DEF 14A
Table of Contents
DEF 14AfalseGaming & Leisure Properties, Inc.0001575965 0001575965 2022-01-01 2022-12-31 0001575965 2020-01-01 2020-12-31 0001575965 2021-01-01 2021-12-31 0001575965 ecd:PeoMember glpi:ChangeInFairValueOfUnvestedEquityAwardsGrantedInPriorYearsMember 2020-01-01 2020-12-31 0001575965 ecd:NonPeoNeoMember glpi:ChangeInFairValueOfUnvestedEquityAwardsGrantedInPriorYearsMember 2020-01-01 2020-12-31 0001575965 ecd:PeoMember glpi:ChangeInFairValueOfEquityAwardsVestedInReportingYearAsOfVestingDateMember 2020-01-01 2020-12-31 0001575965 ecd:NonPeoNeoMember glpi:ChangeInFairValueOfEquityAwardsVestedInReportingYearAsOfVestingDateMember 2020-01-01 2020-12-31 0001575965 ecd:PeoMember glpi:FairValueOfAwardsGrantedDuringTheReportingYearThatVestedDuringTheReportingYearMember 2020-01-01 2020-12-31 0001575965 ecd:NonPeoNeoMember glpi:FairValueOfAwardsGrantedDuringTheReportingYearThatVestedDuringTheReportingYearMember 2020-01-01 2020-12-31 0001575965 ecd:NonPeoNeoMember glpi:ValueOfAccruedDividendsPaidUponVestingOfEquityAwardsInReportingYearMember 2020-01-01 2020-12-31 0001575965 ecd:PeoMember glpi:ValueOfAccruedDividendsPaidUponVestingOfEquityAwardsInReportingYearMember 2020-01-01 2020-12-31 0001575965 ecd:PeoMember glpi:StockAwardsValueMember 2020-01-01 2020-12-31 0001575965 ecd:NonPeoNeoMember glpi:StockAwardsValueMember 2020-01-01 2020-12-31 0001575965 ecd:PeoMember glpi:FairValueOfUnvestedEquityAwardsGrantedDuringTheReportingYearAsOfLastDayOfReportingYearMember 2020-01-01 2020-12-31 0001575965 ecd:NonPeoNeoMember glpi:FairValueOfUnvestedEquityAwardsGrantedDuringTheReportingYearAsOfLastDayOfReportingYearMember 2020-01-01 2020-12-31 0001575965 ecd:PeoMember glpi:ChangeInFairValueOfUnvestedEquityAwardsGrantedInPriorYearsMember 2021-01-01 2021-12-31 0001575965 ecd:NonPeoNeoMember glpi:ChangeInFairValueOfUnvestedEquityAwardsGrantedInPriorYearsMember 2021-01-01 2021-12-31 0001575965 ecd:PeoMember glpi:ChangeInFairValueOfEquityAwardsVestedInReportingYearAsOfVestingDateMember 2021-01-01 2021-12-31 0001575965 ecd:NonPeoNeoMember glpi:ChangeInFairValueOfEquityAwardsVestedInReportingYearAsOfVestingDateMember 2021-01-01 2021-12-31 0001575965 ecd:PeoMember glpi:FairValueOfAwardsGrantedDuringTheReportingYearThatVestedDuringTheReportingYearMember 2021-01-01 2021-12-31 0001575965 ecd:NonPeoNeoMember glpi:FairValueOfAwardsGrantedDuringTheReportingYearThatVestedDuringTheReportingYearMember 2021-01-01 2021-12-31 0001575965 ecd:NonPeoNeoMember glpi:ValueOfAccruedDividendsPaidUponVestingOfEquityAwardsInReportingYearMember 2021-01-01 2021-12-31 0001575965 ecd:PeoMember glpi:ValueOfAccruedDividendsPaidUponVestingOfEquityAwardsInReportingYearMember 2021-01-01 2021-12-31 0001575965 ecd:PeoMember glpi:StockAwardsValueMember 2021-01-01 2021-12-31 0001575965 ecd:NonPeoNeoMember glpi:StockAwardsValueMember 2021-01-01 2021-12-31 0001575965 ecd:PeoMember glpi:FairValueOfUnvestedEquityAwardsGrantedDuringTheReportingYearAsOfLastDayOfReportingYearMember 2021-01-01 2021-12-31 0001575965 ecd:NonPeoNeoMember glpi:FairValueOfUnvestedEquityAwardsGrantedDuringTheReportingYearAsOfLastDayOfReportingYearMember 2021-01-01 2021-12-31 0001575965 ecd:PeoMember glpi:ChangeInFairValueOfEquityAwardsVestedInReportingYearAsOfVestingDateMember 2022-01-01 2022-12-31 0001575965 ecd:NonPeoNeoMember glpi:ChangeInFairValueOfEquityAwardsVestedInReportingYearAsOfVestingDateMember 2022-01-01 2022-12-31 0001575965 ecd:PeoMember glpi:FairValueOfAwardsGrantedDuringTheReportingYearThatVestedDuringTheReportingYearMember 2022-01-01 2022-12-31 0001575965 ecd:NonPeoNeoMember glpi:FairValueOfAwardsGrantedDuringTheReportingYearThatVestedDuringTheReportingYearMember 2022-01-01 2022-12-31 0001575965 ecd:PeoMember glpi:ValueOfAccruedDividendsPaidUponVestingOfEquityAwardsInReportingYearMember 2022-01-01 2022-12-31 0001575965 ecd:NonPeoNeoMember glpi:ValueOfAccruedDividendsPaidUponVestingOfEquityAwardsInReportingYearMember 2022-01-01 2022-12-31 0001575965 ecd:PeoMember glpi:StockAwardsValueMember 2022-01-01 2022-12-31 0001575965 ecd:NonPeoNeoMember glpi:StockAwardsValueMember 2022-01-01 2022-12-31 0001575965 ecd:PeoMember glpi:FairValueOfUnvestedEquityAwardsGrantedDuringTheReportingYearAsOfLastDayOfReportingYearMember 2022-01-01 2022-12-31 0001575965 ecd:NonPeoNeoMember glpi:FairValueOfUnvestedEquityAwardsGrantedDuringTheReportingYearAsOfLastDayOfReportingYearMember 2022-01-01 2022-12-31 0001575965 ecd:PeoMember glpi:ChangeInFairValueOfUnvestedEquityAwardsGrantedInPriorYearsMember 2022-01-01 2022-12-31 0001575965 ecd:NonPeoNeoMember glpi:ChangeInFairValueOfUnvestedEquityAwardsGrantedInPriorYearsMember 2022-01-01 2022-12-31 0001575965 3 2022-01-01 2022-12-31 0001575965 2 2022-01-01 2022-12-31 0001575965 1 2022-01-01 2022-12-31 iso4217:USD
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.                 )
 
Filed by the Registrant
Filed by a Party other than the Registrant 
Check the appropriate box:
   Preliminary Proxy Statement
  
Confidential, for Use of the Commiss
ion Only
(as permitted by Rule 14a-6(e)(2))
   Definitive Proxy Statement
   Definitive Additional Materials
   Soliciting Material under §240.14a-12
Gaming and Leisure Properties, Inc.
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
  No fee required.
  Fee paid previously with preliminary materials.
  Fee computed on table in exhibit required by Item 25(a) per Exchange Act Rules 14a-6(i)(1) and 0-11.


Table of Contents

LOGO


Table of Contents

LOGO

 

 

 

 

 

 

LOGO     

 

 

 

 

 

To Our Shareholders,

 

2022 proved to be another transformative year for Gaming and Leisure Properties with continued growth and diversification, as well as strengthened relationships with our tenants and the communities where we conduct business. With a focus on profitability, we delivered $703.3 million of net income in 2022 and Adjusted Funds from Operations of $924.4 million, which allowed us to return $2.805 per share of capital to shareholders in cash dividends. The Company’s stellar 2022 performance is clear in our one-year total shareholder return of 13.5%, the highest among our triple-net REIT peers. Since our establishment as the gaming industry’s first real estate investment trust, we have grown from being a landlord with one tenant and 21 properties to becoming a landlord with six premier tenants and 59 properties across 18 states, inclusive of two new properties added in early 2023.

 

During 2022, we continued to focus on further strengthening our balance sheet, as our net leverage declined to less than 5.0x at year end. In addition, through the utilization of our at-the-market stock offering program, we were able to efficiently raise equity capital to support new transactions, which helped the Company achieve its growth on an accretive basis. The Company’s investment grade ratings with S&P and Fitch highlight to our investors the safety and security of an investment in our Company.

 

 

 

We are excited about the exceptional results achieved in 2022 and are working to deliver another year of strong performance in
2023. I want to take this opportunity to thank our shareholders for their support of our Company and express my gratitude and
appreciation to our dedicated employees for making these results possible.

 

 

 

 

 

Sincerely,

 

LOGO

 

PETER M. CARLINO


Table of Contents

LOGO

 

 

 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF

 GAMING AND LEISURE PROPERTIES, INC.

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS ON JUNE 15, 2023

Gaming and Leisure Properties, Inc. (the “Company” or “GLPI”) has decided to provide its shareholders with the option to meet in person this year or via a live virtual online webcast to conduct the required annual business of GLPI. The Company’s 2023 annual meeting of shareholders (the “Annual Meeting”) will be held on Thursday, June 15, 2023 at 10:00 a.m. (EDT) in person at the Four Seasons Hotel Philadelphia, One North 19th Street, Philadelphia, Pennsylvania 19103 and also by means of a live virtual online webcast for the purpose of considering and acting on the following proposals:

 

1

 

 

To elect Peter M. Carlino, JoAnne A. Epps, Carol “Lili” Lynton, Joseph W. Marshall, III, James B. Perry, Barry F. Schwartz, Earl C. Shanks and E. Scott Urdang as directors to hold office until the Company’s 2024 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified.

2  

To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current fiscal year.

3  

To approve, on a non-binding advisory basis, the Company’s executive compensation.

4  

To approve, on a non-binding advisory basis, the frequency of future advisory votes to approve the Company’s executive compensation.

5  

To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Shareholders of record of the Company’s common stock (Nasdaq: GLPI) as of the close of business on April 11, 2023 are entitled to vote at the Annual Meeting and any postponements or adjournments of the meeting.

By order of the Board of Directors,

 

LOGO

PETER M. CARLINO

Chairman of the Board of Directors

Wyomissing, Pennsylvania

April 28, 2023

Your Vote is Important

Please vote as promptly as possible by using the Internet, by telephone or by signing, dating and returning the Proxy Card mailed to those who receive paper copies of this Proxy Statement. You may also vote at the Annual Meeting by following the instructions in this Proxy Statement. This Notice of Annual Meeting and accompanying Proxy Statement are first being made available to our shareholders on or about April 28, 2023.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders

to be Held on June 15, 2023: The Notice of Annual Meeting, Proxy Statement, and Annual Report to

Shareholders for the year ended December 31, 2022 are available at www.proxydocs.com/GLPI.


Table of Contents

ACCESS TO THE 2023 ANNUAL MEETING

The 2023 annual meeting of the Company’s shareholders (the “Annual Meeting”) will be conducted virtually over the Internet by means of a live audio webcast and in-person at the Four Seasons Hotel Philadelphia, One North 19th Street, Philadelphia, Pennsylvania 19103. Only shareholders who own GLPI common stock as of the close of business on April 11, 2023 will be entitled to attend the Annual Meeting.

If you wish to attend the Annual Meeting, regardless of whether your shares are registered in your name with GLPI’s transfer agent, Continental Stock Transfer & Trust Company (“Continental Stock Transfer”), or your shares are held by a stock brokerage account or by a bank or other holder of record, you may either attend in person or attend virtually by going to www.proxydocs.com/GLPI and register by using the control number located on your proxy card, Notice Regarding the Availability of Proxy Materials, or voting instruction form. Upon completing your registration, you will receive further instructions by email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions to be answered at the Annual Meeting. If you are a beneficial owner of shares registered in the name of a broker, bank, or other nominee, as part of the registration process, you will also need to provide the registered name on your account and the name of your broker, bank, or other nominee.

Shareholders may begin to log in to the Annual Meeting 15 minutes prior to the start time. If you encounter any difficulties accessing the virtual Annual Meeting platform, including any difficulties voting, you may call the technical support number that will be included in your instructional email.

Please note that if you attend the Annual Meeting in person, you may be asked to present valid photo identification, such as a driver’s license or passport. If you are a shareholder holding stock in brokerage accounts or by a bank or other intermediary, you may be required to show a brokerage statement or account statement reflecting your stock ownership as of the record date, but in order to vote your shares at the Annual Meeting, you must obtain a “legal proxy” from the bank or brokerage firm that holds your shares.

Shareholders participating in the virtual Annual Meeting will be in a listen-only mode and will not be able to speak during the webcast.


Table of Contents

TABLE OF CONTENTS

 

Proxy Summary

    1  

Corporate Responsibility and Environmental,
Social and Governance

    8  

Proposal 1—Election of Directors

    14  

Executive Compensation

    26  

Executive Summary

    27  

Compensation Philosophy and Objectives

    30  

Annual Review and Approval Process

    30  

Overview of 2022 Compensation

    33  

Overview of 2023 Compensation Program

    38  

Deferred Compensation

    38  

Benefits and Perquisites

    38  

Employment Agreements

    38  

Other Compensation-Related Policies

    39  

Compensation Committee Report

    39  

Summary Compensation Table

    40  

All Other Compensation Table

    41  

Pay vs Performance Table

    42  

2022 Grants of Plan-Based Awards

    46  

Outstanding 2022 Equity Awards at Fiscal Year-End

    47  

2022 Stock Vested

    48  

2022 Nonqualified Deferred Compensation

    48  

Potential Payments Upon Termination or Change-of-Control

    50  

CEO Pay Ratio

    51  

Audit and Compliance Committee Report

    52  

Certain Relationships and Related Person Transactions

    53  

Security Ownership of Certain Beneficial Owners and Management

    55  

Equity Compensation Plan Information

    57  

Delinquent Section 16(a) Reports

    57  

Proposal 2—Ratification of Independent Registered Public Accounting Firm

    58  

Proposal 3—Advisory (Non-Binding) Vote to Approve the Company’s Executive Compensation

    59  

Proposal 4—Advisory (Non-Binding) Vote to Approve the Frequency of Future/Advisory Votes to Approve the Company’s Executive Compensation

    60  

Frequently Asked Questions

    61  

Other Matters

    66  

Shareholder Proposals and Director Nominations for 2024 Annual Meeting of Shareholders

    66  

Annual Report to Shareholders

    66  

Delivery of Documents to Shareholders Sharing an Address

    67  
 


Table of Contents

 

Proxy

Summary

 

ESG

Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

LOGO            

 

LOGO

This Proxy Statement is furnished to you in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Gaming and Leisure Properties, Inc. (“GLPI”, the “Company”, “we”, “us” and “our”) for the Annual Meeting of Shareholders of the Company to be held both in person at the Four Seasons Hotel Philadelphia, One North 19th Street, Philadelphia, Pennsylvania 19103 and via a live virtual online webcast on June 15, 2023 (the “Annual Meeting”), and any postponements or adjournments of the meeting.

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider and you should read the entire Proxy Statement before voting. For more complete information regarding the Company’s 2022 performance, please review the Company’s Annual Report to Shareholders for the year ended December 31, 2022.

2023 Annual Meeting of Shareholders

 

Time and Date

June 15, 2023

at 10:00 a.m. EDT

  

Record Date

April 11, 2023

   Number of Common Shares Eligible to Vote at the Meeting as of the Record Date: 262,656,820

Place

If you plan to attend the virtual portion of the Annual Meeting, please follow the instructions provided in this Proxy Statement to gain access to the Annual Meeting.

 

  

    

If you plan to attend in person, Four Seasons Hotel Philadelphia, One North 19th Street, Philadelphia, Pennsylvania 19103

On or about April 28, 2023, we will mail to each of our shareholders (other than those who previously requested electronic delivery or to whom we are mailing a paper copy) a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review the proxy materials via the Internet and how to submit a proxy electronically using the Internet.

Voting Matters

 

Proposal

   Description  

Board

Recommendation

   Page Reference
(for more detail)
 
1    Election of Directors   FOR each director nominee      14  
2    Ratification of Independent Registered Public Accounting Firm   FOR      58  
3    Non-Binding Advisory Vote to Approve Executive Compensation   FOR      59  
4    Non-Binding Advisory Vote to Approve Frequency of Executive Compensation   ONE YEAR      60  

 

 

Gaming and Leisure Properties, Inc.

  

2023 Proxy Statement    |    1


Table of Contents

 

Proxy

Summary

 

ESG

Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

LOGO            

 

BOARD NOMINEES

The following table provides summary information about the director nominees:

 

       

LOGO

Peter M. Carlino

Chairman, Chief
Executive Officer and
President of Gaming and
Leisure Properties, Inc.

  

LOGO

JoAnne A. Epps

Acting President of Temple
University and a member of the
faculty of the Temple University
Beasley School of Law

  

LOGO

Carol “Lili” Lynton

Co-founder and Operating
Partner, The Dinex Group,
and Chief Investment
Officer, HD American
Trust

  

LOGO

Joseph W. Marshall, III

Vice Chairman of Stevens & Lee, PC, and Vice Chairman
of Griffin Holdings, LLC

   

LOGO

James B. Perry

Retired. Former Chairman
and Chief Executive
Officer of Isle of Capri
Casinos, Inc.

  

LOGO

Barry F. Schwartz

Retired. Executive Vice Chairman
Emeritus, MacAndrews & Forbes
Inc.

  

LOGO

Earl C. Shanks

Retired. Former Chief
Financial Officer of
Essendant, Inc.

  

LOGO

E. Scott Urdang

Retired. Founder,
Chairman, and Chief
Executive Officer of
Center Square Capital
Management, Inc.

 

 

 

                                    Our slate of Board nominees is also balanced with a range of tenure, diversity and age.

 

LOGO

 

 

 

2    |    2023 Proxy Statement

  

Gaming and Leisure Properties, Inc.


Table of Contents

 

Proxy

Summary

 

ESG

Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

LOGO            

 

The following matrices summarize the skills, experience and diversity of our Board nominees:

 

  Board Skills, Experience and Diversity   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO

Strategic Planning and Leadership

                                       

Accounting/Finance

   

 

   

 

             

 

              

Risk Management

        

 

                             

Legal/Regulatory/Compliance

   

 

        

 

        

 

        

 

   

 

Information Technology/Cybersecurity

   

 

   

 

   

 

   

 

   

 

   

 

        

 

Gaming Industry Experience

        

 

   

 

                  

 

   

 

CEO/Executive Management Experience

                                       

Mergers and Acquisitions

        

 

                             

Real Estate Industry Experience/REIT

        

 

   

 

        

 

   

 

   

 

    

Community Engagement/Non-Profit

                     

 

              
Board Age     

 

    

 

    

 

    

 

    

 

    

 

    

 

    

 

Age

  76     71     61     70     73     74     66     73  
Director Tenure     

 

    

 

    

 

    

 

    

 

    

 

    

 

    

 

Director Since

  2013     2021     2019     2013     2017     2017     2017     2013  
Board Gender     

 

    

 

    

 

    

 

    

 

    

 

    

 

    

 

Female / Male

  M     F     F     M     M     M     M     M  
Board Ethnicity     

 

    

 

    

 

    

 

    

 

    

 

    

 

    

 

African American or Black

   

 

        

 

   

 

   

 

   

 

   

 

   

 

Alaskan American or Native American

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

Asian

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

Hispanic or Latinx

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

Native Hawaiian or Pacific Islander

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

White

        

 

                             

Two or More Races or Ethnicities

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

LGBTQ+

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

Did not Disclose Demographic Background

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

 

Gaming and Leisure Properties, Inc.

  

2023 Proxy Statement    |    3


Table of Contents

 

Proxy

Summary

 

ESG

Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

LOGO            

 

LOGO

Financial and Strategic Achievements

 

Leverage

Below 5.0x

 

13.5% 1-Year TSR

46.2% 3-Year TSR

 

$839 Million Invested

 

$575 Million for Tenant Expansions

     
Strengthened balance sheet by reducing leverage   Continued strong track-record of value creation     Closed acquisitions of
new properties with existing tenants
  Announced our commitment to support the expansion and relocation of certain existing properties
     

Expanded Local
Community

Investment

 

National

Commitment to Charitable Giving

  17.5% Increase in Quarterly Dividend from Q4 2020   5.2 Million Shares Issued through Low-Cost ATM
     
Provided financial support toward the construction of a local shelter for women and children   Contributed to NAREIT’s Dividends Through Diversity, Equity & Inclusion Giving Campaign as a Founding Donor   Continued increase in dividends following COVID-19 pandemic  

Utilized our at-the-market offering program to efficiently raise equity proceeds to support acquisitions and business strategy

 

 

 

Focus on Stability

 

Premier Tenants

More than 87% of GLPI’s rent comes from premier publicly traded gaming companies

 

90% of Properties in Master Leases

Master leases provide cross-collateralization of properties and reduce risk of isolated poor performance

 

High Barriers to Entry

Casino properties are highly regulated and, in many cases, licenses are limited

Long-Term Leases

The remaining terms of our leases, including renewals, range from 25 years to 58 years

 

Investment Grade Ratings

We hold investment-grade ratings from S&P Global Ratings and Fitch Ratings Inc.

 

Durable Underlying Business

We collected 100% of our rent during the COVID-19 pandemic

Assets Critical for State Budgets

State and local governments have vested interest in property success through tax revenues

 

 

4    |    2023 Proxy Statement

  

Gaming and Leisure Properties, Inc.


Table of Contents

 

Proxy

Summary

 

ESG

Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

LOGO            

 

Executive Compensation

The overall objective of the Company’s executive compensation program is to compensate members of management in a manner that most effectively incentivizes them to maximize long-term shareholder value, while taking into consideration the interests of other stakeholders and not taking undue financial risks. At the same time, the Compensation Committee believes that the executive compensation program should enable the Company to attract and retain the executive talent needed to grow and further its strategic initiatives. To achieve this goal, the compensation program is heavily weighted toward performance-based pay that is tied to several different categories, including total shareholder return (“TSR”), adjusted funds from operations (“AFFO”), dividends per share, and strategic and operational goals. The compensation program is structured on a foundation that includes the following principles:

Key Compensation Practices

 

    What We Do       What We Don’t Do
  Annual incentives aligned with strategic business plan  

LOGO

 

No uncapped cash bonus or equity award opportunities

  Majority of executive compensation tied to rigorous performance goals  

LOGO

 

No single-trigger change of control benefits

  Performance-based equity payouts capped if absolute total shareholder return is negative  

LOGO

 

Anti-hedging policy prohibiting officers and directors from engaging in derivative or other hedging transactions

  Significant share ownership requirements for directors and executive officers  

LOGO

 

No agreements or arrangements containing tax gross-ups or similar tax indemnification

  Appropriate balance between short-term and long-term performance measures  

LOGO

 

Anti-pledging policy prohibiting pledging of securities except under extremely limited circumstances approved by the Audit and Compliance Committee

  Transparency with our shareholders on our compensation program, decisions and practices    
  Compensation Committee comprised solely of independent directors    
  Engage independent compensation consultant    
  Policy enabling Board to “claw back” incentive compensation under certain circumstances        

 

 

 

Gaming and Leisure Properties, Inc.

  

2023 Proxy Statement    |    5


Table of Contents

 

Proxy

Summary

 

ESG

Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

LOGO            

 

Majority of Compensation “At-Risk”

Our executive compensation program is designed to motivate and reward executives to execute our business strategy tied to rigorous performance goals. The majority of our named executive officers’ (“NEOs”) compensation is variable and primarily in the form of “at-risk” compensation. The breakdown of our NEO compensation as a group is as follows:

 

 

LOGO

 

Key 2022 Compensation Decisions

Below is a snapshot of certain key compensation decisions made by the Compensation Committee for our NEOs in 2022:

 

     

No increases to our Chief Executive Officer’s pay opportunity since our formation in 2013

 

     

20% of cash bonus contingent on achieving specific goals, including goals related to balance sheet management, growth initiatives, ESG, shareholder engagement and other strategic initiatives

Responsive to Shareholder Feedback

Our Board of Directors and its committees value the opinions of our shareholders and have continued to listen and promptly address shareholder concerns and suggestions. We value the relationships we have with our shareholders and encourage them to reach out off-season with questions, concerns or other opportunities to engage.

We continued our proactive engagement efforts with investors in 2022. Specifically, the Company held over 300 meetings (virtual and in-person) with firms to discuss various corporate matters and solicit feedback. We spoke at length with our investors during these outreach efforts and engaged in meaningful dialogue with various members of our investors’ capital market teams and corporate governance teams, covering a wide range of topics, including capital markets strategy, capital allocation process and strategy, our unique competitive advantages, balance sheet management, gaming industry perspective, tenant relationships, regional gaming, real estate’s unique investment merits, matters regarding ESG, and executive compensation.

 

 

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Table of Contents

 

Proxy

Summary

 

ESG

Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

LOGO            

 

Shareholder Engagement

Your Feedback and Our Response Over the Years

 

LOGO

 

 

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Highlights

 

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Compensation

 

Audit Committee

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Voting

Proposals

 

Other

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  LOGO          

 

CORPORATE RESPONSIBILITY AND ENVIRONMENTAL, SOCIAL AND GOVERNANCE

 

Our Approach

 

We believe corporate responsibility and environmental and community stewardship is an integral component of growing shareholder value. With this in mind, we are dedicated to promoting and integrating sustainable business practices intended to create long-term value for our shareholders, employees and other stakeholders.

 

ESG Oversight

 

The Company’s Nominating and Corporate Governance Committee oversees matters related to ESG, including oversight of our policies and strategies related to human capital management, corporate culture and diversity, equity and inclusion, which are routinely discussed by the Nominating and Corporate Governance Committee and reported to the Company’s Board of Directors.

 

In 2022, we established a cross-functional ESG Steering Committee that is formally responsible for the development and implementation of our ESG strategy and initiatives. The charter of the ESG Steering Committee is published on the Corporate Responsibility section of our website, under “Investors”. Members of the Company’s ESG Steering Committee are appointed by our Chief Executive Officer.

 

Also in 2022, we formalized our commitments to ESG best practices and published a standalone Statement on Environmental, Social and Corporate Governance Matters outlining our commitments to governance, environmental sustainability, social matters, responsible gaming, business ethics, expectations of our vendors and partners, community involvement and human rights and inclusivity, of which our Board of Directors has oversight and responsibility through our Nominating and Corporate Governance Committee.

 

  

 

LOGO

 

LOGO

 

  LOGO    

 

 

Environmental

  
    
              

  Updated and implemented a robust GHG accounting methodology to enhance Scope 1 & 2 emissions reporting

 

  Engaged nationally recognized certified environmental engineers to complete environmental assessments during the acquisition diligence process

 

  Engaged a third party and offered to our tenants, at no charge, a platform to compile, measure and report energy, utility and water consumption data and to sync utility accounts for their own use and reporting

 

  Utilized Measurabl to compile utility data for our corporate headquarters

 

  Implemented Policy Statement on Environmental, Social and Corporate Governance Matters

 

  Assessed feasibility of climate risk assessments to identify climate change risks and opportunities across our portfolio

 

  Published inaugural ESG Tear sheet with relevant KPIs and metrics

 

 

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Summary

 

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Board of

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Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

  LOGO          

 

  LOGO    

 

Social

  
    
 

  Achieved 100% tenant engagement during second year of our formalized Tenant Partnership Program

 

  Through our Tenant Partnership Program, we identified definitive partnership and community engagement opportunities for 2023

 

  Demonstrated our commitment to advancing diversity in the REIT sector by supporting the Nareit Foundation’s Dividends Through Diversity, Equity & Inclusion (DDEI) Giving Campaign as a founding donor

 

  Distributed an annual award of restricted company stock to all GLPI employees

 

  Inaugurated an Annual Day of Service to support the Berks County branch of Helping Harvest

 

  Made a $50,000 donation to Hope Rescue Mission to support construction of Lighthouse, a local shelter for women and children, with a multi-year donation commitment

 

  Charitable donation matching policy amended to include directors and to increase Company match

 

  Conduct annual director and employee training and refreshment on the Company’s Code of Business and a broad range of subjects, including diversity and inclusion and workplace safety

 

  Implemented a policy providing paid time off to allow employees to volunteer at local charities

 

 

  LOGO    

 

Governance

  
    
 

  Established a cross-functional ESG Steering Committee to manage the Company’s ESG initiatives and develop strategies which reports to the Nominating and Corporate Governance Committee

 

  Formalized and published cross-functional ESG Steering Committee Charter

 

  Published a standalone Statement on Environmental, Social and Corporate Governance Matters

Tenant Engagement

With the exception of our corporate headquarters, the properties in our portfolio are leased to gaming operators in triple-net lease arrangements, meaning each operator is responsible for business operations, maintenance, insurance, taxes, utilities, and other property-related expenses. The oversight and control over all energy and water usage, consumption and operations-related sustainability strategies falls solely upon our tenants. We recognize the importance and value of tenant engagement and look for opportunities to collaborate on the implementation of sustainability initiatives.

In 2022, we continued our Tenant Partnership Program and engaged 100% of our tenants via our annual tenant satisfaction survey conducted by a third party. Additionally, we initiated discussions with our tenants to begin quantifying our Scope 3 GHG emissions and to actively identify partnership opportunities for community engagement initiatives. We believe that aligning, sharing and committing to similar sustainability goals will allow our Company and our tenants make a greater collective impact, while fostering successful long-term relationships.

Tenants Engaged via Tenant

Satisfaction Survey

 

86%

2021 Tenants Engaged

  

100%

2022 Tenants Engaged

 

 

Gaming and Leisure Properties, Inc.

  

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Summary

 

ESG

Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

  LOGO          

 

Environmental Sustainability and Stewardship

We recognize the importance of the long-term viability of the assets we acquire and the risks and opportunities that climate change impacts may pose on our business. We are committed to continued improvement and development of initiatives to address and mitigate those environmental risks within our control and supporting our tenants, through engagement, to do the same.

In 2022, in an effort to streamline the compilation of energy, gas and water utility data, we engaged a third party and offered the platform to our tenants at no charge to aid in their data collection efforts. This engagement solidifies our commitment to supporting and encouraging our tenants around data collection, which we hope will result in enhanced transparency around the operations conducted at the properties in our portfolio. As of December 31, 2022, we had 100% agreement from our tenants to provide property utility data and have continued to engage with them to provide support and training needed to implement use of the platform.

 

                      LOGO   

We are committed to upholding environmental stewardship by routinely engaging nationally recognized and certified environmental engineers to perform environmental site assessments as part of our acquisition diligence process. Further, our leases are drafted to ensure compliance with all environmental laws, including required testing, remediation and/or monitoring.        

 

As of 2022, half of our tenants are subject to certain green lease provisions through leases or lease amendments.

As we continue to refine our management of Scope 1 and 2 emissions, we re-established our 2020 baseline to account for the improvements in our data collection process as well as updates to our GHG accounting methodology.

Environmental Data

 

LOGO

*GLPI’s corporate office was closed for 10 months during 2020 due to the COVID-19 pandemic. FY2020 has been re-established as a new baseline to reflect changes in GHG accounting and operational boundaries.

 

 

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Board of

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Compensation

 

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Matters

 

Voting

Proposals

 

Other

Matters

  LOGO          

 

 

LOGO

 

Diversity & Inclusion

 

Diverse representation, viewpoints and backgrounds are valued and serve to strengthen the foundation of the Company for the long-term. With that in mind, we endeavor to foster a diverse and inclusive culture where our employees can freely bring diverse perspectives and varied experiences to the workplace.

 

Within our hiring and recruitment processes, we adhere to equal opportunity policies and diversity remains a priority in the expansion of our Board of Directors or when filling of future vacancies. We follow our Inclusive Workplace Policy and require all employees and directors to complete annual training and/or refreshment on diversity and inclusion and non-discriminatory practices to prevent discrimination and promote an environment where our employees feel safe and free from offensive and/or harmful conduct.

In furtherance of our commitment to promoting diversity, equity and inclusion, we are proud to be a founding donor in the Nareit Foundation’s Dividends Through Diversity, Equity & Inclusion Giving Campaign launched in 2022. This initiative supports programs that focus on educating and creating opportunities for diverse individuals and businesses who may participate in the REIT and publicly traded real estate industry including, but not limited to internships, high school career readiness programs, supplier diversity initiatives, CRE training, and similar events and initiatives.

As of December 31, 2022, 53% of our employees identify as female. In addition, 25% of our Board of Directors are comprised of directors that identify as female or racially or ethnically diverse.

 

 

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Summary

 

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Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

  LOGO          

 

Employee Well-Being and Engagement

 

We strive to foster a sense of community and well-being and to ensure that every employee has a stake in the Company’s continued long-term growth and success. We seek to hire and retain highly-talented employees and empower those employees to create value for our shareholders. Each GLPI employee receives an annual grant of Company restricted stock that vests over a three-year period – a grant instituted by our Chairman and CEO to ensure that every employee has a vested interest in the success of our business.

 

The Company also offers paid time off for volunteering and community involvement. In addition, we have historically permitted employees to leave the office at noon on Fridays between Memorial Day and Labor Day to enjoy the summer months. We also offer a flexible work policy permitting a hybrid home/office work balance.

 

We promote and educate employees around environmentally-friendly practices and engage employees about our ongoing efforts to increase efficiency and reduce consumption and waste. Through the distribution of reusable mugs to each employee and guidance on waste reduction in our office, we were able to dramatically reduce the use of plastic water bottles at our corporate headquarters by 60%.

 

Other non-salary benefits include a 401(k) plan with employer match, a parental leave program that applies to both women and men, and an employee assistance plan that provides professional support, access to special programs and certain resources to our employees experiencing personal, work, financial or family related issues. We also offer all employees a Company funded health savings account, familial leave and a health and fitness facility located on our corporate campus available for use by all employees.

 

We are passionate about developing and growing our talent. We devote substantial efforts to retaining, motivating and supporting our employees by providing access to benefits and opportunities such as tuition reimbursement, professional development reimbursement and internal growth and advancement. Our employees are one of our most important assets and we recognize and reward individual and collective contributions to our growth and success.

 

 

LOGO

Providing our employees with a healthy and safe working environment is essential to us. Our goal is to reduce the potential for injury or illness by maintaining safe working conditions, such as providing proper tools and training to all employees. Our corporate headquarters is a smoke-free environment. Additionally, we offer resources to our employees to encourage healthy habits, such as tobacco cessation and health coaches for those employees with certain chronic conditions, including but not limited to diabetes and asthma.

All of our employees and directors are required to acknowledge receipt of our Code of Business Conduct and complete annual online training and/or refreshment, which sets forth our basic principles, prohibitions and guidelines in the areas of conflicts of interest, health and safety, respect for the environment, equal employment opportunity, non-discrimination, anti-harassment, compliance with insider trading prohibitions, reporting suspected violations of the Code of Business Conduct, and prohibitions on retaliation for complying with the Code of Business Conduct.

Community Engagement

In 2022, through our published Statement on Environmental, Social and Governance Matters, we formalized our long-standing commitment to responsible stewardship by outlining our standards and expectations for engaging with our communities. We formally committed to providing employees with paid time off for volunteering and to matching monetary donations made to eligible charitable organizations. We also expanded the charitable donation policy to include our directors and increased the maximum Company match in 2022.

We actively seek out opportunities to make a positive impact in the communities where we own real estate assets by partnering with local and national organizations to provide charitable contributions, community service, and the donation of goods to assist local families in need. On a regular basis, our employees volunteer at food banks and participate in other charitable events.

 

 

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Summary

 

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Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

  LOGO          

 

In 2022, we inaugurated our Annual Day of Service by supporting the Berks County branch of Helping Harvest and achieved a 94% employee participation rate. Additionally, through tenant engagement, we identified and committed to potential charitable partnership events with our tenants to better support the local communities where we own real estate and conduct business. We have partnered with non-profit organizations such as Habitat for Humanity to build and improve places for families to call home and the Salvation Army, through its Angel Tree program, to provide new clothing and toys to children and seniors during the holiday season.

In 2022, we made an initial donation towards the construction of Lighthouse, a shelter for women and children, located in the City of Reading with a commitment for future donations through 2026.

Governance

Our Board understands that strong governance practices are important to protecting the long-term interests of shareholders, and it is committed to maintaining policies, practices and procedures designed to ensure management and Board accountability. Key components of our corporate governance framework include:

 

Key Governance Practices

   Stock ownership guidelines for directors and executive officers       Majority voting standard with a resignation policy

 

   Policy permitting Board to “claw back” incentive compensation under certain circumstances       Double trigger vesting acceleration of incentive equity awards upon change of control

   Seven of eight directors are independent with fully independent Board committees       Lead Independent Director

   No staggered Board       Increased Board diversity with 25% female members and one underrepresented minority

   Annual Board and Committee self-assessment process       Robust and proactive shareholder engagement with Board participation, when requested

   Board regularly meets in executive session, including without the presence of our CEO          

In addition, our Board has adopted Corporate Governance Guidelines that serve as a flexible framework within which our Board and its committees operate. These guidelines cover a number of areas, including the size and composition of our Board, Board membership criteria and director qualifications, Board diversity, director responsibilities, roles of the Chairman and CEO, roles of independent directors, resignation policy, committee responsibilities and assignments, stock ownership guidelines, the role of our Lead Independent Director, Board member access to management and independent advisors and direct communications with third parties.

 

 

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Summary

 

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Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

    LOGO        

 

PROPOSAL 1 – ELECTION OF DIRECTORS

At our Annual Meeting, shareholders will be asked to elect eight (8) directors to hold office until our 2024 Annual Meeting of Shareholders. The nominees were recommended and approved for nomination by our Nominating and Corporate Governance Committee. Elected directors will serve until their successors have been duly elected and qualified or until such director’s earlier resignation or removal. Proxies cannot be voted for a greater number of persons than the number of nominees named. If you sign and return the accompanying proxy, your shares will be voted for the election of each nominee in accordance with your instruction and, if no instructions are provided, then your shares will be voted as recommended by our Board of Directors. If any of the nominees for any reason are unable or unwilling to serve, the proxies may be voted for such substitute nominees as the proxy holder may determine. We are not aware of any reason that any of the nominees will be unable to serve as a director.

Peter M. Carlino, JoAnne A. Epps, Carol “Lili” Lynton, Joseph W. Marshall, III, James B. Perry, Barry F. Schwartz, Earl C. Shanks and E. Scott Urdang have been nominated for election to our Board of Directors to serve for a term through the 2024 Annual Meeting of Shareholders.

Required Vote

The Company’s Articles of Incorporation provide for a majority voting standard with a resignation policy. Under a majority voting standard, once a quorum has been established, in an uncontested director election, a candidate must receive the affirmative vote of a majority of the votes cast with respect to the election of that candidate. The resignation policy set forth in our Corporate Governance Guidelines requires any director nominee who fails to receive the requisite majority vote to promptly, following certification of the shareholder vote, tender his or her resignation from the Board and all committees upon which he or she serves. Our Board will then assess the appropriateness of such nominee continuing to serve as a director and decide whether to accept or reject the resignation, or whether other action should be taken. The policy further provides that any director who tenders his or her resignation shall not participate in the Board action regarding whether to accept the resignation offer. Our Board will act upon the tendered resignation and publicly disclose its decision and rationale within ninety (90) days following certification of the shareholder vote.

In a contested director election, a plurality voting standard will apply. Under the plurality voting standard, each of the nominees receiving the highest number of affirmative votes of the shares entitled to be voted for him or her will be elected.

The election of directors at the Annual Meeting is uncontested and the majority voting standard will determine the directors that will serve until the 2024 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified. Votes withheld shall have no legal effect. Brokers are not permitted to vote your shares for the election of directors absent instruction from you. Therefore, we urge you to give voting instructions to your broker on the proposal so that your votes may be counted on this important matter.

Our Directors

Our directors serve subject to the requirements of our charter and bylaws, including the requirement that directors not be “unsuitable persons” within the meaning of our charter (“Unsuitable Person(s)”). In addition, certain jurisdictions in which we own properties require, either by statute or discretion of the applicable gaming or racing regulatory authority, our directors to acquire and maintain gaming licenses. Licenses typically require a determination from the applicable gaming or racing regulatory authority that the applicant qualifies or is suitable to hold such a license. Our charter requires that our directors maintain all required licenses. If one of our directors were to be determined to be an Unsuitable Person by virtue of failure to obtain or maintain such a license or otherwise, he or she would be subject to removal for cause by affirmative vote of the remaining members of our Board of Directors or by shareholders with an affirmative vote of 75% of the votes cast at a shareholder meeting.

There are no family relationships among any of our directors or executive officers.

 

 

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Highlights

 

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Compensation

 

Audit Committee

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Voting

Proposals

 

Other

Matters

    LOGO        

 

Nominees for Election to the Board of Directors for a One-Year Term Expiring at the 2024 Annual Meeting

The following biographical information is furnished as to the nominees for election as a director:

 

LOGO

 

  

Peter M.
Carlino

 

Age: 76

Director Since: 2013

Other Current Public Boards:

PENN Entertainment, Inc. (Emeritus)

     LOGO   

Joanne A.
Epps

 

Age: 71

Director Since: 2021

Other Current Public Boards:

Pennsylvania Real Estate Investment Trust (Trustee)

Peter M. Carlino has been the Chairman of our Board of Directors and our CEO since our inception in February 2013. Mr. Carlino was the founder of Penn Entertainment Inc. (NASDAQ: PENN) and served as the Chief Executive Officer of PENN from 1994 through October 2013. Mr. Carlino also served as the Chairman of the Board of Directors of PENN from 1994 through May 2019 and is currently Chairman Emeritus. Since 1976, Mr. Carlino has served in an executive capacity for Carlino Capital Management Corp., a single family office in the business of providing investment and financial advice and management to Carlino family individuals and entities. Mr. Carlino also serves on the Board of Directors for both Penn State Health and Penn State Health/St. Joseph Regional Health Network. Mr. Carlino served as the Chairman of the Board of Directors and as Chief Executive Officer for PENN, and now the Company, collectively for over twenty-nine (29) years.     

JoAnne A. Epps has served as a member of our Board of Directors since September 2021. Ms. Epps currently serves as the Acting President of Temple University and has been a member of the faculty of Temple University’s Beasley School of Law since 1985. Prior to her current role, Ms. Epps served as the Executive Vice President and Provost of Temple University from 2016 to 2021. From 2008 to 2016, she served as the Dean of Temple University’s Beasley School of Law. Ms. Epps is also a principal in The Red Bee Group, a woman-owned consulting firm (since 2021), and a Trustee of the Pennsylvania Real Estate Investment Trust (NYSE: PEI) (since 2018). From 2017-2022, she was a member of the Board of Directors of the American Bar Association Retirement Funds. She serves on the board of directors for the following organizations: the Philadelphia Board of Ethics (since 2015); the Defender Association of Philadelphia (since 1994); and the Philadelphia Equity Alliance (since 2021).

 

Director Qualifications:

Ms. Epps brings to our Board of Directors extensive experience in business, law, government, education and civic activities. She is an accomplished leader in, and an advocate of, diversity in the workplace and has received significant recognition in connection with her work.

 

Director Qualifications:

  
Mr. Carlino brings to our Board of Directors extensive management experience, critical knowledge of our properties and a general knowledge and understanding of the gaming industry, real estate assets and real estate development in general. Moreover, as one of the largest beneficial owners of our common stock, his interests are significantly aligned with our efforts to enhance long-term shareholder value.   

 

 

Gaming and Leisure Properties, Inc.

  

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Proxy

Summary

 

ESG

Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

    LOGO        

 

LOGO

 

  

Carol “Lili”
Lynton

 

Age: 61

Director Since: 2019

Other Current Public Boards:

El Pollo Loco Holdings, Inc.;

CIM RACR (Trustee)

     LOGO   

Joseph W.
Marshall, III

 

Age: 70

Director Since: 2013

Other Current Public Boards:

SIGA Technologies, Inc.

Lili Lynton has served as a member of our Board of Directors since December 2019. Ms. Lynton is the co-founder and operating partner of The Dinex Group, which operates 17 Daniel Boulud branded restaurants. Prior to forming Dinex, she co-founded Telebank, an internet banking pioneer that was acquired by E*Trade in 1999. Since 1987, she has also served as Chief Investment Officer of HD American Trust, a family investment office formed in 1987 that invests actively across a broad range of asset classes. At HD American Trust, Ms. Lynton is responsible for selection of asset managers, asset allocation, liquidity and leverage parameters with direct management responsibility for the firm’s venture capital and real estate portfolio. From 1987 through 1990, Ms. Lynton was an investment analyst at financial services company, Sanford C. Bernstein, and from 1983 through 1985 she was a mergers and acquisitions analyst at Lehman Brothers. Ms. Lynton is currently a Director of El Pollo Loco Holdings, Inc. and serves as a Trustee, Audit Committee Chair of CIM RACR (a Securities and Exchange Commission-registered Interval Fund). She also serves on the Advisory Board of The Hamilton Project, a division of the Brookings Institution, which develops proposals for a more equitable and robust U.S. economy; as Trustee of East Harlem Tutorial Program (after school service provider) and East Harlem Scholars Academy (operates five charter schools); Trustee of the Guggenheim Foundation (awards 175 annual Guggenheim Fellowships); Trustee of Vera Institute for Justice (criminal justice reform organization); and a Trustee for the Bail Project (funds and operates 27 charitable bail funds across the nation).     

Joseph W. Marshall, III has served as a member of our Board of Directors since October 2013. Mr. Marshall has also served as the Vice-Chairman of the law firm Stevens & Lee, PC and Vice Chairman of Griffin Holdings, LLC since February 2010. Mr. Marshall has served on the Board of Directors of SIGA Technologies, Inc. since 2009 and has served on a number of other boards in the past, including the Cancer Treatment Centers of America-Eastern Regional Medical Center and First Bank of Delaware. From 2001 to 2008, Mr. Marshall served as the Chairman and CEO of Temple University Health System, one of the largest healthcare organizations in Pennsylvania. Mr. Marshall served as director of Health Partners, a provider-owned Medicaid/Medicare Health Maintenance Organization operating in Greater Philadelphia, from 2003 to 2008. Mr. Marshall also previously served on the Pennsylvania Gaming Control Board, Pennsylvania Ethics Commission and the Medicaid Commission created by Congress and established by the Honorable Michael O. Leavitt, Secretary of the U.S. Department of Health & Human Services. In addition, Mr. Marshall is a member of the Board of Trustees of Temple University.

 

Director Qualifications:

Mr. Marshall brings to our Board of Directors extensive experience in law and compliance, including in-depth knowledge of gaming regulation, as well as significant experience as a director and an executive in both the private and public sectors.

 

Director Qualifications:

  
Ms. Lynton brings to our Board of Directors experience and expertise in investment analysis, mergers and acquisitions and business operations as well a diverse perspective resulting from her vast knowledge and business experience as well as her advocacy initiatives and non-profit board service.   

 

 

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Compensation

 

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Voting

Proposals

 

Other

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    LOGO        

 

LOGO

 

  

James B.
Perry

 

Age: 73

Director Since: 2017

     LOGO   

Barry F.
Schwartz

 

Age: 74

Director Since: 2017

Other Current Public Boards:

Revlon, Inc.

 

James B. Perry was appointed to our Board of Directors in March 2017. Mr. Perry served on the Board of Directors of Isle of Capri Casinos, Inc. (“Isle”) from 2007 to 2014 and was named Chairman of the Board of Directors and Executive Chairman of the Board of Directors in 2009 and 2011, respectively. From March 2008 to April 2011, he served as Isle’s Chief Executive Officer. Prior to being named Chairman, Mr. Perry was Executive Vice Chairman from March 2008 to August 2009 and Vice Chairman from July 2007 to March 2008. Mr. Perry served as a Class III Director on the board of Trump Entertainment Resorts, Inc. from May 2005 until July 2007. From July 2005 to July 2007, Mr. Perry served as Chief Executive Officer and President of Trump Entertainment Resorts, Inc., which filed for Chapter 11 bankruptcy in February 2009. Mr. Perry was President of Argosy Gaming Company from April 1997 through July 2002 and Chief Executive Officer of Argosy Gaming Company from April 1997 through May 2003. Mr. Perry also served as a member of the Board of Directors of Argosy Gaming Company from 2000 to July 2005.

 

Director Qualifications:

Mr. Perry brings to our Board of Directors over thirty years of gaming industry experience as well as extensive executive management and leadership experience.

    

Barry F. Schwartz was appointed to our Board of Directors in May 2017. Mr. Schwartz has served as Emeritus Vice Chairman of MacAndrews & Forbes Incorporated since July 2019. Mr. Schwartz was Executive Vice Chairman and Chief Administrative Officer of MacAndrews & Forbes Incorporated and various affiliates from October 2007 to December 2015. Prior to that, Mr. Schwartz was Executive Vice President and General Counsel of MacAndrews & Forbes Incorporated and various affiliates since 1993 and Senior Vice President of MacAndrews & Forbes Incorporated and various affiliates from 1989 to 1993. Mr. Schwartz is a director of Revlon, Inc. and Revlon Consumer Products Corporation. Mr. Schwartz was formerly Vice Chairman and served as a member of the Board of Trustees of The City University of New York until 2020. He is Trustee Emeritus and former Chairman of the Board of Trustees at Kenyon College and formerly a member of the Georgetown University Law Center Board of Visitors. Mr. Schwartz is a member of the Board of Directors of NYU Langone Medical Center. Mr. Schwartz served as a member of the Board of Directors of Scientific Games from 2003 until September 2020, where he served as a member of the Compliance Committee and Compensation Committee.

    

 

Director Qualifications:

    

Mr. Schwartz brings to our Board of Directors extensive experience and knowledge in the areas of mergers and acquisitions, legal and compliance through his service as a senior executive in a large, diversified holding company.

 

 

Gaming and Leisure Properties, Inc.

  

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Summary

 

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Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

    LOGO        

 

LOGO

 

  

Earl C.
Shanks

 

Age: 66

Director Since: 2017

Other Current Public Boards:

Cognyte Software Ltd.

     LOGO   

E. Scott
Urdang

 

Age: 73

Director Since: 2013

Earl C. Shanks was appointed to our Board of Directors in March 2017. Mr. Shanks served as Chief Financial Officer of Essendant Inc., a leading supplier of workplace essentials, from November 2015 through May 2017. Previously, Mr. Shanks served as the Chief Financial Officer at Convergys Corporation from 2003 until 2012. Prior to that, Mr. Shanks held various financial leadership roles with NCR Corporation, ultimately serving as the Chief Financial Officer, where he oversaw treasury, finance, real estate and tax. Mr. Shanks served as a director of Verint Systems Inc. from July 2012 until January 2021. Additionally, Mr. Shanks has served as a director of Cognyte Software Ltd. since January 2021.

 

Director Qualifications:

Mr. Shanks brings to our Board of Directors expertise and knowledge in the areas of accounting, finance, capital markets, tax as well as information technology and cybersecurity through his various executive management leadership roles as well as his significant public company service as a director.

    

E. Scott Urdang has served as a member of our Board of Directors since October 2013. Mr. Urdang, who retired in 2012, was the founder, Chief Executive Officer and Chairman of Urdang Capital Management (now CenterSquare Investment Management). CenterSquare Investment Management is an investment management company that manages and participates in public, private, global, and US-only real estate investment strategies. Mr. Urdang founded the company in 1987 and, at the time of his retirement, it had in excess of $5 billion under management. From 1984 to 1987, Mr. Urdang was a Partner at Laventhol and Horwath, a national consulting and accounting firm, where he served as regional partner in charge of real estate consulting with national responsibility for its pension consulting practice. Mr. Urdang also has experience as a Vice-President of Finance of a large regional development company that was involved in residential subdivisions, office buildings, apartments and shopping centers. Mr. Urdang has twenty (20) years of experience teaching both undergraduate and graduate courses in economics, corporate finance, and real estate finance and investment analysis at the Wharton School of the University of Pennsylvania.

    

 

Director Qualifications:

    

Mr. Urdang brings to our Board of Directors extensive leadership experience in strategic planning, economics and finance as well as his comprehensive knowledge and proven record of success in the real estate industry as an investor, developer, entrepreneur and professor.

 

Our Board of Directors unanimously recommends a vote FOR the election of each of the nominated directors.

BOARD COMPOSITION

Our business and affairs are managed under the direction of our Board of Directors, which currently consists of eight (8) members. Our bylaws provide that our Board of Directors will consist of a number of directors to be fixed exclusively by resolution of the Board of Directors.

Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation or removal. Newly created directorships resulting from any increase in the number of directors and any vacancies resulting from death, resignation or removal from office or other cause will be filled generally by the majority vote of the remaining directors in office, even if less than a quorum is present. A director may be removed by the Board of Directors only for cause or by the shareholders only for cause and only by the vote of 75% of the votes cast by the holders of shares entitled to vote at a shareholder meeting.

 

 

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Table of Contents

 

Proxy

Summary

 

ESG

Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

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DIRECTOR INDEPENDENCE

Our Board of Directors observes all applicable criteria for independence established by The Nasdaq Stock Market LLC (“Nasdaq”) and other governing laws and applicable regulations. No director will be deemed to be independent unless our Board of Directors determines that the director has no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Nominating and Corporate Governance Committee has determined that each of our directors, other than Mr. Carlino, is independent as defined under the corporate governance rules of Nasdaq and, with respect to the committees on which they serve, the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and Nasdaq. None of our directors participated in any transactions, arrangements or relationships that would be required to be disclosed pursuant to SEC Regulation S-K, Item 404, and our Board did not consider any other transactions, arrangements or relationships.

BOARD LEADERSHIP STRUCTURE AND ITS ROLE IN RISK OVERSIGHT

Our Board of Directors has no policy with respect to the separation of the offices of CEO and Chairman of the Board of Directors (“Chairman”). It is the Board’s view that rather than having a rigid policy, it, with the advice and assistance of the Nominating and Corporate Governance Committee, and upon consideration of all relevant factors and circumstances, will determine, as and when appropriate, whether the two offices should be separate. Currently, our CEO also serves as the Chairman. Our Board believes this is appropriate because of the Chairman’s role in leading the Company and his long-standing track record of generating significant shareholder return for the companies for which he has served. Moreover, our Board believes that the Chairman’s substantial beneficial ownership of the Company’s equity has strongly aligned his interests with the interests of shareholders. Because we have selected to have Mr. Carlino serve in both the roles of Chairman and CEO, we have appointed Mr. Marshall to be our Lead Independent Director. As Lead Independent Director, Mr. Marshall’s responsibilities include:

 

     

consulting with the Chairman, as appropriate, regarding the information, agendas and schedules of Board and Board committee meetings, including the ability to add items to the agendas for any meeting

 

     

scheduling, setting the agenda for and serving as chair of meetings of independent directors

 

     

serving as principal liaison between the independent directors and the Chairman and between the independent directors and senior management

 

     

presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors

 

     

in the event of the death, incapacity, resignation or removal of the Chairman, becoming the acting Chairman until a new Chairman is selected

 

     

ensuring that he is available for consultation and direct communications on behalf of the independent directors with major shareholders, as appropriate

Our Board of Directors plays an active role in the oversight of risks impacting our Company, and the management team is charged with managing such risks. Our Board of Directors works closely with management to ensure that integrity, security and accountability are integrated into our operations. Our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. Our Audit and Compliance Committee oversees the management of financial risks and is tasked with focusing on, and analyzing, risks related to cybersecurity and, for that purpose, receiving reports from management regarding cybersecurity risks and countermeasures being undertaken or considered by the Company to prevent information security incidents, detect unusual activity, and to be prepared to respond appropriately should an incident occur. The Nominating and Corporate Governance Committee is responsible for overseeing the risks associated with the Company’s ESG policies as well as the independence of the Board of Directors. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our full Board of Directors is regularly informed regarding such risks through committee reports and otherwise.

COMMITTEES OF THE BOARD OF DIRECTORS

Our Board of Directors has established the following committees: the Audit and Compliance Committee; the Compensation Committee; and the Nominating and Corporate Governance Committee. The composition of each Board committee satisfies the independence requirements and current standards of the SEC and the rules of Nasdaq (as applicable). Current copies of the charters for each of the current committees are available on our website, www.glpropinc.com, under the “Investors” section. The information on our website shall not be deemed incorporated by reference in this Proxy Statement.

 

 

Gaming and Leisure Properties, Inc.

  

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Table of Contents

 

Proxy

Summary

 

ESG

Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

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2022 Committee Membership

 

Name

    

Audit and

Compliance

     Compensation      Nominating and
Corporate
Governance

Peter M. Carlino

      

 

      

 

      

 

JoAnne A. Epps

      

 

      

 

    

Lili Lynton

      

 

      

 

    

Joseph W. Marshall, III

     Chair

 

           

 

E. Scott Urdang

      

 

          Chair

 

Earl C. Shanks

           

 

      

 

James B. Perry

 

      

 

     Chair

 

      

 

Barry F. Schwartz

           

 

      

 

Number of Committee Meetings Held in 2022

     6      6      2

During 2022, the Board held 9 meetings. Each director attended 75% or more of the aggregate of all meetings held by our Board and the Board committees on which he or she served in 2022 and each director also attended last year’s Annual Meeting of Shareholders. Our Board of Directors generally expects its members to attend the Annual Meeting of Shareholders and we believe that all of our directors will attend this year’s Annual Meeting.

Audit and Compliance Committee

The duties and responsibilities of the Audit and Compliance Committee are set forth in its charter and include, among other things, the following:

 

     

to oversee the quality and integrity of our financial statements and our accounting and financial reporting processes

 

     

to prepare the Audit and Compliance Committee report required by the SEC to be included in our annual proxy statement

 

     

to review and discuss with management and the independent registered public accounting firm our annual and quarterly financial statements

 

     

to review and discuss with management and the independent registered public accounting firm our earnings press releases

 

     

to appoint, compensate and oversee our independent registered public accounting firm, and pre-approve all auditing services and non-audit services to be provided to us by our independent registered public accounting firm

 

     

to review the qualifications, performance and independence of our independent registered public accounting firm

 

     

to establish procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters

 

     

to discuss with the internal auditors any major issues as to the adequacy of the Company’s internal controls

 

     

to review and approve related person transactions that would be required to be disclosed in our SEC reports

 

     

to review the Company’s policies and guidelines to assess and manage risk, including cybersecurity risk, and to assess steps taken by management to minimize exposure to risk

 

     

to annually review the Company’s Code of Business Conduct

 

     

to oversee the Company’s compliance program

 

     

to conduct an annual self-assessment and present the results to the Board through the Nominating and Corporate Governance Committee

Our current Audit and Compliance Committee is comprised of Joseph W. Marshall, III (chair), Barry F. Schwartz and Earl C. Shanks. Our Board of Directors has determined that each member meets the heightened independence standards for service on the Audit and Compliance Committee and satisfies the financial literacy and other requirements for “audit committee” members under applicable Nasdaq rules and that each of the members is an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit and Compliance Committee has the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Audit and Compliance Committee may deem appropriate in

 

 

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Proxy

Summary

 

ESG

Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

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its sole discretion. The Audit and Compliance Committee Charter is available on the “Investors” section of our website, www.glpropinc.com. The information on our website shall not be deemed incorporated by reference in this Proxy Statement.

Compensation Committee

The duties and responsibilities of the Compensation Committee are set forth in its charter and include, among other things, the following:

 

     

to determine the compensation of our CEO and other NEOs

 

     

to establish, review and evaluate, and amend as necessary, employee compensation programs and policies and procedures for management employees and employees generally

 

     

to review and approve any employment contracts, severance agreements or similar arrangements between the Company and any executive officer of the Company

 

     

to review and discuss with management the relationship between the Company’s policies and practices for compensating employees, risk-taking incentives and risk management

 

     

to review, monitor, and make recommendations concerning incentive compensation plans

 

     

to oversee shareholder engagement with respect to executive compensation matters

 

     

to recommend the compensation of directors

 

     

to conduct an annual self-assessment and present the results to the Board through the Nominating and Corporate Governance Committee

Our current Compensation Committee is comprised of James B. Perry (chair), E. Scott Urdang and Joseph W. Marshall, III. Mr. Marshall was appointed to our Compensation Committee in 2022. The Compensation Committee has the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Compensation Committee may deem appropriate in its sole discretion.The Compensation Committee Charter is available on the “Investors” section of our website, www.glpropinc.com. The information on our website shall not be deemed incorporated by reference in this Proxy Statement.

Nominating and Corporate Governance Committee

The duties and responsibilities of the Nominating and Corporate Governance Committee are set forth in its charter and include, among other things, the following:

 

     

review the structure, composition, eligibility and size of the Board of Directors and its committees, including the suitability of candidates and current directors, and make recommendations to the Board of Directors based on its review and analysis

 

     

identify and recommend to our Board of Directors potential candidates, including any candidates recommended by our shareholders, for election to the Board of Directors by the shareholders at annual meetings, including an annual review as to the renominations of incumbents and proposed nominees for election by the Board of Directors to fill vacancies that occur between shareholder meetings

 

     

determine whether a candidate recommended for membership on the Company’s Audit and Compliance is financially literate and meets the standards of “an audit committee financial expert” as defined by Nasdaq and the SEC

 

     

oversee and review the Company’s strategies, activities, policies and communications regarding sustainability and ESG matters, human capital management, leadership development, employee engagement and corporate culture, including diversity, equity and inclusion, and make recommendations to the Board regarding material guidelines, documents or policies, or any changes thereto, that comprise the Company’s ESG framework

 

     

oversee shareholder engagement with respect to ESG matters

 

     

review and assess succession planning

 

     

oversee annual Board and committee self-assessment process and evaluation

 

     

recommend members for each committee of the Board of Directors

 

     

engage third parties, if and when the committee deems appropriate, to identify potential director nominee candidates, which shall include instructing such parties of the criteria to be considered to ensure the Committee’s commitment to maintaining an appropriate balance of tenure, diversity, skills and experience on the Company’s Board

 

     

oversee the Company’s Corporate Governance policies

 

 

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Summary

 

ESG

Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

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Our current Nominating and Corporate Governance Committee is comprised of E. Scott Urdang (chair), Lili Lynton and JoAnne A. Epps. Ms. Epps was appointed to our Nominating and Corporate Governance Committee in 2022. The Nominating and Corporate Governance Committee has the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Nominating and Corporate Governance Committee may deem appropriate in its sole discretion. The Nominating and Corporate Governance Committee Charter is available on the “Investors” section of our website, www.glpropinc.com. The information on our website shall not be deemed incorporated by reference in this Proxy Statement.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is or was formerly an officer or employee of the Company or has or had any relationships requiring disclosure by the Company under applicable SEC rules requiring disclosure of certain relationships and related party transactions. None of our executive officers currently serve, or in 2022 served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or our Compensation Committee.

DIRECTOR COMPENSATION

Our non-employee directors receive both cash and equity compensation for service on our Board. The compensation of our non-employee directors is reviewed annually by the Compensation Committee with the assistance of the Compensation Committee’s independent compensation consultant, Ferguson Partners Consulting, L.P. Our Board’s compensation program for non-employee directors is designed to meet the following objectives:

 

     

to provide fair compensation to directors commensurate with the time commitments, responsibilities and strict gaming licensing requirements that must be maintained for service on our Board

 

     

to attract and retain experienced, highly-qualified individuals to serve on our Board

 

     

to provide a compensation program that aligns the interest of directors with shareholders by providing a significant portion of annual compensation in the form of equity

Annual Review Process

The Compensation Committee assesses the non-employee director compensation program on an annual basis. With the assistance of the compensation consultant, the Compensation Committee recommends to our Board the form and amount of compensation to be paid for service as a non-employee director on our Board and its committees.

2022 Director Compensation

The Company paid director compensation in 2022 to each non-employee director as shown in the table below.

 

  

 

   Schedule of Director Compensation for 2022

Annual Cash Retainer

   $115,000

Annual Restricted Stock Award

   Restricted Stock valued at $185,000

Committee Chair Retainer

   $35,000 for the Audit and Compliance Committee
 

 

   $25,000 for the Compensation Committee
 

 

   $22,500 for the Nominating and Corporate Governance Committee

Committee Member Retainer

   $17,500 for the Audit and Compliance Committee
 

 

   $12,500 for the Compensation Committee
 

 

   $11,250 for the Nominating and Corporate Governance Committee

 

 

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Proxy

Summary

 

ESG

Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

    LOGO        

 

The following table sets forth information on the compensation of all our non-employee directors for 2022:

 

     2022 Compensation(1)

Name

  

Fees

Earned or

Paid in

Cash ($)(2)

  

Stock

Awards (#)(3)

  

Stock

Awards
($)(3)

  

Total

Compensation
($)

Joseph W. Marshall, III

       833        7,116        346,265        347,098

E. Scott Urdang

              6,885        335,024        335,024

Earl C. Shanks

              6,525        317,507        317,507

James B. Perry

       140,000        3,802        185,005        325,005

Barry F. Schwartz

       132,500        3,802        185,005        317,505

Lili Lynton

              6,397        311,278        311,278

JoAnne A. Epps

       122,500        3,802        185,005        307,505

 

(1)

There are no unvested stock awards outstanding as of December 31, 2022.

 

(2)

Cash fees include annual board retainer and, where applicable, committee retainers. Mr. Marshall, Mr. Urdang, Mr. Shanks and Ms. Lynton elected to receive their annual cash retainer and committee fees in the form of restricted stock in 2022.

 

(3)

The amounts listed above are calculated based on the closing price on the day prior to grant date and vest on December 1st of the year of the grant.

Director Stock Ownership Guidelines

Our Board believes that it is important for non-employee directors to have a financial stake in the Company such that their interests are more closely aligned with those of our shareholders. Accordingly, the Board has established stock ownership guidelines for our non-employee directors. Each non-employee director is expected to acquire, and continue to hold during the term of his or her service on the Board, equity with a value equal to five times the annual cash retainer. The deadline to satisfy these guidelines is the later of March 22, 2023 or the fifth anniversary of the applicable non-employee director’s appointment or election. As of December 31, 2022, seven out of eight of our directors were in compliance with the ownership guidelines set forth above, with the only exception being a director appointed to the Board in 2021. That non-employee director satisfied the requirement on or about January 3, 2023.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

The Board believes it is important for shareholders and others to have a process to send communications to the Board. Shareholders who wish to communicate with directors should do so by writing to Gaming and Leisure Properties, Inc., 845 Berkshire Boulevard, Suite 200, Wyomissing, PA 19610, Attention: Secretary. The Secretary of the Company reviews all such correspondence and forwards to the Board of Directors a summary of all such correspondence and copies of all correspondence that, in the opinion of the Secretary, deals with the functions of the Board of Directors or Board committees or that he otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by the Company that is addressed to members of the Board of Directors and request copies of any such correspondence. Concerns relating to accounting, internal controls or auditing matters will be brought to the attention of the Company’s Audit and Compliance Committee.

DIRECTOR NOMINATION PROCESS

Minimum Qualifications of Directors

The Nominating and Corporate Governance Committee of the Board of Directors is responsible for evaluating and recommending eligible candidates for membership on our Board, including director nominees suggested by, among others, other Board members, management and shareholders. The Nominating and Corporate Governance Committee is also responsible for examining the composition of the Board to ensure that the current and anticipated future needs of the Board and the Company are being met. Our Nominating and Corporate Governance Committee may also retain professional search firms to identify candidates.

The Nominating and Corporate Governance Committee seeks to identify, as candidates for director, persons with gaming and/or real estate industry knowledge; senior management experience; diverse demographics (including gender, race, ethnicity and age); analytical ability; diversity of viewpoints; business acumen; strength of character; integrity; and mature judgment. The Nominating and Corporate Governance Committee’s focus on diversity is evidenced by its commitment to include qualified candidates who identify as women and as underrepresented minorities in future board candidate searches, including any searches conducted by

 

 

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Proxy

Summary

 

ESG

Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

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third-parties. The Nominating and Corporate Governance Committee will also consider, among other considerations set forth in the Company’s Corporate Governance Guidelines:

 

     

a candidate’s background and skills, including financial literacy, independence, and the contribution he or she would make in connection with the Company’s business strategy

 

     

a candidate’s ability to meet the suitability requirements of all applicable regulatory authorities

 

     

a candidate’s ability to represent the interests of the shareholders

 

     

a candidate’s ability to work constructively with the Company’s management and other directors

 

     

a candidate’s availability, including the number of other boards on which the candidate serves, and his or her ability to dedicate sufficient time and energy to his or her board duties

The Nominating and Corporate Governance Committee Charter and the Corporate Governance Guidelines are made available on the “Investors” section of our website, www.glpropinc.com. The information on our website shall not be deemed incorporated by reference in this Proxy Statement.

Commitment to Board Diversity

The Board is focused on ensuring that it is composed of individuals with an appropriate balance of diverse backgrounds, experiences, skill sets, perspectives, demographics (including gender, race, ethnicity and age), tenure, analytical ability and viewpoints. The Board confirms that the Company’s policy of non-discrimination and inclusiveness applies in the selection of its directors. The Board believes that Board diversity is critical to thoroughly assess risk, anticipate challenges and scrutinize the complex and dynamic issues that impact the Company and its industry, shareholders, stakeholders and the broader society. The current Nominating and Corporate Governance Committee Charter outlines the characteristics and qualifications sought by the Nominating and Corporate Governance Committee when considering potential director candidates, and includes, among other things, its commitment to Board diversity (including, gender, race, ethnicity and age).

The Nominating and Corporate Governance Committee’s view on the topic of diversity is multifaceted and aligned with our Board. Creating a Board of diverse, but also complementary, individuals requires the Nominating and Corporate Governance Committee to balance each factor through a holistic approach. Such an approach enables the Nominating and Corporate Governance Committee to identify and recommend, for the selection by a majority of the Board, the best director candidates. The Nominating and Corporate Governance Committee’s focus on diversity is evidenced by its commitment to include qualified candidates who identify as women and as underrepresented minorities in future board candidate searches, including any searches conducted by third-party consultants.

Shareholder Nominations of Directors and Other Business

Shareholders who (a) are not “Unsuitable Persons,” as that term is defined in our charter, (b) have beneficially owned at least 1% of the Company’s common stock for a continuous period of not less than 12 months before making such recommendation and (c) are entitled to vote at the Annual Meeting, may submit director nominations and proposals for other business for consideration by the Board of Directors and the Nominating and Corporate Governance Committee, as applicable, to be raised from the “floor” at our Annual Meeting, provided that such recommendations are in proper written form and timely received by the Secretary of the Company. To be timely, a shareholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not less than 120 and not more than 150 days prior to the anniversary date of the immediately preceding annual meeting of shareholders. The requirements set forth in this section do not relate to shareholder proposals intended to be included in our Proxy Statement and submitted pursuant to Rule 14a-8 promulgated under the Exchange Act.

With respect to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the recommendation for nomination or proposal is made, all notices must include the following information as further outlined in our Amended and Restated Bylaws:

 

     

the name and address of such shareholder, as they appear on the Company’s books, the telephone number of such shareholder, and the name, address and telephone number of such beneficial owner, if any

 

     

a statement or SEC filing from the record holder of the shares, derivative instruments or other interests verifying the holdings of the beneficial owner and indicating the length of time the shares, derivative instruments or other interests have been held by such beneficial owner and any other information relating to such shareholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or the election of directors in a contested election pursuant to Section 14 of the Exchange Act and

 

 

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Summary

 

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Highlights

 

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Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

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the rules and regulations promulgated thereunder, including, but not limited to, voting arrangements, rights to dividends or performance related fees associated with any securities held, material legal proceedings involving the Company, its directors, officers or affiliates, and any material interest in any material contract or agreement with the Company, its affiliates or any principal competitors

 

     

a representation that such shareholder and beneficial owner, if any, intend to be present in person at the meeting

 

     

a representation that such shareholder and such beneficial owner, if any, intend to continue to hold the reported shares, derivative instruments or other interests through the date of the Company’s next annual meeting of shareholders, and

 

     

a completed and signed questionnaire, multi-jurisdictional personal history disclosure form, representations, agreement and consent to provide additional information and to submit to a background check prepared with respect to and signed by such shareholder and beneficial owner, and such additional information, documents, instruments, agreements and consents as may be deemed useful to the Board of Directors to evaluate whether such shareholder or beneficial owner is an Unsuitable Person

Any notice pertaining to a shareholder recommendation for nomination for election or re-election as a director, must also include the following information:

 

     

all information relating to the recommended nominee that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director, if elected)

 

     

a description of all direct and indirect compensation, economic interests and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such shareholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each recommended nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the shareholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the recommended nominee were a director or executive officer of such registrant

 

     

a description of all relationships between the proposed nominee and the recommending shareholder and the beneficial owner, if any, and of any agreements, arrangements and understandings between the recommending shareholder and the beneficial owner, if any, and the recommended nominee regarding the nomination

 

     

a description of all relationships between the recommended nominee and any of the Company’s competitors, customers, suppliers, labor unions (if applicable) and any other persons with special interests regarding the Company

 

     

a completed and signed questionnaire, multi-jurisdictional personal history disclosure form, representations, agreement and consent to provide additional information and to submit to a background check prepared with respect to and signed by the recommended nominee, and such additional information, documents, instruments, agreements and consents as may be deemed useful to the Board of Directors to evaluate whether such nominee is an Unsuitable Person, and

 

     

the written representation and agreement (in the form provided by the Secretary upon written request) of the recommended nominee that he or she (1) is not and will not become a party to a voting commitment that has not been disclosed to the Company or that could limit or interfere with such person’s ability to comply, if elected as a director of the Company, with such person’s fiduciary duties under applicable law, (2) is not and will not become a party to any compensation arrangement with any person or entity in connection with service or action as a director that has not been disclosed, and (3) in such person’s individual capacity, and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Company, and will comply with all applicable publicly disclosed corporate governance and other policies and guidelines of the Company.

Any notice as to any business other than a recommendation for nomination of a director or directors that the shareholder proposes to bring before an annual meeting of shareholders, must also set forth (1) a brief description of the business desired to be brought before such meeting, the reasons for conducting such business at the annual meeting of shareholders and any material interest of such shareholder and beneficial owner, if any, in such business, (2) a description of all contracts, arrangements, understandings and relationships between such shareholder and beneficial owner, if any, on the one hand, and any other person or persons (including their names), on the other hand, in connection with the proposal of such business by such shareholder and (3) the text of the proposal or business (including the text of any resolutions proposed for consideration).

 

 

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Table of Contents

 

Proxy

Summary

 

ESG

Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

      LOGO      

 

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee is responsible for the Company’s executive compensation program. For purposes of the following Compensation Discussion and Analysis (“CD&A”), the terms “Committee” or “we” or “our” refer to the Compensation Committee of the Board.

The following CD&A describes our compensation philosophy, objectives and policies and how these are reflected in the compensation program for our NEOs. Our NEOs for 2022 were:

 

Name

   Title

Peter M. Carlino

   Chairman, Chief Executive Officer and President

Brandon J. Moore

   Chief Operating Officer, General Counsel and Secretary

Desiree A. Burke

   Chief Financial Officer and Treasurer

Matthew J. Demchyk

   Senior Vice President and Chief Investment Officer

Steven L. Ladany

   Senior Vice President and Chief Development Officer

Executive Compensation Reference Guide

 

 

 

 

 

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Table of Contents

 

Proxy

Summary

 

ESG

Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

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Executive Summary

GLPI is the most geographically diversified owner of gaming assets in the country and was the nation’s first real estate investment trust (“REIT”) focused on acquiring, owning and leasing real property assets to gaming operators under long-term net lease arrangements. The unique nature of the Company’s business model requires our management team to have a specialized skill set with knowledge and expertise in both the gaming and real estate industries. Acquiring gaming assets in a long-term lease requires an in-depth understanding of the underlying business and the market in which it operates. The Committee is committed to designing and maintaining an executive compensation program that attracts and retains top executive talent with the necessary experience in, and understanding of, gaming assets while recognizing that the overall construct of the compensation program reflects the Company’s operation as a publicly-traded triple-net REIT.

Our diversified geographic footprint spans 18 states in the U.S. today with a portfolio that has grown from 21 properties as of December 31, 2013 to 57 properties as of December 31, 2022(1), including over $10 billion in transactions since inception in 2013.

 

 

LOGO

 

Property Growth(1)

 

The portfolio has
grown to 57 properties
in 2022 from 21
properties in 2013.

 

 

   

 

LOGO

 

Square-Footage(1)

 

Expanded total
square-footage from
7M to 27.8M from
2014 to 2022.

 

 

   

 

LOGO

 

Hotel Rooms(1)

 

The number of hotel
rooms increased
from 2,792 rooms
in 2014 to 14,217
rooms in 2022.

 

   

 

LOGO

 

Acreage(1)

 

Total amount of acres
rose from 3,245 acres
to 5,952 acres from
2014 to 2022.

 

 

Diversity and Stability(1)

 

   

Geographic and Tenant Diversification

 

  Structural Stability

High quality real estate spanning across 17 states
with 6 premier tenants

 

  90% of properties in cross-collateralized master leases
with remaining lease terms in excess of 25 years
   

Value-Added Transaction

 

  Tenant Stability
$839M in Acquisitions closed in 2022  

87% of rent comes from premier publicly traded
gaming companies (PENN, BYD, CZR AND BALY)

 

 

 

(1)

Excludes the January 3, 2023 acquisition of Hard Rock Hotel & Casino Biloxi and Bally’s Tiverton, which added 2.4 million of property square feet, increased properties owned to 59, increased owned acreage by 55.3, added 563 hotel rooms, and increased geographic diversification to 18 states (with the addition of Rhode Island).

 

 

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Summary

 

ESG

Highlights

 

Board of

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Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

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2022 Performance Highlights

The Company had an active and productive year marked by strong operating results, accretive transactions and increased dividends as we continued to leverage our deep knowledge of the gaming sector to drive long-term growth, while actively managing our tenant relationships, financing activities and capital structure. The successful execution of our strategy and business plan continues to deliver consistent long-term value creation for our shareholders.

 

Strong Financial Results

    

Significant Earnings Growth       Market-Leading Shareholder Value Creation

32%

   $3.55       +13.5%    +46.2%    $0.705
Year-over-year growth
in net income to $703,285
  

AFFO per diluted share
and unit in 2022

(as compared to
$3.44 in 2021)

     

One-Year TSR

(100th percentile of the net-lease peer group)

  

Three-Year TSR

(95th percentile of the net-lease peer group)

  

Quarterly dividend as of Q4 2022

(+5.2% since Q4 2021
and +17.5% since Q4 2020)

 

Strategic Achievements

  ✓      Entered into definitive agreements to acquire up to $1.4 billion in new properties, subject to certain conditions, through the expansion of our relationship with Bally’s Corporation (consistent with our business plan to drive accretive growth through acquisitions)
   Entered into a binding commitment with PENN Entertainment, Inc. to fund up to $575 million in development projects/relocations at certain existing properties (consistent with our business plan to drive accretive growth through investment in existing properties)
   Entered into a binding commitment with PENN Entertainment, Inc. to renegotiate certain leases to create a new master lease with fixed rent and escalation (added strength and stability by reducing volatility in rental income and eliminating two single-property leases)
   Completed transaction with Bally’s Corporation to ground lease land at the Tropicana Las Vegas and sell the building improvements (consistent with our business plan to monetize the Tropicana Las Vegas assets acquired from PENN Entertainment, Inc. during the COVID-19 pandemic)
   Completed previously announced acquisition of the real property assets of Bally’s Corporation’s three properties in Black Hawk, Colorado and its Quad Cities Casino & Hotel in Rock Island, Illinois (consistent with our commitment to drive accretive growth through acquisitions)
   Completed previously announced acquisition of the real property assets of Live! Casino & Hotel Philadelphia and Live! Casino Pittsburgh from The Cordish Companies (consistent with our commitment to drive accretive growth through acquisitions)
   Offered all tenants a new utility data tracking platform (at no charge to tenant) to encourage collection and disclosure of utility usage (consistent with our commitment to ESG)
   Formed a new ESG Steering Committee, which reports to the Nominating and Corporate Governance Committee of the Board (consistent with our commitment to ESG)
Balance Sheet Management
   Replaced existing credit facility with a new credit facility, expanding revolving credit capacity from $1.175 billion to $1.750 billion
   No outstanding cash balance under the Company’s credit facility as of December 31, 2022 with $1.75 billion of full revolver availability
   Issued 7.935 million shares of common stock in a bought overnight transaction, raising $350.8 million to support announced transactions
   Issued 5.2 million shares of common stock at an average price of $50.32 through the use of the Company’s low cost at-the-market offering program
   Creation of new $1 billion at-the-market offering program to permit the Company to opportunistically raise low-cost equity
   Net leverage below 5.0x at December 31, 2022

 

 

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Table of Contents

 

Proxy

Summary

 

ESG

Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

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Executive Compensation Highlights

Highlights of our overall 2022 executive compensation program are outlined below, with details discussed more fully throughout CD&A:

 

     

No increases to our CEO’s pay opportunity since our formation, including the following:

 

 

No increase in base salary

 

No increase in annual bonus payout opportunities

 

     

Ensured a best-in-class compensation structure, including the following 2022 highlights:

 

 

90% of cash bonus tied to pre-established goals

 

Incorporated objective ESG performance goals into our annual cash bonus program

 

     

Rigorous performance goals for both our annual performance cash bonus program and performance-based equity awards:

 

 

Maximum payout under the cash bonus program requires out-performance across multiple metrics

 

Maximum payout for the performance-based equity awards requires top quartile relative TSR performance over a three-year period

 

Performance-based equity award payout capped at target if absolute TSR is negative over the performance period

 

     

Over 60% of our NEOs’ pay opportunity is variable, performance-based compensation contingent upon the achievement of predetermined performance criteria designed to drive shareholder value:

 

 

Approximately 66% of the value of our CEO’s equity awards (and 64% for our other NEOs) are at-risk and contingent upon the Company achieving rigorous TSR hurdles over a three-year performance period

These two components of “at risk” compensation represent a significant portion of management’s total compensation opportunity:

 

LOGO

 

  (1)

Service-Based Award(s) includes the target value of the long-term fixed equity awards.

 

  (2)

Performance-Based/“At-Risk” Compensation includes the annual performance cash awards and the target value of the long-term performance-based equity awards.

 

     

In lieu of employment agreements, we adopted the Executive Change in Control and Severance Plan in 2019 to provide certain of the members of the Company’s senior management with compensation and benefits in the event of certain termination events. The Executive Change in Control and Severance Plan is more fully described under “Certain Relationships and Related Person Transactions” in this Proxy Statement.

In addition, we are committed to strong corporate governance as highlighted by the following:

 

     

Stock ownership guidelines for our executive officers and non-employee directors

     

Anti-hedging policy that prohibits trading in puts, calls, options or other derivative instruments derived from the value of the Company’s stock

     

Double trigger vesting acceleration of incentive equity awards upon a change of control

     

No agreements or arrangements containing tax gross-ups or other similar tax indemnification provisions

     

Clawback policy that applies to all executive officers to recover incentive compensation under certain circumstances

 

 

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Summary

 

ESG

Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

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Enhanced commitment to ESG and diversity through formalized oversight by the Nominating and Corporate Governance Committee and a commitment to include women and underrepresented minorities in each new director candidate search

 

     

We actively engage with our shareholders on our compensation program, which has resulted in numerous changes over the past several years. During 2022, the Company’s outreach efforts included more than 300 contacts with investors. See “Shareholder Outreach” below for more information.

Shareholder Outreach

Our Board and management recognize the importance of ongoing engagement with our shareholders to enable us to understand and respond to shareholder concerns. The composition of the Company’s shareholder base has changed dramatically since its spin-off from PENN Entertainment, Inc. in 2013 from predominately gaming investors to largely REIT and index-oriented institutional investors. In response to our evolving shareholder base and feedback received, the Company has made meaningful changes to its corporate governance structure, compensation programs and ESG initiatives.

The Board believes that it is important to understand the reasons why shareholders choose not to support certain of the Board’s recommendations and to discuss the Company’s governance structure and initiatives shareholders would like the Board to consider in the upcoming year. Throughout the year, members of the management team, and in some cases members of the Board, engaged in routine and off-cycle investor outreach with the corporate governance teams of our top 20 shareholders as well as significant shareholders that either withheld votes or voted against the recommendations of the Board.

Through these outreach efforts, the Board and management gained a valuable understanding of the perspectives and concerns of each investor. The Board and management carefully consider shareholder feedback, as well as the results from our most recent shareholder advisory vote on executive compensation, when reviewing its corporate governance and executive compensation programs.

At the Company’s 2022 Annual Meeting of Shareholders, the majority of our shareholders (95.9% of shares voted) supported our shareholder advisory vote on executive compensation.

Compensation Philosophy and Objectives

We have adopted and annually review and confirm a compensation philosophy that serves as the guide for all executive compensation decisions. Our compensation philosophy is as follows:

The Company intends to maintain an executive compensation program that will help it attract and retain the executive talent needed to grow and further the strategic interests of the business in an increasingly competitive operating environment. To this end, the Company provides a compensation and benefits program designed to provide talented executives with good reason to remain with the Company and continue in their efforts to improve shareholder value, while carefully considering the impact of the Company’s actions on all stakeholders. The Company’s program is designed to motivate and reward executives to achieve and exceed targeted results. Pay received by the executives will be commensurate with the performance of the Company and their own individual contributions.

In order to achieve our stated compensation philosophy, our compensation program is guided by the following objectives:

 

     

offer a competitive and balanced compensation program to compensate executives for the unique experience required of our management team, taking into consideration the total compensation opportunity offered by other REITs and gaming companies

 

     

utilize a mix of fixed and performance-based compensation designed to closely align the interests of management with those of the Company’s shareholders, and

 

     

utilize rigorous performance-based metrics aligned with key strategic objectives that support long-term shareholder value

Annual Review and Approval Process

Role of the Compensation Committee

The Committee annually reviews and approves the executive compensation packages for our CEO and each of the other executive officers as well as confirms and approves performance-based awards earned for the most recently completed year. In establishing compensation packages, the Committee considers numerous factors and data, including:

 

     

the experience necessary to identify and solve the significant tax, accounting, legal and regulatory complexities inherent in the types of transactions pursued by the Company

 

 

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Proxy

Summary

 

ESG

Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

      LOGO      

 

     

the compensation packages of gaming peers with whom the Company competes for talent and assets

 

     

the compensation packages, structure and performance goals of our REIT peers

 

     

the dividend payout for the previous fiscal year and projected dividends for the current year

 

     

the ability to negotiate definitive acquisition agreements for properties that will be accretive to the Company’s AFFO and dividend

 

     

the Company’s performance relative to its REIT peers

 

     

the ability to satisfy state gaming licensing requirements

 

     

the individual performance of the executives and their total compensation relative to executive peers;

 

     

a breakdown of the various components of each executive officer’s compensation package

 

     

perquisites and other benefits, if any, offered to each executive, and

 

     

the performance of previous performance-based equity incentive awards

The Committee reviews this information with its compensation consultant and certain members of the executive management team to revise or confirm the compensation packages for each executive officer. One of our goals is to ensure that base salaries and total compensation packages are appropriate to attract and retain executives with the gaming and real estate experience necessary to create long-term shareholder value and protect the interests of our stakeholders. We will also alter performance measures and/or the mix of cash and long-term equity incentive awards, as necessary, to ensure that management incentives continue to be aligned with shareholders.

Role of Management

The Company’s CEO works closely with the Committee to analyze relevant peer data and to determine the appropriate base salary, cash bonus and incentive award levels for each member of the executive management team. While the Committee values the judgment and input from the CEO, and considers his recommendations, the Committee ultimately retains sole discretion to approve the compensation packages for each member of the executive management team.

Role of Compensation Consultant

We retained Ferguson Partners Consulting L.P. (“FPC”) to advise us on compensation-related matters in 2022. We selected FPC because of its experience in assisting other REITs in determining the optimal type and balance of cash and incentive award components in a manner intended to align the interests of management and shareholders while being competitive. In addition to other tasks, FPC worked with management and the Committee to develop a peer group for use in structuring the Company’s executive compensation program. We review the peer group with FPC annually to ensure that it provides an accurate representation of the Company’s structure and operations. A description of the process and rationale utilized for selecting our 2022 executive compensation peer group is described below.

FPC reviewed the current compensation of each executive officer on several levels, including consideration of (a) cash versus equity-based incentive awards, (b) fixed versus variable compensation, (c) service-based vesting versus performance-based vesting, and (d) short-term awards versus long-term incentive awards. In addition, FPC provided the Committee with information regarding the compensation levels of executive officers in our selected peer group, as well as current compensation “best practices” and trends in the REIT and gaming industries. Based on all of the available information and discussions with the CEO, FPC provided its recommendation to the Committee as to the appropriate compensation of each executive officer or confirmed for the Committee that the suggested compensation packages were reasonable.

The Committee determined that no conflict of interest existed during 2022 between FPC and the Company (including the Board of Directors and management) pursuant to Item 407(e)(3)(iv) of SEC Regulation S-K. Neither FPC nor any affiliate provided additional services to the Company or its affiliates in excess of $120,000 during 2022.

 

 

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Summary

 

ESG

Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

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Executive Compensation Peer Group

Each year, the Committee reviews the executive compensation peer group to ensure the appropriateness of each peer company, as well as the peer group in totality based on the Company’s current dynamics based on the following:

 

 

GLPI Business Factors Used to Assess Peer Group Selection

 
 
Exclusively focused on the acquisition and development of gaming assets
 
 
Acquiring gaming assets from taxable corporations includes complex tax,
accounting, legal and regulatory issues
 
 
Our executives require knowledge and expertise in both real estate and gaming
operations to balance our strategic initiatives with our unique structure
 
 
We compete for talent and assets with not only REITs, but with companies in
the highly competitive gaming industry

Based on this assessment, the Committee determined that the Company’s competitors consist of two distinct groups of companies (i) companies with whom we compete for investors and capital – gaming REITs and triple-net lease REITs, and (ii) companies with whom we compete with for talent and assets – gaming REITs and gaming operators. Accordingly, we reviewed our executive compensation peer group based on the following selection criteria:

 

     

Size – companies with implied market capitalization or total capitalization ranging from 0.3x to 3.0x that of the Company

 

     

Net Lease REITs – REITs with revenues primarily derived from net leases or triple-net leases that are comparable to the Company in terms of the knowledge and skills required by the executive team to effectively evaluate opportunities and structure leases

 

     

Gaming Expertise – gaming companies with whom the Company competes for talent and assets and have the knowledge to navigate the highly regulated and complex gaming industry

Applying these criteria, FPC recommended, and the Committee approved, the following peer group for 2022(1)(2):

 

Net Lease REITs

  Gaming Companies
Alexandria Real Estate Equities, Inc.   Boyd Gaming Corporation
EPR Properties   Caesars Entertainment Inc.
Hudson Pacific Properties, Inc.   MGM Resorts International
Medical Properties Trust Inc.   PENN Entertainment, Inc.
National Retail Properties, Inc.   Wynn Resorts, Limited
Omega Healthcare Investors, Inc.  
Realty Income Corporation  
Spirit Realty Capital, Inc.  
STORE Capital Corporation(2)  
VICI Properties Inc.  
Welltower Inc.  

W. P. Carey Inc.

   

 

(1)

No changes were made to the Executive Compensation Peer Group in 2022.

(2)

STORE Capital Corporation was acquired by GIC and Oak Street on February 3, 2023. During the Committee’s peer group review process in 2022, the merger had not yet been approved by shareholders. As such, market data was still applicable, and the company remained an appropriate peer.

The majority of these peer companies share some, but not all, aspects of the Company’s business model given the unique nature of its business. While each peer is not entirely comparable to the Company, we believe on a blended basis our current peer group provides the most accurate representation of the Company’s operations and is appropriate particularly given that:

 

     

the peer group is over-weighted toward net lease REITs (represents more than two-thirds of the peer group)

 

     

our implied equity market capitalization and total enterprise value was above the median of the peer group

 

 

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Summary

 

ESG

Highlights

 

Board of

Directors

 

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Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

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During 2022, the Committee utilized peer group compensation data to understand the Company’s pay levels and structure as compared to the market. Although the Committee does not target a certain percentile of compensation, we believe it is important to understand the competitive landscape to effectively assess each executive officer’s total compensation opportunity, pay mix and governance practices. We strive to ensure that our compensation program and opportunities remain equitable and competitive, while also considering other factors such as overall market trends, shareholder feedback, internal equity and Company performance.

Risk Assessment

In establishing and reviewing our executive compensation program, we consider, among other things, whether the program properly motivates executives to focus on the creation of shareholder value without encouraging unnecessary or excessive risk taking. To this end, the Committee carefully reviews the principal components of executive compensation. Base salaries are reviewed annually. Annual incentive pay is focused on achievement of certain specific overall financial performance goals and is determined using multiple criteria with established maximum payouts. The other major component of our executive officers’ compensation is long-term incentives provided through the award of restricted stock, which we believe is important to help further align executives’ interests with those of our shareholders and other stakeholders. We believe that these cash and incentive awards, especially when combined with the stock ownership requirements and compensation clawback policy, described in this Proxy Statement under the heading Other Compensation Policies, appropriately balance risk, payment for performance and alignment of executive compensation with the interests of shareholders and other stakeholders without encouraging unnecessary or excessive risk taking.

Overview of 2022 Compensation

Elements of Compensation

The 2022 compensation program was heavily weighted towards performance-based compensation utilizing several different performance metrics. The mix of cash versus equity-based incentive awards, fixed versus variable compensation, and service-based vesting versus performance-based vesting of equity incentive awards was designed to ensure that management was, and remained, appropriately incentivized across a number of different business and economic environments. In addition, our program included both internal performance measures as well as external performance metrics to ensure that our executives were focused on the Company’s goals as well as its position in the market. The following is a summary of the key elements (with a more detailed description of each element provided below):

 

Component

   Description    Objective    Strategic Rationale

Base Salary

   Fixed cash compensation    Provide competitive fixed compensation considering the job responsibilities, individual performance, skills and experience    Designed to attract and retain executives with the experience and skills necessary to implement the Company’s growth strategy

Annual Performance Cash Awards

   Cash compensation with 90% tied to achievement of pre-determined performance goals and 10% tied to qualitative performance    Provide variable incentives that may vary significantly year to year based on our annual results and specific strategic goals for the year    Motivates the achievement of short-term corporate objectives that are aligned with our annual budget and business plan and aligns executive and shareholder interests

Long-Term Fixed Equity Awards

   Annual equity awards with time-based vesting equally over a three-year period    Supplement fixed compensation with long-term vesting to enhance retention and encourage long-term growth by subjecting recipients to the same market fluctuations as shareholders    Aligns executive and shareholder interests and rewards long-term stock performance

Long-Term Performance-Based Equity Awards

   Annual equity award with three-year cliff vesting based on TSR measured against the US MSCI Index and triple-net REIT peers    Provide a significant portion of total potential compensation tied to superior long-term stock performance    Aligns executive and shareholder interests and rewards long-term stock performance with no payout for under-performance and capped payouts during periods of negative absolute TSR

 

 

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Summary

 

ESG

Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

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Base Salary

The base salaries of our executives are designed to compensate them for services rendered during the fiscal year and, consistent with our pay for performance philosophy, executives receive a significant portion of their overall targeted compensation in a form other than a fixed base salary. Although the Company does not generally benchmark against any particular percentile of base salaries of comparable executives within the Company’s peer group, we set salaries that are competitive with our peers so that the Company can attract and retain high-performing executives, including certain executives with experience in the gaming industry. In addition, we recognize that it is critical that executives have the experience necessary to identify and resolve the complex tax, accounting and legal and regulatory issues inherent in the type of transactions engaged in by the Company. Base salaries are then further adjusted for certain qualitative factors, including: specific position duties and responsibilities; tenure with the Company; individual contributions; value to the Company; and the overall reasonableness of an executive’s compensation.

Set forth below are the 2022 base salaries for each of the NEOs.

 

Executive

  

2022

Salary

    

Change

Chairman, Chief Executive Officer and President

       $1,808,468      No Change Since 2012

Chief Operating Officer, General Counsel and Secretary

       $500,000      $50,000 increase

Chief Financial Officer and Treasurer

       $430,000      $10,000 increase

Senior Vice President and Chief Investment Officer

       $420,000      $20,000 increase

Senior Vice President and Chief Development Officer

       $390,000      $40,000 increase

Annual Performance Cash Awards

For 2022, the Committee adopted an annual cash bonus program designed to motivate the executive officers and other members of the management team to achieve certain Company growth objectives and near-term strategic priorities. These goals are critical to our long-term success and are designed to be challenging and rigorous to ensure that we remain focused on sustained growth and our overall business strategy. Additionally, the Committee also considered best practices and governance standards in designing our cash bonus program.

The annual cash bonus program has historically been based on the achievement of a number of specific performance criteria focused on the Company’s annual strategic goals and business plan, including specific AFFO and dividend targets. The performance assessment for 2022 was based on the following formula:

 

Metric and Rationale for Inclusion

  Weighting   Threshold   Target   Maximum   Actual

AFFO Growth

 

Motivates management to responsibly deploy capital accretively as measured by a frequently used REIT earnings metric

  35%   $3.29

per share

  $3.33

per share

  $3.37

per share

  $3.55

per share

Dividend Growth(1)

 

Encourages management to focus on profitability and effectively increasing shareholder cash distributions

  35%   N/A   $0.69

per share

  $0.71

per share

  $0.705

per share

Achievement of Company Objectives(2)

 

Rewards management for the achievement of key priorities, including ESG responsibilities, balance sheet management and other relevant factors

  20%   6   7   9   9

Qualitative/Individual

 

Represents indicators of the executive’s success in fulfilling his or her responsibilities and in executing the business plan

  10%   Compensation Committee’s Assessment—See Below

 

(1)

Based on per share dividends announced as of fourth quarter 2022.

(2)

Based on the achievement of: (a) ESG Responsibilities: (i) implement tenant utility tracking system (Achieved), and (ii) form an ESG

 

 

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Matters

 

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Other

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Steering Committee (Achieved); (b) Balance Sheet Management: (i) Net Debt to Adjusted EBITDA at or less than 5.55x (Achieved), and (ii) issue a new tranche of debt with a maturity in excess of ten years (NOT Achieved); (c) Growth Initiatives: (i) complete acquisitions of Bally’s Black Hawk Casinos, Bally’s Quad Cities Casino & Hotel, Live! Casino & Hotel Philadelphia and Live! Casino Pittsburgh (Achieved), and (ii) enter into definitive agreement(s) that will add $20 million in additional rent (Achieved); (d) Other Strategic Objectives: (i) expand existing tenant relationships with the addition of rent through development projects at existing facilities or acquisitions (Achieved), and (ii) implement a comprehensive property inspection program (Achieved); and (e) Shareholder Engagement: (i) increase number of REIT analyst coverage (Achieved), and (ii) engage in at least 300 contacts with current and potential shareholders (Achieved).

In establishing performance metrics and targets for our annual cash bonus program, the Committee takes into consideration (i) strategic objectives for the year, (ii) our business plan, (iii) prior-year results, and (iv) growth expectations. Performance metric targets are intended to be challenging but achievable with maximum payouts only earned for exceptional performance. The Committee also takes into consideration more qualitative/individual factors to reward executives for non-financial achievements that are critical to the growth and success of our Company in the long-term.

We set the ranges of bonuses payable pursuant to the cash bonus measure for each executive as a percentage of annual base salary, as set forth below. In order to help manage total potential compensation payouts, annual cash bonus opportunities are capped at a maximum bonus level, regardless of the extent to which performance exceeds targeted levels.

 

Executive

Threshold Target Maximum

Chairman, Chief Executive Officer and President

  50 %   100 %   200 %

Chief Operating Officer, General Counsel and Secretary

  37.5 %   75 %   150 %

Chief Financial Officer and Treasurer

  37.5 %   75 %   150 %

Senior Vice President and Chief Investment Officer

  37.5 %   75 %   150 %

Senior Vice President and Chief Development Officer

  37.5 %   75 %   150 %

In the first quarter of 2023, the Committee evaluated 2022 performance, as detailed above, and determined that the Company’s performance achieved the maximum goals established under the scorecard, including successfully achieving ESG and strategic initiatives/objectives and effectively managing the balance sheet. The Committee also assessed the individual performance of each NEO, which accounts for only 10% of the overall bonus. The Committee determined that the individual component was achieved at maximum level based on its assessment of the Company’s overall financial and operational achievements and each NEO’s considerable efforts and contributions toward these achievements. Key considerations included:

 

     

Entered into definitive agreements to potentially acquire nearly $1.4 billion in new real property assets and invest an additional $575 million in existing assets through the expansion of existing tenant relationships

 

     

Significant value created for shareholders, including TSR of 13.5% over the one-year period and 46.2% over the three-year period ended December 31, 2022 (which represented shareholder value creation at the top of our industry)

Based on the formula and assessment described above and each executive’s bonus opportunities, the following illustrates the actual amount paid to each NEO for 2022:

 

Executive

    

Actual Bonus

Percent of

Base Salary

    

Actual

Payment

 

Chairman, Chief Executive Officer and President

     191%      $ 3,458,693  

Chief Operating Officer, General Counsel and Secretary

     143%      $ 717,188  

Chief Financial Officer and Treasurer

     143%      $ 616,781  

Senior Vice President and Chief Investment Officer

     143%      $ 602,438  

Senior Vice President and Chief Development Officer

     143%      $ 559,406  

Long-Term Performance-Based Equity Awards

While the annual cash bonus program was designed to incentivize the Company’s management team to achieve specific near-term internal Company goals, the long-term performance equity award program was designed to focus management on the Company’s long-term performance in relation to the broader REIT indices. We believe that having a majority of compensation structured as equity compensation motivates executives to increase the long-term value of the Company by aligning a significant portion of their total compensation with the interests of the Company’s shareholders. We also believe that equity compensation is a critical tool in attracting and retaining executives with the type of entrepreneurial spirit that has been and will continue to be integral to the Company’s success.

 

 

Gaming and Leisure Properties, Inc.

  

2023 Proxy Statement    |    35


Table of Contents

 

Proxy

Summary

 

ESG

Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

      LOGO      

 

Awards have three-year cliff vesting with the amount of restricted shares vested at the end of the three-year period determined based on the Company’s performance during such period measured against its peers. More specifically, the percentage of shares vesting at the end of the measurement period is based on the Company’s three-year TSR ranking among the three-year return of the companies included in (1) the MSCI US REIT index, and (2) a triple-net REIT group that includes publicly-traded REITs with revenues primarily derived from triple-net leases. The triple-net REIT measurement group for awards granted in 2022 is set forth below.

 

Triple-Net REITs(1)

Agree Realty Corporation

   Omega Healthcare Investors

Alexandria Real Estate Equities

   Realty Income Corporation

Broadstone Net Lease

   Sabra Health Care REIT, Inc.

CareTrust REIT, Inc.

   Safehold Inc.

EPR Properties

   Service Properties Trust

Essential Properties Trust

   Spirit Realty Capital

Four Corners Property Trust

   STAG Industrial Group

Global Net Lease

   Uniti Group, Inc.

LXP Industrial Trust

   VICI Properties Inc.

LTC Properties

   W. P. Carey Inc.

Medical Properties Trust, Inc.

  

National Retail Properties

    

 

(1)

MGM Growth Properties LLC, STORE Capital Corporation, and VEREIT, Inc. were acquired and accordingly removed from the initial triple-net REIT peer group.

The performance hurdles and levels of opportunity for performance-based restricted stock awards granted in 2022 are set forth below. The awards provide for linear vesting in between achievement levels with vesting capped at target if TSR over the three-year performance period is negative.

 

Level

   Relative TSR Hurdles (%)    Payout Percentage

Below Threshold

   < 25th percentile        0%

Threshold

   25th percentile    50%

Target

   50th percentile    100%

Maximum

   75th percentile    200%

The following table sets forth the target number of performance-based awards granted to each NEO in 2022:

 

Executive

   Target Performance-Based
Equity Awards

Chairman, Chief Executive Officer and President

   110,000

Chief Operating Officer, General Counsel and Secretary

   40,000

Chief Financial Officer and Treasurer

   32,000

Senior Vice President and Chief Investment Officer

   30,000

Senior Vice President and Chief Development Officer

   30,000

 

 

36    |    2023 Proxy Statement

  

Gaming and Leisure Properties, Inc.


Table of Contents

 

Proxy

Summary

 

ESG

Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

      LOGO      

 

The performance awards granted in January 2020 were each earned as of December 31, 2022 between target and maximum as a result of the Company’s relative TSR ranking compared to the MSCI US REIT index and the net lease REIT group for the measurement period. The following table shows the status of the performance awards granted in each of 2018 through 2022.

 

Program  

Performance

Period

  Performance Metric   Actual Performance   Status as of 12/31/22

2022

Performance

Awards

  January 2022-December 2024  

Relative TSR vs.

MSCI US REIT Index and

Select Triple-Net Lease REITs

  Matures 12/31/2024   Relative TSR would result in 200% of MSCI US REIT-based target award and 200% of the triple-net lease-based target award

2021

Performance

Awards

  January 2021-December 2023  

Relative TSR vs.

MSCI US REIT Index and

Select Triple-Net Lease REITs

  Matures 12/31/2023   Relative TSR would result in 200% of MSCI US REIT-based target award and 200% of the triple-net lease-based target award

2020

Performance

Awards

  January 2020-December 2022  

Relative TSR vs.

MSCI US REIT Index and

Select Triple-Net Lease REITs

  Matures 12/31/2022  

200% of

the target award was earned

2019

Performance

Awards

  January 2019-December 2021  

Relative TSR vs.

MSCI US REIT Index and

Select Triple-Net Lease REITs

  Relative TSR for the MSCI US REIT Index was the 70.5th percentile and for the Select Triple-Net Lease REITs was 72nd percentile   182% of target of the MSCI US REIT-based award and 188% of target of the Select Triple-Net Lease REITs was earned

2018

Performance

Awards

 

January 2018 -

December 2020

 

Relative TSR vs.

MSCI US REIT Index and

Select Triple-Net Lease REITs

  Above 75th Percentile  

200% of

the target award was earned

We believe that this long-term performance-based equity incentive program complements the annual cash incentive program by providing the appropriate balance between performance-based cash and performance-based equity awards.

Long-Term Service-Based Equity Awards

In addition to the long-term performance-based equity awards, we also grant service-based awards with long-term vesting that serve as a critical retention tool and are directly correlated with the Company’s share price performance. Awards vest at a rate of 33.33% per year and are generally subject to continued employment.

Our service-based equity awards are granted as a set number of shares per year, with periodic modifications to reward executives for performance or increased responsibilities. This further aligns our executive officers with our shareholders as the value of their equity awards can only increase (or decrease) with any changes in share price year-over-year and subjects them to the same market fluctuations as our shareholders.

The number of shares of restricted stock awarded to each NEO for 2022 was as follows:

 

Executive

Number of
Shares

Chairman, Chief Executive Officer and President

  50,000

Chief Operating Officer, General Counsel and Secretary

  20,000

Chief Financial Officer and Treasurer

  16,000

Senior Vice President and Chief Investment Officer

  15,000

Senior Vice President and Chief Development Officer

  15,000

 

 

Gaming and Leisure Properties, Inc.

  

2023 Proxy Statement    |    37


Table of Contents

 

Proxy

Summary

 

ESG

Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

      LOGO      

 

Overview of 2023 Compensation Program

After reviewing the business strategy for 2023, taking into consideration certain promotions in 2022, current market data and the effectiveness of our historical programs, the Compensation Committee approved the following key changes with respect to our executive compensation structure for 2023:

 

     

Target compensation was adjusted by the Committee for 2023 for the following NEOs:

 

     

Mr. Carlino, Chairman, Chief Executive Officer and President, received an adjustment in the number of service-based awards to 55,000 shares to return to the number prior to his voluntary reduction in 2021

 

     

Mr. Moore, Chief Operating Officer, General Counsel and Secretary, received a $100,000 increase in base salary, a 2,000 increase in the number of service-based awards and a 4,000 increase in the number of performance-based awards at target in recognition of his promotion to Chief Operating Officer in October 2022

 

     

Ms. Burke, Chief Financial Officer and Treasurer, received a $95,000 increase in base salary, a 2,000 increase in the number of service-based awards and a 4,000 increase in the number of performance-based awards at target in recognition of her promotion to Chief Financial Officer from Chief Accounting Officer in October 2022

 

     

Mr. Demchyk, Senior Vice President and Chief Investment Officer, received a $10,000 increase in base salary

 

     

Mr. Ladany, Senior Vice President and Chief Development Officer, received a $40,000 increase in base salary

 

     

A formulaic cash bonus program for 2023 based on: (i) AFFO per share (35%); (ii) dividend per share (35%); (iii) achievement of stated strategic objectives, which include ten goals related to (a) ESG responsibility, (b) balance sheet management, (c) growth initiatives, (d) shareholder engagement and (e) other key strategic metrics (20%); and (iv) discretionary assessment of individual performance by the Committee (10%).

Deferred Compensation

The Company does not maintain any defined benefit pension programs for its executives. The Company maintains an elective non-qualified deferred compensation plan for executives. Pursuant to the plan, the Company’s contributions under the plan are equal to 50% of the participant’s deferral for the first 10% of the salary and/or bonus deferred, subject to a maximum annual Company contribution equal to 5% of the participant’s salary and/or bonus. All amounts credited to an executive’s account are notionally invested, as directed by the executive, in commonly available mutual funds, and the Company does not guarantee any minimum returns. The plan is unfunded and benefits are paid from the Company’s general assets. However, the Company currently contributes funds into a grantor trust on a monthly basis in respect of these deferred compensation obligations. The Company generally sets aside separately the amounts deferred by the executives and the matching contributions thereon and, to protect against excess liabilities, invests such amounts in the mutual funds selected by each executive. The deferred compensation program is described in more detail under the heading “Gaming and Leisure Properties Inc. Deferred Compensation Plan” of this Proxy Statement.

Benefits and Perquisites

We believe that executives should be offered customary benefits and perquisites that are reasonable relative to the benefits provided to all employees, are consistent with competitive practices among the Company’s peer group and, in certain circumstances, may address a particular reasonable issue or concern of an executive. The standard benefits offered to all of the Company’s employees include medical, dental and vision insurance, group life insurance, short and long-term disability and a 401(k) with certain contributions matched by the Company (50% of employee contributions, subject to applicable contribution limits). Consistent with the objectives described above, the Company also provides certain executive officers with additional supplemental benefits and perquisites, including in limited instances, use of the Company’s private aircraft where individual circumstances merit. The description and value of such supplemental benefits and perquisites in 2022 can be found on the “All Other Compensation Table” of this Proxy Statement.

Employment Agreements

None of the NEOs have an employment agreement with the Company.

 

 

38    |    2023 Proxy Statement

  

Gaming and Leisure Properties, Inc.


Table of Contents

 

Proxy

Summary

 

ESG

Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

      LOGO      

 

Other Compensation-Related Policies

Stock Ownership Guidelines

The Compensation Committee believes that it is important for executive officers and non-employee directors to have a financial stake in the Company such that their interests are more closely aligned with those of the Company’s shareholders. Accordingly, the Committee has established stock ownership guidelines for our executive officers and non-employee directors. Each executive and non-employee director is expected to acquire, and continue to hold during the term of his or her employment, equity with a value equal to the multiple of his or her annual base salary/cash retainer as indicated below. These guidelines must be satisfied within five years of the date of adoption of these guidelines, or the fifth anniversary of the executive officer’s or non-employee director’s appointment, whichever is later.

 

Title

   Multiple

Non-Employee Directors

   5x Annual Cash Retainer

Chairman and Chief Executive Officer

   5x Base Salary

Chief Operating Officer, General Counsel and Secretary

   3x Base Salary

Chief Financial Officer and Treasurer

   2x Base Salary

Senior Vice President, Chief Development Officer

   2x Base Salary

Senior Vice President, Chief Investment Officer

   2x Base Salary

Anti-Hedging and Anti-Pledging Policy. We believe that equity ownership fosters an atmosphere where directors and officers “think like owners” and are motivated to increase the long-term value of the Company by aligning their interests with those of the Company’s shareholders. Accordingly, we have adopted policies prohibiting each of the Company’s directors and executive officers from engaging in hedging transactions or, under limited circumstances subject to the approval of the Audit and Compliance Committee, pledging Company shares.

Compensation Clawback Policy. The Company has a commitment to ensure that its executive officers adhere to the highest professional and personal standards. Accordingly, the Company’s policy is that misconduct by any executive officer that leads to a restatement of the Company’s financial results could subject executive officers to disgorge prior compensation to the extent such compensation would not have been earned based on the restated financial statements. In light of the highly regulated nature of the Company’s business, the Committee would likely pursue such remedy, among others, where appropriate, based on the facts and circumstances surrounding the restatement and existing laws. Although the SEC has adopted new rules regarding the scope and function of clawback policies, such rules await implementation by Nasdaq under its listing standards; accordingly, the Company anticipates that it will modify its policy to comply with such standards not later than their effectiveness.

Statutory and Regulatory Considerations. In designing the Company’s compensatory programs, we consider the various tax, accounting and disclosure rules associated with various forms of compensation. We also review and consider the deductibility of executive compensation under Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”). The Tax Cuts and Jobs Act, enacted in December 2017, amended certain aspects of Section 162(m) specifically affecting the exclusion of performance-based compensation from the $1 million limit or deductions for executive compensation in future years. For 2022, we considered the implications and exemptions to such limitation. We seek to preserve the Company’s tax deductions for executive compensation to the extent consistent with the Company’s executive compensation objectives. However, we may also from time to time consider and grant compensation that may not be tax deductible if we believe such compensation is warranted to achieve the Company’s objectives.

Compensation Committee Report

We have reviewed and discussed the Compensation Discussion and Analysis with management. Based on our review and discussion with management, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and, by reference, in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Compensation Committee

James B. Perry, Chair

Joseph W. Marshall, III

E. Scott Urdang

The foregoing report of the Compensation Committee does not constitute soliciting material and shall not be deemed filed, incorporated by reference into or a part of any other filing by the Company (including any future filings) under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except to the extent the Company specifically incorporates such report by reference therein.

 

 

Gaming and Leisure Properties, Inc.

  

2023 Proxy Statement    |    39


Table of Contents

 

Proxy

Summary

 

ESG

Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

      LOGO      

 

Summary Compensation Table

The following table sets forth information concerning the compensation earned during the fiscal years ended December 31, 2022, 2021 and 2020 by the Company’s NEOs:

 

Name and

Principal

Position

  Year  

Salary

($)

 

Stock Awards –
Time- Based

($)(1)

 

Stock Awards –

Performance-
Based

($)(2)

 

Non-Equity

Incentive Plan

Compensation

($)(3)

 

All Other

Compensation

($)(4)

 

Total

($)

Peter M. Carlino

Chairman, Chief Executive Officer and President

      2022       1,808,468       2,433,000       6,728,700       3,458,693       560,321       14,989,182
      2021       1,808,468       2,120,000       5,475,800       3,616,934       386,236       13,407,438
      2020       1,808,468       2,367,750       5,196,400       1,808,468       484,677       11,665,763

Brandon J. Moore

Chief Operating Officer, General Counsel and Secretary

      2022       500,000       973,200       2,446,800       717,188       66,375       4,703,563
      2021       450,000       742,000       1,742,300       675,000       45,687       3,654,987
     

 

2020

 

 

      425,000       645,750       1,181,000       318,750       59,294       2,629,794

Desiree A. Burke

Chief Financial Officer and Treasurer

      2022       430,000       778,560       1,957,440       616,781       60,625       3,843,406
      2021       420,000       678,400       1,592,960       630,000       43,250       3,364,610
      2020       400,000       645,750       1,181,000       300,000       56,225       2,582,975

Matthew J. Demchyk

Senior Vice President and Chief Investment Officer

      2022       420,000       729,900       1,835,100       602,438       58,625       3,646,063
      2021       400,000       636,000       1,493,400       600,000       36,250       3,165,650
      2020       360,000       538,125       1,181,000       180,000       18,000       2,277,125

Steven L. Ladany

Senior Vice President, Chief Development Officer

      2022       390,000       729,900       1,835,100       559,406       53,375       3,567,781
      2021       350,000       508,800       1,194,720       525,000       32,000       2,610,520
      2020       290,000       322,875       708,600       145,000       35,690       1,502,165

 

(1)

The amounts reflect the aggregate grant date fair value calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation—Stock Compensation” (“ASC 718”). The assumptions used in calculating these amounts are described in footnote 2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Included in stock awards reported each year are restricted stock awards granted each year relating to the Company’s long-term fixed equity award grant. For more information on the Company’s long-term fixed equity awards, see the “Overview of 2022 Compensation” section of the “Compensation Discussion and Analysis” included in this Proxy Statement.

 

(2)

The amounts reflect the aggregate grant date fair value calculated in accordance with ASC 718. The assumptions used in calculating these amounts are described in footnote 2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Included in stock awards reported each year are performance-based restricted stock awards granted each year, relating to the Company’s long-term performance-based equity award grant. For more information on the Company’s long-term performance-based equity awards, see the “Overview of 2022 Compensation” section of the “Compensation Discussion and Analysis” included in this Proxy Statement. The following table discloses the aggregate grant date fair value of the award, assuming maximum level of achievement, but does not estimate dividends:

 

Year

Peter M.
Carlino
Brandon J.
Moore
Desiree A.
Burke
Matthew J.
Demchyk
Steven L.
Ladany

2022

$ 10,705,200 $ 3,892,800 $ 3,114,240 $ 2,919,600 $ 2,919,600

2021

$ 9,328,000 $ 2,968,000 $ 2,713,600 $ 2,544,000 $ 2,035,200

2020

$ 9,471,000 $ 2,152,500 $ 2,152,500 $ 2,152,500 $ 1,291,500

 

(3)

The amounts reported each year reflect annual performance cash awards earned for each period and paid in the subsequent period. For more information on the Company’s annual performance cash awards, see the Compensation Discussion and Analysis” included in this Proxy Statement.

 

(4)

See “All Other Compensation Table” included in this Proxy Statement for more information.

 

 

40    |    2023 Proxy Statement

  

Gaming and Leisure Properties, Inc.


Table of Contents

 

Proxy

Summary

 

ESG

Highlights

 

Board of

Directors

 

Executive

Compensation

 

Audit Committee

Matters

 

Voting

Proposals

 

Other

Matters

      LOGO      

 

All Other Compensation Table

The following table describes each component of the All Other Compensation column of the Summary Compensation Table:

 

         

Company

Contributions

to Deferred

Compensation

Plan

($)(1)

        Perquisites     

Name

   Year   

Company

Contributions

to 401(k)

($)(2)

  

Personal

Use of

Company

Vehicle

($)(3)

  

Personal

Use of

Company

Airplane

($)(4)

  

Other

($)(5)

   Total  
($)  

Peter M. Carlino

       2022        271,270        7,625        8,148        268,446        4,832        560,321  
       2021        180,847        7,250        8,148        185,339        4,652        386,236  
       2020        265,844        7,125        7,322        199,754        4,632        484,677  

Brandon J. Moore

       2022        58,750        7,625                             66,375  
       2021        38,437        7,250                             45,687  
       2020        52,169        7,125                             59,294  

Desiree A. Burke

       2022        53,000        7,625                             60,625  
       2021        36,000        7,250                             43,250  
       2020        49,100        7,125                             56,225  

Matthew J. Demchyk

       2022        51,000        7,625                             58,625  
       2021        29,000        7,250                             36,250  
       2020        18,000                                    18,000  

Steven L. Ladany

       2022        45,750        7,625