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Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table


				PAY VERSUS PERFORMANCE

Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation

S-K,

the Pay Versus Performance Table (set forth below) is required to include “Compensation Actually Paid,” as calculated per SEC disclosure rules, to the Company’s principal executive officer (“PEO”) and the Company’s

non-PEO

NEOs, as noted below. “Compensation Actually Paid” represents a new required calculation of compensation that differs significantly from the Summary Compensation Table calculation of compensation, the NEO’s realized or earned compensation, as well as from the way in which the Compensation Committee views annual compensation decisions, as discussed in the CD&A. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to RSUs and PSUs which remain subject to forfeiture if the vesting conditions are not satisfied.


Year (1)	Summary Compensation Table Total for PEO ($) (2)		Compensation Actually Paid to PEO ($) (3)		Average Summary Compensation Table Total for Non-PEO NEOs ($) (2)		Average Compensation Actually Paid to Non-PEO NEOs ($) (3)		Value of Initial Fixed $100 Investment Based On: (4)				Net Income (Loss) (in millions) ($)			Adjusted EBITDA (in millions) (6)
Year (1)	Summary Compensation Table Total for PEO ($) (2)		Compensation Actually Paid to PEO ($) (3)				Average Compensation Actually Paid to Non-PEO NEOs ($) (3)		Total Shareholder Return ($) (4)		Peer Group Total Shareholder Return ($) (5)		Net Income (Loss) (in millions) ($)			Adjusted EBITDA (in millions) (6)

2024		15,103,663		20,419,147		4,147,757		5,452,616		197.63		129.80		426.8			1,159.2

2023		12,211,634		27,983,078		3,920,919		6,776,749		199.12		114.83		417.3			1,023.9

2022		12,093,113		7,804,678		3,849,991		2,945,887		155.52		82.99		439.4			763.6

2021		13,755,283		43,164,399		4,490,694		10,733,870		176.65		115.80		249.1			627.0

2020		10,491,139		40,031,657		3,304,200		9,720,189		142.44		119.14		(81.9	)		286.5

(1)	Mr. Carstanjen served as the Company’s PEO for the entirety of 2020, 2021, 2022, 2023, and 2024 and the Company’s other NEOs for the applicable years were as follows:

–

2024: William E. Mudd; Marcia A. Dall; Bradley K. Blackwell; and Maureen Adams

–

2023: William E. Mudd; Marcia A. Dall; Bradley K. Blackwell; and Maureen Adams

–

2022: William E. Mudd; Marcia A. Dall; Bradley K. Blackwell; and Maureen Adams

–

2021: William E. Mudd; Marcia A. Dall; and Austin Miller

–

2020: William E. Mudd; Marcia A. Dall; and Austin Miller

(2)

Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Carstanjen and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs reported for the applicable year other than Mr. Carstanjen.

(3)

To calculate “Compensation Actually Paid” under SEC disclosure rules, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. Reconciliations of the adjustments for Mr. Carstanjen and for the average of the other NEOs are set forth in the tables below. Based on the required methodology for calculating “Compensation Actually Paid” under SEC disclosure rules, “Compensation Actually Paid” fluctuates most significantly based on changes in the Company’s stock price during the vesting period of the award. Accordingly, the values shown as “Compensation Actually Paid” reflect the increase or decrease in the value of such equity awards based on our stock price performance and, for the years prior to vesting, do not reflect compensation actually realized or earned by the NEO. Accordingly, the “Compensation Actually Paid” reflected below includes values for equity awards that may not be earned due to failure to satisfy the vesting conditions or may be earned at levels that differ from the amounts reported below based on the stock price as of the vesting date. The assumptions used to calculate the fair value for purposes of determining the “Compensation Actually Paid” are consistent with the methodology used for calculating the grant date fair value for financial reporting purposes and, in the case of PSUs, are valued based on the probable achievement of the performance condition as of the applicable measurement date or, upon vesting, based on actual achievement.


	PEO ($)															Other NEOs Average ($)
	2024			2023			2022			2021			2020			2024			2023			2022			2021			2020

Summary Compensation Table - Total Compensation		15,103,663			12,211,634			12,093,113			13,755,283			10,491,139			4,147,757			3,920,919			3,849,991			4,490,694			3,304,200

- Grant Date Fair Value of Stock Awards Granted in Fiscal Year		(6,585,361	)		(7,051,043	)		(6,538,424	)		(6,986,731	)		(7,057,084	)		(1,791,837	)		(1,918,494	)		(1,808,263	)		(1,976,295	)		(1,889,018	)

+ Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year		6,280,355			6,494,124			5,487,230			6,418,135			7,375,924			1,708,820			1,766,952			1,352,052			1,598,600			1,737,326

+/- Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years		(457,671	)		9,671,750			(5,857,318	)		20,661,694			21,626,016			(108,023	)		1,711,587			(925,963	)		4,333,577			4,607,234

+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year		1,234,340			1,227,821			1,039,698			1,257,372			1,341,294			335,877			334,085			204,821			355,672			359,033

+/- Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year		4,843,821			5,428,792			1,580,379			8,058,646			6,254,368			1,160,023			961,700			273,249			1,931,623			1,601,412

- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year		—			—			—			—			—			—			—			—			—			—

= Compensation Actually Paid		20,419,147			27,983,078			7,804,678			43,164,399			40,031,657			5,452,616			6,776,749			2,945,887			10,733,870			9,720,189

(4)	Pursuant to SEC rules, the comparison assumes $100 was invested on December 31, 2019. Historic stock price performance is not necessarily indicative of future stock price performance.

(5)	The TSR Peer Group consists of the following peer group, which represents the same peer group used for our competitive compensation analysis, as described in “Factors Used to Evaluate Pay Decisions” in the CD&A.

–

For 2024, the peer group included Aristocrat Leisure Limited (ALL); Boyd Gaming Corporation (BYD); Caesars Entertainment, Inc. (CZR); DraftKings Inc. (DKNG); Flutter Entertainment PLC (FLTR); Gaming and Leisure Properties Inc. (GLPI); MGM Resorts International (MGM); PENN Entertainment, Inc. (PENN); Red Rock Resorts Inc. (RRR); Light & Wonder, Inc. (LNW); and Wynn Resorts, Limited (WYNN). The peer group has been updated from the prior year peer group to reflect the removal of Sphere Entertainment Co (SPHR) from our 2024 peer group (prior to Sphere being spun-off as a stand-alone public company, Madison Square Garden Entertainment Corp (MSGE) was the relevant peer company). If we had continued using the same benchmarking peer group, the cumulative peer group TSR, assuming $100 invested in such peer group including reinvestment of dividends, would have been $119.14 for 2020, $115.26 for 2021, $82.47 for 2022, $114.12 for 2023, and $128.98 for 2024.

–

For 2021, 2022, and 2023, the peer group included Aristocrat Leisure Limited (ALL); Boyd Gaming Corporation (BYD); Caesars Entertainment, Inc. (CZR); DraftKings Inc. (DKNG); Flutter Entertainment PLC (FLTR); Gaming and Leisure Properties Inc. (GLPI); Madison Square Garden Entertainment Corp (MSGE) (for 2023, subsequent to its selection as part of the peer group, this entity

spun-off

Sphere Entertainment Co (SPHR) into a stand-alone public company, with Sphere becoming the relevant peer company); MGM Resorts International (MGM); PENN Entertainment, Inc. (PENN); Red Rock Resorts Inc. (RRR); Light & Wonder, Inc. (LNW); and Wynn Resorts, Limited (WYNN).

–

For 2020, the peer group included: Aristocrat Leisure Limited (ALL); Boyd Gaming Corporation (BYD); Caesars Entertainment Corp. (CZR); Eldorado Resorts Inc. (ERI); Flutter Entertainment PLC (FLTR); Gaming and Leisure Properties Inc. (GLPI); Madison Square Garden Company (MSG); MGM Resorts International (MGM); PENN National Gaming, Inc. (PENN); Red Rock Resorts Inc. (RRR); Scientific Games Corp (SGMS); and Wynn Resorts, Limited (WYNN). The TSR reflected for the TSR Peer Group for 2020 does not include returns for ERI or MSG due to trading information not being available for such companies after each ticker symbol no longer being traded.

(6)

As noted in the CD&A, Adjusted EBITDA is viewed as a core driver of the Company’s performance and shareholder value creation and, accordingly, the Compensation Committee utilized Adjusted EBITDA as elements in both the Company’s Executive Annual Incentive Plan and Executive Long-Term Incentive Plan. Adjusted EBITDA represents earnings before interest, taxes, depreciation and amortization, as further adjusted as described in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Form

10-K

for the year ended December 31, 2024.

Company Selected Measure Name

Adjusted EBITDA

Named Executive Officers, Footnote

(1)	Mr. Carstanjen served as the Company’s PEO for the entirety of 2020, 2021, 2022, 2023, and 2024 and the Company’s other NEOs for the applicable years were as follows:

–

2024: William E. Mudd; Marcia A. Dall; Bradley K. Blackwell; and Maureen Adams

–

2023: William E. Mudd; Marcia A. Dall; Bradley K. Blackwell; and Maureen Adams

–

2022: William E. Mudd; Marcia A. Dall; Bradley K. Blackwell; and Maureen Adams

–

2021: William E. Mudd; Marcia A. Dall; and Austin Miller

–

2020: William E. Mudd; Marcia A. Dall; and Austin Miller

Peer Group Issuers, Footnote

(5)	The TSR Peer Group consists of the following peer group, which represents the same peer group used for our competitive compensation analysis, as described in “Factors Used to Evaluate Pay Decisions” in the CD&A.

–

spun-off

–

PEO Total Compensation Amount

$ 15,103,663

$ 12,211,634

$ 12,093,113

$ 13,755,283

$ 10,491,139

PEO Actually Paid Compensation Amount

$ 20,419,147

27,983,078

7,804,678

43,164,399

40,031,657

Adjustment To PEO Compensation, Footnote

(3)


	PEO ($)															Other NEOs Average ($)
	2024			2023			2022			2021			2020			2024			2023			2022			2021			2020

Summary Compensation Table - Total Compensation		15,103,663			12,211,634			12,093,113			13,755,283			10,491,139			4,147,757			3,920,919			3,849,991			4,490,694			3,304,200

- Grant Date Fair Value of Stock Awards Granted in Fiscal Year		(6,585,361	)		(7,051,043	)		(6,538,424	)		(6,986,731	)		(7,057,084	)		(1,791,837	)		(1,918,494	)		(1,808,263	)		(1,976,295	)		(1,889,018	)

+ Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year		6,280,355			6,494,124			5,487,230			6,418,135			7,375,924			1,708,820			1,766,952			1,352,052			1,598,600			1,737,326

+/- Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years		(457,671	)		9,671,750			(5,857,318	)		20,661,694			21,626,016			(108,023	)		1,711,587			(925,963	)		4,333,577			4,607,234

+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year		1,234,340			1,227,821			1,039,698			1,257,372			1,341,294			335,877			334,085			204,821			355,672			359,033

+/- Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year		4,843,821			5,428,792			1,580,379			8,058,646			6,254,368			1,160,023			961,700			273,249			1,931,623			1,601,412

- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year		—			—			—			—			—			—			—			—			—			—

= Compensation Actually Paid		20,419,147			27,983,078			7,804,678			43,164,399			40,031,657			5,452,616			6,776,749			2,945,887			10,733,870			9,720,189

Non-PEO NEO Average Total Compensation Amount

$ 4,147,757

3,920,919

3,849,991

4,490,694

3,304,200

Non-PEO NEO Average Compensation Actually Paid Amount

$ 5,452,616

6,776,749

2,945,887

10,733,870

9,720,189

Adjustment to Non-PEO NEO Compensation Footnote

(3)


	PEO ($)															Other NEOs Average ($)
	2024			2023			2022			2021			2020			2024			2023			2022			2021			2020

Summary Compensation Table - Total Compensation		15,103,663			12,211,634			12,093,113			13,755,283			10,491,139			4,147,757			3,920,919			3,849,991			4,490,694			3,304,200

- Grant Date Fair Value of Stock Awards Granted in Fiscal Year		(6,585,361	)		(7,051,043	)		(6,538,424	)		(6,986,731	)		(7,057,084	)		(1,791,837	)		(1,918,494	)		(1,808,263	)		(1,976,295	)		(1,889,018	)

+ Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year		6,280,355			6,494,124			5,487,230			6,418,135			7,375,924			1,708,820			1,766,952			1,352,052			1,598,600			1,737,326

+/- Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years		(457,671	)		9,671,750			(5,857,318	)		20,661,694			21,626,016			(108,023	)		1,711,587			(925,963	)		4,333,577			4,607,234

+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year		1,234,340			1,227,821			1,039,698			1,257,372			1,341,294			335,877			334,085			204,821			355,672			359,033

+/- Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year		4,843,821			5,428,792			1,580,379			8,058,646			6,254,368			1,160,023			961,700			273,249			1,931,623			1,601,412

- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year		—			—			—			—			—			—			—			—			—			—

= Compensation Actually Paid		20,419,147			27,983,078			7,804,678			43,164,399			40,031,657			5,452,616			6,776,749			2,945,887			10,733,870			9,720,189

Compensation Actually Paid vs. Total Shareholder Return

The relationship between compensation paid and the pay of our NEOs is further explained below:

●

Relationship Between “Compensation Actually Paid” to the PEO and Average Other NEOs and the Company’s Cumulative TSR—

As calculated in accordance with the SEC disclosure rules, Mr. Carstanjen’s “Compensation Actually Paid” was impacted by the effect of the increase in 2020, 2021, and 2023, and the slight decline in 2022 and 2024, in the Company’s stock price on Mr. Carstanjen’s

7-Year

Grant. Similarly, the other NEOs’ “Compensation Actually Paid” was impacted primarily by the effect of the change in stock price on Mr. Mudd’s

7-Year

Grant. This relationship is further illustrated in the following chart which shows the alignment between our “Compensation Actually Paid” and TSR performance.

Compensation Actually Paid vs. Net Income

●

Relationship Between “Compensation Actually Paid” to the PEO and Average Other NEOs and the Company’s Net Income and Adjusted EBITDA—

The “Compensation Actually Paid” to our NEOs is impacted by net income through the use of Adjusted EBITDA as a component in both the Company’s Executive Annual Incentive Plan and Executive Long- Term Incentive Plan. The relationship between “Compensation Actually Paid” and the Company’s net income and Adjusted EBITDA performance is further illustrated in the following chart:

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

●	Relationship Between the Company’s TSR and the Peer Group TSR— Over the 2020 to 2024 time period, the Company’s TSR has consistently outperformed the Peer Group TSR each year, as illustrated in the following chart:

Tabular List, Table

Financial Performance Measures

As described in greater detail in the CD&A, our approach to executive compensation is designed to (i) attract and retain executives with the skills and experience needed to successfully grow the Company and create value for shareholders; (ii) create an entrepreneurial culture and mindset by

de-emphasizing

fixed pay (primarily salary) and focusing a significant percentage of compensation on

at-risk

pay elements (annual and long-term incentives); and (iii) motivate and reward executives for achieving exceptional performance supportive of creating value for shareholders over the long-term. Because of the focus of our executive compensation program towards long-term incentives through grants of PSUs and RSUs, our executive compensation program is designed to be strongly aligned with the interests of our shareholders and our executive compensation program is most significantly impacted by changes in our stock price.

Our executive compensation program is also designed so that compensation is tied to our performance against

pre-established

financial measures. The most important financial measures used by the Company to link “Compensation Actually Paid” (as defined by SEC rules) to the Company’s NEOs for the most recently completed fiscal year to the Company’s performance are: