baly-20250404


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.)


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			Preliminary Proxy Statement
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☒			Definitive Proxy Statement
			Definitive Additional Materials
			Soliciting Material under §240.14a-12
BALLY’S CORPORATION
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of Bally’s Corporation:

You are cordially invited to attend the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Bally’s Corporation to be held virtually on May 15, 2025 at 2:00 p.m., Eastern Time. You may access the Annual Meeting via the internet through a virtual web conference at www.virtualshareholdermeeting.com/BALY2025. Shareholders entitled to notice of, and to vote at, the Annual Meeting are shareholders as of the close of business on March 19, 2025. You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting.

The following items are to be voted on at the Annual Meeting:


1.			To elect the following nominees to hold office for a term of three years:
			Soohyung Kim, Tracy S. Harris, and Robeson M. Reeves;
2.			To ratify the appointment of Deloitte & Touche, LLP as our independent registered public accounting firm for the year ending December 31, 2025;
3.			To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers;
4.			To approve the Bally’s Corporation Amended and Restated 2021 Equity Incentive Plan; and
5.			To transact other business, if any, that may properly come before the Annual Meeting or any adjournments or postponements.

You may vote your shares in advance of the meeting via the internet, by telephone or by mail or by attending and voting online at the Annual Meeting via www.virtualshareholdermeeting.com/BALY2025. Please refer to the section “How do I vote?” in the proxy statement for detailed voting instructions. Whether or not you expect to attend the meeting, please sign, date and return the enclosed proxy card or vote over the internet at www.proxyvote.com or by telephone at 1-800-690-6903 (toll free) as soon as possible to ensure that your shares are represented at the meeting. To participate in the virtual meeting, you will need the 16-digit control number included on your notice, proxy card or voting instruction form. The meeting webcast will begin promptly at 2:00 p.m., Eastern Time. Online check-in will begin at 1:45 p.m., Eastern Time, and you should allow ample time for the check-in procedures.

We look forward to speaking with you at the meeting.


			By Order of the Board of Directors

			Soohyung Kim
April 4, 2025			Chairman of the Board of Directors

TABLE OF CONTENTS


			Page
PROXY STATEMENT			1
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING			1
PROPOSAL 1: ELECTION OF DIRECTORS			4
CORPORATE GOVERNANCE			7
DIRECTOR COMPENSATION			13
EXECUTIVE OFFICERS			15
OWNERSHIP OF SECURITIES AND RELATED SHAREHOLDER MATTERS			16
EXECUTIVE COMPENSATION			18
202 4 SUMMARY COMPENSATION TABLE			28
202 4 GRANTS OF PLAN-BASED AWARDS TABLE			29
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE			30
202 4 OPTION EXERCISES AND STOCK VESTED TABLE			31
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE			34
EQUITY PLAN INFORMATION			36
CEO PAY RATIO			36
PAY VERSUS PERFORMANCE			38
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			42
PROPOSAL 3: APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS			44

P ROPOSAL 4: APPROVAL OF THE BALLY ’S CORPORATION AMENDED AND RESTATED 2 021 EQUITY INCENTIVE PLAN			45
REPORT OF THE AUDIT COMMITTEE			52
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			53
PROPOSALS OF SHAREHOLDERS			53
OTHER MATTERS			54

BALLY’S CORPORATION

100 Westminster Street

Providence, Rhode Island 02903

PROXY STATEMENT

Annual Meeting of Shareholders

to be held virtually on May 15, 2025

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Bally’s Corporation for the Annual Meeting of shareholders to be held virtually on May 15, 2025 at 2:00 p.m., Eastern Time. Shareholders of record as of the close of business on March 19, 2025 can attend the Annual Meeting online, including to vote and/or to submit questions at www.virtualshareholdermeeting.com/BALY2025. As used in this proxy statement, references to the “Company,” “Bally’s,” “we,” “our” or “us” mean Bally’s Corporation and all entities included in our consolidated financial statements.

On or about April 4, 2025, the proxy materials for the Annual Meeting, including this proxy statement and our 2024 annual report to shareholders, were first sent to shareholders of record as of the close of business on March 19, 2025, and are available over the internet at www.proxyvote.com.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

You are being sent this proxy statement and the enclosed proxy card because our Board is soliciting your proxy to vote at the Annual Meeting. This proxy statement summarizes the information you need to know to vote at the meeting. To vote your shares, please simply sign, date and return the enclosed proxy card or vote over the internet at www.proxyvote.com or by telephone at 1-800-690-6903 (toll free) so that it is received by 11:59 p.m. Eastern Time the day before the meeting date.

Record Date. Only shareholders of record as of the close of business on March 19, 2025 will be entitled to notice of and to vote at the Annual Meeting and any postponement or adjournments thereof. As of March 19, 2025, 48,737,412 common shares were issued and outstanding. Each share outstanding as of the record date will be entitled to one vote, and shareholders may vote in advance of the meeting via the internet, by telephone or by mail, or by attending and voting online at the Annual Meeting.

Quorum. One-third of the common shares entitled to vote at the Annual Meeting, represented online or by proxy, or as instructed herein virtually will constitute a quorum for the transaction of business at the meeting. Common shares represented online, by proxy (including shares which abstain, broker non-votes and shares that are not voted with respect to one or more of the matters presented for shareholder approval) will be counted for purposes of determining whether a quorum is present at the meeting.

Notice and Access. In accordance with rules approved by the Securities and Exchange Commission (“SEC”), we furnish proxy materials to our shareholders over the internet. On or about April 4, 2025, we mailed to all shareholders of record as of the close of business on March 19, 2025, a notice containing instructions on how to access our Annual Report to Shareholders, which contains our audited consolidated financial statements for the fiscal year ended December 31, 2024, our proxy statement, proxy card, and other items of interest to shareholders on the internet website indicated in our notice, at www.proxyvote.com, as well as instructions on how to vote your common shares in connection with the Annual Meeting. That notice also provided instructions on how you can request a paper copy of our proxy materials and Annual Report to Shareholders if you desire.

Required Vote. Proposal 1 is based on plurality voting, which means the director nominees who receive the most votes will be elected even if less than a majority. Only Messrs. Kim and Reeves and Ms. Harris have been duly nominated for election. As such, a shareholder may vote to “withhold” but doing so will not affect the results of the election.

Proposals 2, 3, and 4 require the affirmative vote of a majority of the votes cast at the meeting online or by proxy. A vote “against” or “abstain” will have the effect of a negative vote.

Board Recommendation

Page

PROPOSAL 1

Election of Directors

FOR

PROPOSAL 2

Ratification of the appointment of independent registered public accounting firm

FOR

PROPOSAL 3

Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers

FOR

PROPOSAL 4

Approval of the Bally’s Corporation Amended and Restated 2021 Equity Incentive Plan

FOR

We know of no other matter to be presented at the Annual Meeting. If any other matter should be presented at the meeting for a vote, then the persons named as proxies would have discretion to vote on those matters according to their best judgment to the same extent as the person signing the proxy would be entitled to vote. At the date of this proxy statement, we do not anticipate that any other matters will be raised at the meeting.

Broker Non-Votes. A broker non-vote occurs when a broker or other nominee does not receive voting instructions from the beneficial owner and does not have discretion to direct the voting of the shares.

Brokers do not have discretionary authority to vote on election of directors, on matters related to executive compensation, including the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers or on the approval of the Bally’s Corporation Amended and Restated 2021 Equity Incentive Plan. Therefore, there may be broker non-votes with respect to those votes. Broker non-votes will not affect the outcome of these votes and will not be counted in determining the number of shares necessary for approval of those proposals. Brokers have discretionary authority to vote on ratification of Deloitte & Touche, LLP as our independent registered public accounting firm and, therefore, no broker non-votes are expected in connection with that vote.

Method and Expenses of Solicitation. Proxies may also be solicited personally and by telephone or facsimile or other electronic means by our regular employees, without any additional remuneration. We will also make arrangements with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation material to beneficial owners of shares held of record by such persons, and we will reimburse such persons for their reasonable out-of-pocket expenses in forwarding solicitation material.

Shareholders of Record. If your shares are registered in your own name, you may request paper copies of the proxy materials by following the instructions contained in the notice. Shareholders who have already made a permanent election to receive paper copies of the proxy materials will receive a full set of the proxy documents in the mail.

Beneficial Shareholders. As the beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote your shares. If a broker or other nominee holds your shares in “street name,” your broker has enclosed a voting instruction form, which you should use to vote those shares. The voting instruction form indicates whether you have the option to vote those shares by telephone or by using the internet.

Attendance at the Annual Meeting. To participate in the virtual meeting, you will need the 16-digit control number included on your notice, proxy card or voting instruction form. The meeting webcast will begin promptly at 2:00 p.m., Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 1:45 p.m., Eastern Time, and you should allow ample time for the check-in procedures.

Revocation of Proxies. Any shareholder giving a proxy has the right to revoke it at any time before it is exercised by written notice to our Secretary at our principal executive offices at Bally’s Corporation, 100 Westminster Street, Providence, Rhode Island 02903, Attn: Secretary or by submission of another proxy bearing a later date. In addition, shareholders of record attending the meeting online may revoke their proxies at any time before they are exercised.

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, we urge you to sign, date and return the enclosed proxy card or vote over the internet at www.proxyvote.com or by telephone at 1-800-690-6903 (toll free) as soon as possible to ensure that your vote is recorded promptly. Returning the proxy card will not affect your right to attend the meeting or vote your shares online. If you complete, sign and submit your proxy card, the persons named as proxies will vote your shares in accordance with your instructions. If you sign and submit a proxy card but do not fill out the voting instructions on the proxy card, your shares will be voted as recommended by our Board. If any other matters are properly presented for voting at the meeting, or any adjournments or postponements of the meeting, the proxy card will confer discretionary authority on the individuals named as proxies to vote your shares in accordance with their best judgment. As of the date of this proxy statement, we have not received notice of other matters that may properly be presented for voting at the meeting.

PROPOSAL 1

ELECTION OF DIRECTORS

At the Annual Meeting, shareholders will vote to elect the three persons identified below to serve in the class of directors for a term of three years expiring at the 2028 annual meeting of shareholders and thereafter until their respective successors are duly elected and qualified or until the earlier of their resignation, death or removal.

Directors will be elected by the affirmative vote of the holders of a plurality of the shares represented online or by proxy at the meeting. Shareholders may not vote their shares cumulatively in the election of directors. Proxies cannot be voted for a greater number of persons than the number of nominees named. Any shareholder submitting a proxy has the right to withhold authority to vote for an individual nominee by writing that nominee’s name in the space provided on the proxy. Shares represented by all proxies received by us and not marked to withhold authority to vote for any individual director or for all directors will be voted “for” the election of all of the nominees named below. If for any reason any nominee is unable to accept the nomination or to serve as a director, an event not currently anticipated, the persons named as proxies reserve the right to exercise their discretionary authority to nominate someone else or to reduce the number of management nominees to such extent as the persons named as proxies may deem advisable.

Nominees for Directors

Soohyung Kim, Tracy S. Harris, and Robeson M. Reeves have been nominated to serve as directors by our Board, based upon the recommendation of our Nominating and Governance Committee. The following table sets forth certain information regarding the nominees:


Name and Age of Nominee						Biographical Information
Soohyung Kim Age 50						Mr. Kim has served as the Chairman of the Bally’s Corporation Board since December 2019 and as an independent director since 2016. Mr. Kim is the Managing Partner and Chief Investment Officer of Standard General L.P., an investment firm. Mr. Kim has been investing in special situations strategies since 1997 including stints at Bankers Trust Company, Och-Ziff Capital Management and Cyrus Capital Partners. Mr. Kim is a Director of Intralot SA, a Director of Coalition for Queens, a Director of the Cary Institute of Ecosystem Studies and a Director of the Stuyvesant High School Alumni Association. Mr. Kim is a former member of the board of directors of Greektown Superholdings and Media General, Inc. and the board of managers of ALST Casino Holdco, LLC. Mr. Kim’s knowledge of markets enhances the ability of Bally’s to make strong financial judgments and generate long-term shareholder value.
Tracy S. Harris Age 61						Ms. Harris has served as an independent director of Bally’s Corporation since February 2023. Ms. Harris has extensive financial and operational experience, having served as Chief Financial Officer for MIB Group Holdings, Inc., an association of life insurance companies, UMUC\Ventures, a 501(c)(3) supporting organization for UMGC, Bullis School LLC, The BondFactor Company, American Institute of Architects, Deion Hampton & Associates, and the Washington Convention Center Authority. She currently serves on the Board of 1847 Holdings LLC (NYSE:EFSH), CareFirst Blue Cross Blue Shield, District of Columbia Retirement Board, and the Council of Institutional Investors. Ms. Harris was recently appointed to the PCAOB Investor Advisory Group. Ms. Harris holds a BS in Marketing from Fontbonne University, an MBA from St. Louis University and a Master of Public Administration from the University of Pennsylvania. Ms. Harris brings valuable experience with her demonstrated history of extensive financial and operational experience.
Robeson M. Reeves Age 41						Robeson Reeves became Chief Executive Officer of Bally’s Corporation on March 31, 2023. Formerly, he served as President of Bally’s Interactive Division since October 1, 2021 and the Chief Operating Officer of Gamesys since July 2015. Mr. Reeves joined Gamesys in September 2005 and held a number of positions, most recently Director of Gaming Operations since May 2010 and served as a member of the Gamesys Board of Directors since August 2010. Since joining Gamesys, Mr. Reeves has built a strong record in cohesively connecting player and product experiences to marketing and business key performance indicators, ensuring sustainable growth. He graduated in 2005 with a BSc in Statistics, Operations Research and Management Studies from University College, London. Mr. Reeves brings valuable experience with his demonstrated history of executive leadership roles, operations experience and growth strategies.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF ALL NOMINEES FOR THE BOARD OF DIRECTORS NAMED ABOVE.

Continuing Directors

The following table sets forth information relating to our directors who will continue to serve as directors until the expiration of their respective terms of office:


Name and Age of Director						Biographical Information
Terrence Downey Age 70 Term expires: 2027						Mr. Downey has served as a director at Bally’s Corporation since January 2019. Mr. Downey became Head of Global Operations of Bally’s Corporation on March 4, 2025. Mr. Downey served as the President and Chief Operating Officer of SLS Las Vegas from January 2017 to July 2017. Earlier in his career, Mr. Downey served as the President and General Manager of Aliante Gaming LLC from November 2012 through October 2016. Prior to joining Aliante Gaming LLC, Mr. Downey worked over 15 years as Vice President and General Manager at multiple Station Casinos locations. Mr. Downey brings valuable experience with his demonstrated history of working in the hospitality industry and strong business development skills.
Jaymin B. Patel Age 57 Term expires: 2027						Mr. Patel has served as Vice-Chairman of the Bally’s Corporation Board since May of 2023 and as an independent director since January 2021. He currently serves as Executive Chairman of Perennial Climate, Inc., a company building the world’s leading verification platform for soil-based carbon removal and climate smart agriculture. From 2015 to 2018, Mr. Patel served as the CEO and Director of Brightstar Corporation, a $10+ billion SoftBank global wireless device services company. Prior to that, Mr. Patel served as President and CEO of GTECH Corporation (now International Game Technology PLC (“IGT”)) from 2008 to 2015, President and COO in 2007 and CFO of GTECH Holdings Corporation from 2000 to 2006 (NYSE:GTK), and as CFO of Lottomatica SPA from 2006 to 2007 (Milan:LTO.MI). Additionally, Mr. Patel has served on the Board of Directors of SpartanNash (NASDAQ:SPTN) since February 2022 and Brown & Brown, Inc. (NYSE:BRO) since January 2023. Mr. Patel is also on the Board of Trustees of the Community College of Rhode Island Foundation. Mr. Patel brings valuable experience with his demonstrated history of executive leadership roles, global operations experience, finance and board service.
George T. Papanier Age 67 Term expires: 2026						George Papanier became President of Bally’s Corporation on March 31, 2023. His association with Bally’s began in 2004 when he served as the Chief Operating Officer, an appointment he held until February 2011 when he was then appointed to the role of President and CEO of Bally’s. Prior to joining Bally’s, Mr. Papanier served in the same capacity for Peninsula Gaming with properties in Iowa and Louisiana, from 2000 to 2004 and as COO for Resorts Casino Hotel in Atlantic City, NJ from 1997 to 2000. Both positions involved strategic and tactical planning for the resorts and supervision of major renovation and construction projects. He was also active in evaluating potential acquisitions and development of projects for the two organizations. From 1995 to 1997, he served as CFO for both Sun International Hotels Limited in the Bahamas and Mohegan Sun Casino in Uncasville, CT. Earlier in his career he served in executive operations capacities of Hemmeter Enterprises in Denver, CO and in an executive financial capacity for Trump Plaza Hotel and Casino in Atlantic City. Mr. Papanier is a graduate of Rowan University where he received a B.A. in Business Administration and Accounting. He is a Certified Public Accountant and served as Treasurer of the Casino Association in New Jersey from 1999 to 2000. Mr. Papanier brings valuable experience with his demonstrated history of executive leadership roles, global operations experience, and strategic planning.


Name and Age of Director						Biographical Information
Jeffrey W. Rollins Age 60 Term expires: 2026						Mr. Rollins has served as an independent director at Bally’s Corporation since May 2019. Mr. Rollins has extensive experience in gaming, having previously served as an independent director at Dover Downs, a position he held from 2002 to 2019. He joined Ashford Capital Management in August 2013 as Managing Director and Managing Member, Osprey Advisors. Prior to joining Ashford, Mr. Rollins founded J.W. Rollins & Associates, which focused on investing in and building established and early stage growth companies. He was also a Partner and Managing Director of a private equity fund focused on growth companies. Mr. Rollins currently serves on the Board of Dover Motorsports (NYSE:DVD) and the Duke University Fuqua School of Business, Board of Visitors. Mr. Rollins brings valuable experience with his extensive experience in gaming, growth companies and board service.
Wanda Young Wilson Age 75 Term expires: 2027						Ms. Wilson has served as an independent director at Bally’s Corporation since May 2019. Ms. Wilson retired as the Chief Operating Officer, General Counsel and Secretary of the Tennessee Education Lottery Corporation (“TEL”) in 2019. Ms. Wilson joined the TEL in 2003 as Executive Vice President and General Counsel and was promoted to Chief Operating Officer in 2013. Prior to joining the TEL, Ms. Wilson was employed at the Georgia Lottery Corporation, where she served as the Senior Vice President and General Counsel for 10 years. Earlier in her career, she was an investment banker with EF Hutton and the Northern Trust Bank. Ms. Wilson brings valuable experience with her demonstrated history of legal, regulatory and compliance roles.

CORPORATE GOVERNANCE

Board of Directors

Our Board is currently comprised of eight members and has the following five standing committees: the Audit Committee, the Compensation Committee, the Nominating and Governance Committee, the Compliance Committee and the Environmental, Social and Governance (“ESG”) Committee. The membership and functions of each standing committee are described below. Each standing committee operates under a written charter which, along with our Code of Business Conduct and Corporate Governance Guidelines, can be found on the About—Governance Documents section of our website at www.ballys.com. The information on our website is not part of this proxy statement or any other report or registration statement that we furnish to or file with the SEC.

Board Meetings

During the year ended December 31, 2024, our Board held 13 meetings, including telephonic meetings. During this period, all of the existing directors attended or participated in at least 62% of the aggregate of the total number of meetings of the Board and the total number of meetings held by all committees of the Board on which each such director served. The independent directors met without management present at each of the regular quarterly meetings of the Board in 2024.

Director Attendance at Annual Meetings of Shareholders

Although we do not have a formal policy regarding attendance by members of our Board at our annual meetings of shareholders, we encourage the members of our Board to attend such meetings. All of our directors attended last year’s annual meeting of shareholders, which was held on May 16, 2024.

Director Independence

Under the rules of the New York Stock Exchange (the “NYSE”), independent directors must comprise a majority of our Board. Our Board has undertaken a review of the independence of each director based upon definitions promulgated by the SEC and the rules of the NYSE and, applying these standards, our Board has affirmatively determined that each of Messrs. Kim, Patel, and Rollins and Mses. Harris and Wilson qualify as an independent director under applicable rules. Messrs. Downey, Papanier and Reeves are not independent since they are employees of Bally’s. In making these determinations, our Board considered the current and prior relationships that each director has with us and all other facts and circumstances our Board deemed relevant.

As of the record date, entities affiliated with Standard General L.P. beneficially owned an aggregate of 73.4% of our outstanding common shares. To date, we have not elected to utilize exemptions available to a “controlled company” under the corporate governance rules of the NYSE and have maintained a majority of our board of directors as independent and maintain independent Compensation and Nominating and Governance Committees. In the future, if we continue to qualify as a controlled company under NYSE rules, we may elect utilize certain of the exemptions available for a controlled company under NYSE rules.

Board Leadership Structure

Since December 2019, Soohyung Kim has served as Chairman of our Board. Our Board has considered this leadership structure and believes it currently provides the most efficient and effective leadership model for Bally’s by enhancing both the Chairman’s and Chief Executive Officer’s ability to provide clear insight and direction of business strategies and plans to both our Board and management. Separating the role of Chairman of the Board and our Chief Executive Officer ensures that each individual is able to more exclusively focus on their role. Our Board has not appointed a lead independent director at this time.

Ability of Shareholders to Communicate with our Board

We have established several means for shareholders, interested parties and others to communicate with our Board. If a shareholder or interested party has a concern regarding our financial statements, accounting practices or internal controls, the concern should be submitted in writing to the Chair of the Audit Committee in care of our Secretary at our corporate office address. If the concern relates to our governance practices, business ethics or corporate conduct, the concern should be submitted in writing to a member of the Nominating and Governance Committee in care of our Secretary at our corporate office address. If a shareholder or interested party is unsure as to which category the concern relates, the shareholder may communicate it to any one or more of the independent directors in care of our Secretary at our corporate office address. All such shareholder communications will be forwarded to the applicable director(s), unless such communications are considered, in the reasonable judgment of our Secretary, to be improper for submission to the intended recipient(s). Examples of shareholder communications that would be considered improper for submission include customer complaints, solicitations, communications that do not relate directly or indirectly to Bally’s or its business or communications that relate to improper or irrelevant topics. Any such improper communication will be made available to any non-employee director upon request.

Audit Committee

Our Audit Committee currently consists of Ms. Harris (Chair), Mr. Rollins and Ms. Wilson. Our Board has determined that each of the members is independent under the NYSE and SEC standards, and that each are financially literate within the requirements of the NYSE listing standards. Our Board has also determined that Ms. Harris qualifies as an “audit committee financial expert” as that term is defined by the applicable SEC and NYSE requirements.

The Audit Committee operates under a written charter adopted by the Board. The primary duties and responsibilities of the Audit Committee are to (1) assist the Board in fulfilling its oversight responsibilities with respect to (a) the Company’s financial statements, (b) the Company’s compliance with legal and regulatory requirements, (c) the independent auditors’ qualifications, independence and performance, and (d) the performance of the Company’s internal audit function; (2) prepare the Committee’s report to be included in the Company’s annual proxy statement; (3) advise and consult with management and the Board regarding the financial affairs of the Company; and (4) appoint, compensate, retain, terminate and oversee the work of the Company’s independent auditors. The responsibilities and activities of the Audit Committee are described in greater detail in the report included in this proxy statement under the caption “Report of the Audit Committee.”

The Audit Committee held 12 meetings during the year ended December 31, 2024. The Audit Committee also held executive sessions on several occasions during the year with Company management not present.

Compensation Committee

Membership, Responsibilities, Authority and Process

Our Compensation Committee currently consists of Mr. Rollins (Chair), Mr. Patel and Ms. Wilson. Our Board has determined that each member is independent under the NYSE and SEC standards. All members of our Compensation Committee are also “non-employee directors” under SEC standards.

The Compensation Committee operates under a written charter adopted by the Board. The Compensation Committee is responsible for decisions relating to all compensation plans, policies and perquisites as they affect the CEO and other executive officers and may form and delegate authority to subcommittees when it deems appropriate. Among other things, the role of the Compensation Committee is to: (1) establish and review executive compensation policies and programs; (2) review and approve executive officer compensation; (3) recommend incentive compensation plans; (4) recommend equity-based plans; (5) administer compensation plans; (6) review annually and determine the peer group(s) used for benchmarking executive compensation levels; (7) oversee regulatory compliance; (8) review employment agreements and severance agreements; (9) oversee management continuity; (10) review director compensation; (11) determine and review stock ownership guidelines; and (12) review the compensation discussion and analysis section of the proxy statement.

The Compensation Committee has the authority, to the extent it deems necessary or appropriate, to retain a compensation consultant to assist in the evaluation of director or executive officer compensation. The Compensation Committee also has the sole authority to approve the consultant’s fees and other retention terms. In addition, the Compensation Committee has the authority, to the extent it deems necessary or appropriate, to retain other advisors. Bally’s will provide appropriate funding, as determined by the Compensation Committee, for payment of compensation to any consulting firm, independent counsel or other independent advisors hired by the Compensation Committee. The Compensation Committee may delegate all or a portion of its duties and responsibilities to a subcommittee or as otherwise permitted by the terms of any compensation plan, program, policy, agreement or arrangement approved by the Compensation Committee or the Board.

The Compensation Committee held seven meetings during the year ended December 31, 2024. Our Chief Executive Officer does not participate in deliberations concerning, and was not present for the vote on, his compensation arrangements. Additional information regarding the Compensation Committee’s processes and procedures for establishing and overseeing executive compensation is disclosed under the heading “Executive Compensation — Compensation Discussion and Analysis.”

Compensation Committee Interlocks and Insider Participation

Our Compensation Committee currently consists of Mr. Rollins (Chair), Mr. Patel and Ms. Wilson. None of these Compensation Committee members are a current or former Bally’s officer or employee. During 2024, none of Bally’s executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on Bally’s Board or the Compensation Committee.

Nominating and Governance Committee

Our Nominating and Governance Committee currently consists of Mr. Patel (Chair), Ms. Harris and Mr. Kim. Our Board has determined that each member is independent under the NYSE and SEC standards.

The Nominating and Governance Committee operates under a written charter adopted by the Board. The primary purpose of the Nominating and Governance Committee is to identify individuals it determines to be qualified to become members of the Board, recommend candidates to fill vacancies on the Board and newly created director positions, recommend whether incumbent directors should be nominated for re-election to the Board upon the expiration of their terms, recommend corporate governance guidelines applicable to the Board and the Company’s employees, oversees the evaluation of the Board and its committees and assess and recommend members of the Board to the Board for committee membership. The Nominating and Governance Committee evaluates prospective nominees suggested by any stockholder in substantially the same manner and against substantially the same criteria as any other prospective nominee identified from any other source. No person may serve as a member of the Board or be elected or nominated for election to the Board, unless such person has been licensed to serve as a member of the Board by the applicable gaming authorities at the time of such service, election or nomination.

The Nominating and Governance Committee held six meetings during the year ended December 31, 2024.

Compliance Committee

Our Compliance Committee currently consists of: Ms. Wilson (Chair) and Messrs. Downey and Papanier. The Compliance Committee was formed by the Board and operates under a written charter adopted by the Board. The primary purpose of the Compliance Committee is to establish and administer the Company’s compliance program (the “Compliance Program”) and develop, initiate, maintain and revise compliance policies and procedures to prevent illegal, unethical, or improper conduct. Among other things, the role of the Compliance Committee is to: (1) periodically review the Code of Business Conduct to ensure continuing relevance in providing guidance to management and employees and, if applicable, recommend updates to the Code to the Board; (2) maintain reasonable current knowledge of laws and regulations; (3) respond to alleged material violations of rules, regulations, policies, procedures and the Code of Business Conduct as identified by the compliance officer by evaluating or recommending the initiation of investigative procedures; (4) act as an independent review and evaluation body with the objective of ensuring that identified compliance issues within the Company are evaluated, investigated and resolved; (5) identify potential areas of compliance vulnerability and risk, develop and implement corrective action plans determined to be appropriate for resolution of compliance issues and provide general guidance on how to avoid and address similar situations in the future; (6) monitor anti-money laundering requirements and compliance; (7) monitor the compliance communication program for the Company; (8) monitor the performance of the Compliance Program and related activities on a continuing basis, taking appropriate steps to improve its effectiveness; and (9) provide updates to the Audit Committee, as necessary, regarding the operation and progress of compliance efforts.

The Compliance Committee held seven meetings during the year ended December 31, 2024.

ESG Committee

The Board’s ESG Committee consists of Mr. Kim (Chair), Ms. Harris and Mr. Reeves. The purpose of the ESG Committee is to (1) review significant policies and performance on matters relating to ESG issues and opportunities, employee health and safety, approach to corporate social responsibility, and activities related to stakeholder engagement and philanthropy; (2) oversee and monitor the Company’s vision and values; (3) advise the Board and management on significant public issues that are pertinent to the Company and its stakeholders; and (4) assist management in setting strategy, establishing goals and integration, and sustainability into strategic and tactical business activities across the Company to create long-term shareholder value. The ESG Committee also evaluates policies related to responsible gaming, including the prevention of underage and problem gambling; diversity; community engagement and investment; impact on the environment; and certain health and safety programs in respect of the Company’s employees, guests, and premises.

The ESG Committee held two meetings during the year ended December 31, 2024.

Board’s Role in Risk Oversight

Our Board has an active role, as a whole and at the committee level, in overseeing the management of our exposure to risk. The Board is regularly updated regarding risks that we face, including those that may impact our financial and operational performance, our credit and liquidity profile and other elements of our strategic plans. The Audit Committee assists our Board in this function and is charged with oversight of our policies regarding risk assessment and management, including our policies regarding management of financial risk exposure and review of related party transactions. Our other standing committees also have responsibilities with respect to risk oversight. The Compensation Committee is responsible for overseeing the management of risks relating to executive compensation plans and arrangements. The Nominating and Governance Committee was formed to manage risks associated with the independence of the Board, including considering whether any director nominees have relationships or potential conflicts of interest that could affect their independence. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is informed of risks we face through reports from our committees and management.

Bally’s ESG Commitment

Bally’s Corporation is dedicated to responsible growth and sustainability through its Environmental, Social, and Governance (ESG) strategy.

Bally’s believes that to flourish in a competitive environment and global economy, all ideas must be on the table, and an organizational culture that welcomes and encourages diverse perspectives leads to success. A driving factor of that success is ensuring that our team members are player-centric and focused. A driving factor of our success is ensuring that our team members are player centric and proactive in finding ways to entertain and deliver custom experiences for our broad and diverse global players and guests.

Across all jurisdictions where we are located, we are dedicated to building stronger communities by becoming an integral part of the local community by hosting fundraisers, building relationships, growing tourism, and supporting local non-profits. The Company made a landmark $5 million commitment over five years to the Community College of Rhode Island Foundation as part of a strategic workforce and economic development partnership in the State of Rhode Island. This investment has led to the development and launch of a comprehensive Table Games Dealer Training Academy at the college campus near one of our largest casinos. The program’s inaugural class achieved a 100% graduation rate, with all graduates receiving job offers from Bally’s; 90% of those graduates remain active team members today. Building on this success, the Company has initiated two additional workforce development programs in Hospitality & Tourism, Networking Technology, IT, and Cybersecurity. The first new course, “Orientation to Hospitality Management,” commenced on October 31, 2024, with additional courses planned for Spring 2025. Certificate programs in Food & Beverage, Casino Marketing, Casino Accounting, Gaming Management, and Sustainable Tourism are scheduled to follow.

In addition, we are committed to ensuring responsible play and guest safety. All our employees participate in training to better equip them to identify and mitigate problem play. The Company is a member of the U.S. Responsible Online Gaming Association and the corporate Leadership Circle for the National Council on Problem Gambling, adopted American Gaming Association’s Responsible Marketing Code of Conduct and supported its annual “Have a Game Plan”Campaign, and received RG Check responsible gaming accreditation for online operations BallyCasino.com and VirginCasino.com (since rebranded to MONOPOLYCasinoUS.com). We are also committed to supporting responsible gaming research and donated over $1 million to the International Center of Responsible Gaming for expanded research for underage play prevention and the usage of responsible gaming tools since 2022.

Respect for the environment is part of our culture and we have implemented several energy and emission efficiency initiatives at our properties. Examples from individual properties include switching lights to LEDs, switching from oil and other fuel sources to cleaner, more efficient natural gas sources, installation of electric vehicle charging points, waste segregation to maximize recycling and converting our waste vegetable oil into biofuel. Bally’s also participates in demand response and energy curtailment programs run by local utilities and regional power distribution organizations to remove part or all of the electric load from the utility grid on peak days (when requested) to save energy, reduce the need for fossil fuel power plants and help integrate renewable energy onto the electric grid by providing increased sustainability.

Our People; Employee Health and Well-Being. Bally’s engages in a number of employee wellness initiatives, including annual blood drives, wellness fairs, flu shot clinics, weight management support programs, employee dining programs and property sanitation programs, in addition to a weekly wellness communication distribution to employees providing helpful information on health initiatives and best practices. The Company also offers a wellness fund through our medical benefits provider which provides our employees with the opportunity to earn health-conscious rewards through the completion of certain wellness initiatives. We also maintain positive relationships with various unions and currently have thirty-two collective bargaining agreements covering approximately 3,040 employees.

During the Covid-19 pandemic Bally’s adopted robust, enhanced safety measures across all properties. While requirements have subsided, Bally’s remains vigilant with its various health and safety policies in a continued effort to protect our employees and create safe environments for our valued guests.

As we move forward, Bally’s plans to implement new employee-focused programs. One such program is a formal Management Development Program across our retail properties. This two-year management training program will be rotational in nature providing exposure to both front and back-of-the-house operations, enabling management the opportunity to identify and recruit high performing talent.

Governance. Bally’s has developed and maintained robust corporate governance, including our Code of Business Conduct and Ethics, Corporate Governance Guidelines, and Board Committee Charters, which are available on our corporate website. Beyond our policies, we support a culture that prioritizes ethical business conduct and integrity. On an annual basis all employees receive and review the Code of Business Conduct and Ethics which is subject to the oversight of Bally’s Chief Compliance Officer. Within the Code of Business Conduct and Ethics, an independent third-party whistleblower hotline number is provided to employees. Violations of the Code of Business Conduct and Ethics, Company policies, and other business misconduct may be reported 24 hours a day, 7 days a week, and remain anonymous.

At Bally’s, data privacy and security are essential to the trust of our guests and employees. We work hard to ensure that our team members are aware of and supported by technology to protect everyone, and we continually evaluate and update our procedures and training in this area. In this regard, Bally’s has established a Data Protection Committee, chaired by its Data Privacy Officer, to oversee all data protection and privacy matters across all its operations.

Bally’s requires all property leaders, all new hires and rehires, and all employees handling or verifying large current transactions to undertake a series of annual training courses on anti-money laundering practices to ensure proper compliance. The Board Compliance Committee, chaired by Wanda Y. Wilson, an independent director of Bally’s, is responsible for reviewing and monitoring compliance with the Gaming Compliance Review and Reporting Plan. The Company’s commitment to compliance includes a separate department dedicated to the regulatory compliance of its interactive operations, which is facilitated through a detailed compliance monitoring program covering licensing, technology, and regulatory requirements.

In addition, Bally’s is committed to maintaining a Board, with a diversity of background and experience.

DIRECTOR COMPENSATION

Pursuant to the Company’s non-employee director compensation policy that was in place for 2024, the Chairman and Vice-Chairman of the Board each received an annual retainer of $400,000, which for the Chairman, was paid in the form of annual and quarterly grants of Bally’s restricted stock awards, and, for the Vice-Chairman, was paid $200,000 in cash (paid in equal installments quarterly) and $200,000 in the form of an annual grant of a Bally’s restricted stock award. Other non-employee directors were paid an annual retainer of $200,000, consisting of $100,000 in cash paid in equal installments quarterly and $100,000 in the form of an annual grant of a Bally’s restricted stock award. Director restricted stock awards generally vest in full in one installment on the earlier of the first anniversary of the grant date and the date of the Company’s annual meeting of shareholders that occurs in the year immediately following the grant date year and are subject to a one-year holding period. The quarterly restricted stock grants made to the Chairman of the Board are fully vested when granted and are subject to a one-year holding period. The Chair of each of the committees of the Board receives an additional $50,000 cash retainer annually, paid in equal installments quarterly. In addition, new members of the Board receive a one-time equity grant with a grant date value of $100,000 on the grant date.

The Board designed the director compensation program to attract and retain talented directors with the relevant skills and capabilities, to fairly compensate directors for the work required, to recognize the individual roles and responsibilities of the directors and to align directors’ interests with the long-term interests of Bally’s shareholders.

Non-employee directors are subject to share ownership guidelines that Bally’s adopted in 2019. See the section “Bally’s Share Ownership Guidelines and Policies for Directors and Officers” in this proxy statement for further information about these guidelines as they pertain to Bally’s non-employee directors.

2024 Director Compensation Table

The following table provides compensation information for the year ended December 31, 2024. Messrs. Papanier and Reeves do not receive compensation for their service as directors because they are employees of Bally’s. Mr. Downey received director compensation in 2024 because he was only hired as an employee of Bally’s in March 2025. Although Mr. Kim previously declined receiving compensation for his service as a Bally’s director in prior years, in 2024, Mr. Kim received compensation for his service as a Bally’s director in 2024 in the form of equity awards only. During 2024, Ms. Wilson and Messrs. Patel and Rollins served on the Operational Integration Committee, which was created in 2023, to oversee the Company’s global process for streamlining company operations, among other things, and received additional cash compensation for such services equal to $120,000, $480,000 and $180,000, respectively. Messrs. Patel and Rollins and Ms. Wilson also received additional fees equal to $180,000 each for sitting on a special committee which was formed to review and evaluate the advisability of the transaction proposed by Standard General L.P.


Name	Fees Earned or Paid in Cash(1) ($)	Stock Awards(2) ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total ($)
Terrence Downey	150,000	99,995	—	—	—	249,995
Tracy S. Harris	210,000	99,995	—	—	—	309,995
Soohyung Kim	200,003	199,990	—	—	—	399,993
Jaymin B. Patel	860,000	200,029	—	—	—	1,060,029
Jeffrey W. Rollins	510,000	99,995	—	—	—	609,995

Wanda Y. Wilson	450,000	99,995	—	—	—	549,995

__________________________________


(1)			This column shows the amount of cash compensation earned for service on the Board and its committees. Mr. Kim received his annual cash retainer in the form of quarterly awards of restricted stock (“RSAs”) with a grant date fair value of $50,000 on each of April 18, 2024, June 30, 2024, September 30, 2024 and December 31, 2024. Such RSAs were fully vested upon grant and are subject to a one-year holding period.
(2)			The amounts contained in this column represent the aggregate grant date fair value for the restricted stock awards, including unvested restricted stock awards, granted in 2024 calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 718, Stock Compensation (“ASC 718”). The grant date fair value for restricted stock awards is calculated using the intrinsic value method based on the closing price of our common shares on the NYSE on the date of grant. On May 16, 2024, Mses. Harris and Wilson and Messrs. Downey and Rollins received RSAs with a grant date fair value of approximately $100,000. Mr. Kim received an award of RSAs on May 16, 2024 with a grant date fair value of approximately $200,000 for serving as Chairman of the Board. Mr. Patel received an award of RSAs with a grant date fair value of approximately $200,000 which includes an additional award with a grant date fair value of $100,000 for his position as Vice Chairman of the Board. As of December 31, 2024, Mses. Harris and Wilson and Messrs. Downey and Rollins each have 7,686 unvested RSAs outstanding, Mr. Kim has 15,372 unvested RSAs outstanding and Mr. Patel has 12,936 unvested RSAs outstanding.

EXECUTIVE OFFICERS

Biographical information for the executive officers of Bally’s as of the date of this proxy statement (other than our Chief Executive Officer, Robeson M. Reeves, whose biographical information is provided above under “Nominees for Directors,” and our President, George T. Papanier, whose biographical information is provided above under “Continuing Directors”) is set forth below. Executive officers serve at the discretion of our Board and until their successors have been duly appointed and qualified, unless sooner removed by the Board. There are no family relationships between our directors and executive officers.

As previously announced, Mira Mircheva, age 46, has been appointed as Bally’s Executive Vice President and Chief Financial Officer, subject to receipt of customary regulatory approvals. Upon receipt of regulatory approval for Ms. Mircheva’s appointment, Marcus Glover will become Executive Vice President, Global Operations. Biographical information for Ms. Mircheva is included below.

Executive Officers:

Name

Age

Position

Robeson M. Reeves

Chief Executive Officer

Marcus Glover

Executive Vice President and Chief Financial Officer

Craig L. Eaton

President, Rhode Island Operations and Corporate Secretary

Kim M. Barker

Executive Vice President and Chief Legal Officer

George T. Papanier

President

__________________________________

Marcus Glover

Mr. Glover has served as the Chief Financial Officer at Bally’s Corporation since May 2023. He is a senior executive in the hospitality and gaming industry with more than 20 years of experience. Most recently, Mr. Glover served as Chief Strategy Officer for QPSI LLC, a supply chain solutions and contract packaging company, where he was responsible for developing and executing the business’s growth strategy. Prior to that, Mr. Glover served in Senior Executive leadership roles for MGM Resorts, most notably as President and Chief Operating Officer of the Borgata Hotel, Casino & Spa, and President and Chief Operating Officer of the Beau Rivage Resort & Casino. Mr. Glover was also a senior executive with Caesars Entertainment in various positions, including Senior Vice President & General Manager for the Horseshoe Casino and Thistledown Racino, Assistant General Manager at Harrah’s/Caesars Entertainment in St. Louis, Missouri, and Vice President of Operations at Harrah’s/Caesars Entertainment in Biloxi, Mississippi. Marcus holds an M.B.A. from The Duke University Fuqua School of Business and received a B.A. in Business Administration, Finance from Morehouse College.

Craig L. Eaton

Craig Eaton is the President, Rhode Island Operations and Corporate Secretary for Bally’s Corporation. He has been associated with the Company since 2005 and has over 30 years of legal, regulatory, government relations and business experience. Mr. Eaton was a partner at the law firm of Adler, Pollock and Sheehan, chairing its regulatory and compliance practice group from 1998 through 2004. From 1995 to 1998, Mr. Eaton was General Counsel to the Narragansett Electric Company. A 1987 cum laude graduate of Union College and 1990 graduate of Boston College Law School, he is an active participant on various charitable and civic boards, and is a volunteer coach for various youth sports organizations.

Kim M. Barker

Kim M. Barker has served as the Executive Vice President and Chief Legal Officer at Bally’s Corporation since December 2022. Prior to joining Bally’s, Ms. Barker served as General Counsel and Vice President, Legal and Regulatory Affairs for Chicago-based Northstar Lottery Group, LLC, a majority-owned IGT affiliate. Ms. Barker also served as General Counsel to the Illinois Student Assistance Commission, an Illinois state agency. She was also a partner in the public law practice while in private practice in the City of Chicago. Ms. Barker also served as the Vice President and Deputy General Counsel for IGT’s Digital and Sports Betting team from 2020 to 2021. In 2018, Ms. Barker was appointed IGT’s inaugural Vice President, Diversity and Inclusion. Ms. Barker is a graduate of Yale College and New York University School of Law. Her board service includes Community College of Rhode Island Foundation, Providence Mutual Fire Insurance Company, American Gaming Association and International Association of Gaming Advisors.

Mira Mircheva

Mira Mircheva has been appointed as Bally’s Executive Vice President and Chief Financial Officer, subject to receipt of customary regulatory approvals. Ms. Mircheva served as Chief Financial Officer of The Queen Casino & Entertainment since 2023. Prior to that, she was Partner & Research Analyst at Standard General. She joined Standard General in 2015. Ms. Mircheva was previously a Senior Research Analyst at Perella Weinberg Partners Asset Management from 2009 until 2015. Before that, Ms. Mircheva worked as a Vice President in credit principal investing at Goldman Sachs. She joined the Goldman Sachs Investment Banking Division as an analyst in 2001. She is currently a member of the Board of Directors of White Energy and Intralot S.A. Ms. Mircheva holds a B.A. in Economics from Colgate University.

OWNERSHIP OF SECURITIES AND RELATED SHAREHOLDER MATTERS

Security Ownership of Certain Beneficial Owners and Management

The following table contains information about the beneficial ownership of our common shares as of March 19, 2025 for (1) each shareholder known by us to beneficially own more than 5% of our common shares, (2) each of our current directors, (3) each of our named executive officers, and (4) all of our directors and executive officers as a group. The percentage of ownership indicated in the following table is based on 48,737,412 common shares issued and outstanding on March 19, 2025.

Information with respect to beneficial ownership has been furnished by each director and executive officer and with respect to beneficial owners of more than 5% of our common shares, by filings made with the SEC by them. Beneficial ownership is determined in accordance with the rules of the SEC. Except as indicated by footnote, to our knowledge, the persons named in the table below have sole voting and investment power with respect to all shares of common shares shown as beneficially owned by them. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, common shares subject to options or warrants held by that person that are currently exercisable or will become exercisable within 60 days after March 19, 2025 are deemed outstanding, as well as any common shares that such person has the right to acquire upon the vesting of restricted stock units within 60 days after March 19, 2025, while such shares are not deemed outstanding for purposes of computing the percentage ownership of any other person. Except as otherwise indicated, the mailing address of each shareholder is c/o Bally’s Corporation, 100 Westminster Street, Providence, Rhode Island 02903.

Beneficial Owners

Number of Shares Beneficially Owned

Percentage Ownership

Directors and Named Executive Officers

Soohyung Kim(1)

35,788,558

73.4%

Terrence Downey

7,686

Tracy S. Harris

7,686

Jaymin B. Patel

15,372

Jeffrey W. Rollins

7,686

Wanda Y. Wilson

8,186

Robeson M. Reeves

196,334

Marcus Glover

18,736

Craig L. Eaton

159,585

Kim M. Barker

9,157

George T. Papanier(2)

272,408

All directors and executive officers, as a group (11 persons)

36,491,394

74.9%

Standard RI Ltd and SG CQ Gaming LLC(1)

35,788,558

73.4%

Noel Hayden(3)

4,953,272

10.2%

* Less than 1%

__________________________________

(1)

Consists of 8,849,849 common shares of Bally’s held by Standard RI Ltd, 26,909,895 common shares of Bally’s held by SG CQ Gaming LLC and 28,814 shares held directly by Soohyung Kim. Standard General L.P. serves as investment manager to Standard RI Ltd and SG CQ Gaming LLC, and, in that capacity, exercises voting and investment control over the shares held by both Standard RI Ltd and SG CQ Gaming LLC. Mr. Kim is the managing partner and chief investment officer of Standard General L.P. Each of Mr. Kim and Standard General L.P. disclaims beneficial ownership of the shares reported except to the extent of its or his pecuniary interest in such shares.

(2)

Consists of 263,408 common shares of Bally’s held by Mr. Papanier and 9,000 common shares of Bally’s held in trust.

(3)

Amounts beneficially owned by Mr. Hayden are based solely on an amended and restated Schedule 13G filed with the SEC on February 11, 2025. Mr. Hayden may be deemed the beneficial owner of all shares indicated.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes the principles and practices underlying our named executive officer compensation program and the decisions made by the Compensation Committee of our Board related to 2024 compensation for our named executive officers.

Bally’s compensation philosophy has historically focused on the following principal objectives and has continued to use these objectives when setting executive compensation:

•pay for performance based on achievement of corporate and any applicable individual objectives;

•pay competitively to attract, retain and motivate exceptional management performance; and

•align management compensation with the achievement of business objectives and the creation of value for stakeholders.

These objectives are designed to reward results linked to both short-term and long-term performance (pay-for-performance) and to provide compensation that will attract, incentivize and retain high-caliber individuals for the most impactful management positions at Bally’s. This philosophy generally takes into account the market practices of similarly situated peer companies and reflects the Compensation Committee’s priority of attracting and retaining the highest quality talent for achievement of Bally’s strategic business plan and annual operating goals.

2024 Named Executive Officers

This CD&A focuses on the compensation of Bally’s named executive officers (the “NEOs”) for the year ended December 31, 2024:

•Robeson M. Reeves, Chief Executive Officer

•Marcus Glover, Executive Vice President and Chief Financial Officer

•Craig L. Eaton, President, Rhode Island Operations and Corporate Secretary

•Kim M. Barker, Executive Vice President and Chief Legal Officer

•George T. Papanier, President

No NEO transitions occurred in 2024. However, as previously disclosed, effective March 5, 2025, Mr. Glover was appointed as Executive Vice President, Global Operations and Mira Mircheva was appointed as Bally’s Executive Vice President and Chief Financial Officer, subject to receipt of customary regulatory approvals.

Development of Bally’s Executive Compensation Program

Role of the Compensation Committee

The Compensation Committee reviews, considers and makes determinations with respect to the compensation of Bally’s executive officers (including decisions with respect to base salary, annual bonus and long-term equity compensation). The Compensation Committee’s responsibilities include development and oversight of Bally’s incentive plans, including the approval of performance criteria to be used in connection with Bally’s performance-based compensation programs.

Role of Bally’s Executive Officers in Determining Compensation

From time to time, the Chief Executive Officer and Chief Financial Officer may provide input to the Compensation Committee with respect to the performance criteria established in connection with Bally’s performance-based compensation programs, and the Chief Executive Officer may provide input and recommendations to the Compensation Committee with respect to any individual performance goals that may be established (for example, management objectives, etc.) in connection with those programs. However, no executive officer provides input to the Compensation Committee regarding the amount or form of compensation he receives.

Consideration of 2024 Shareholder Advisory Vote to Approve Named Executive Officer Compensation (“Say-on-Pay”)

We provide our shareholders with an annual “Say-on-Pay” advisory vote on our named executive compensation program as required under applicable U.S. securities laws. In 2024, approximately 76.4% of the votes cast approved the compensation for our NEOs described in our Proxy Statement for the 2024 Annual Meeting of Shareholders. We expect that our next required “Say-on-Pay” vote to determine the frequency of future Say-on-Pay votes will occur at the annual meeting of shareholders in 2028.

In evaluating the design of our executive compensation programs and the specific compensation decisions for each of our NEOs, the Compensation Committee considers, in addition to other factors, shareholder input, including the advisory Say-on-Pay vote at our annual meeting. The Compensation Committee did not make any changes to our compensation programs or policies that were specifically driven by the results of the Say-on-Pay vote or shareholder feedback.

Establishment of Peer Group

Each year, including in 2024, Bally’s management has engaged a compensation consultant, Lockton Companies (“Lockton”), to provide information regarding compensation and pay practices and to prepare a peer group for the Company. Constituent companies in the peer group have been selected based on an analysis of entities in the same general industry as Bally’s (or similar industries), with revenues in the range of 0.40 to 2.50 times Bally’s revenue, market capitalization in the range of 0.25 to 4.00 times Bally’s market capitalization, and similar employee populations, international footprints and non-U.S. revenue streams compared to Bally’s.

The peer group proposed by Lockton for 2024, which was revised in 2023 to add Accel Entertainment, Inc. and Rush Street Interactive, consisted of the following companies:

•Accel Entertainment, Inc.

•Boyd Gaming Corporation

•Churchill Downs Incorporated

•DraftKings Inc. (Daily Fantasy)

•International Game Technology

•Light & Wonder

•Penn Entertainment

•Playtika Holding Corp.

•Red Rocks Resorts, Inc.

•Roblox Corporation

•Rush Street Interactive

•Take-Two Interactive Software, Inc.

Although Bally’s did not engage in benchmarking for any of its fiscal year 2024 compensation decisions, comparative compensation information from Lockton was provided to the Compensation Committee to generally inform it of market practices with respect to compensation and pay practices. The Compensation Committee’s review of the peer group prepared by Lockton had no material impact on fiscal year 2024 compensation decisions for any of our NEOs.

Elements of Bally’s 2024 Executive Compensation Program

In 2024, compensation for the NEOs had three principal components: (1) annual base salary, (2) eligibility to receive an annual cash incentive bonus, and (3) participation in Bally’s long-term, equity-based incentive program. For purposes of this CD&A, unless otherwise noted, the amounts disclosed in U.S. dollars in this CD&A for Mr. Reeves are opportunities denominated in U.S. dollars in his employment agreement, but such amounts are converted from U.S. dollars into sterling pounds (GBP) when such amounts are actually paid to Mr. Reeves based on the applicable exchange rate.

2024 Base Salary

Bally’s provides the NEOs a base salary as a fixed component of compensation. Base salaries are intended to compensate each of the NEOs for their respective day-to-day duties and responsibilities. In determining annual base salaries, the Compensation Committee considers a number of factors, including the NEO’s skill set and individual contributions to the Company. Base salaries are generally reviewed each year by the Compensation Committee for potential adjustment, but no increase in base salary from year to year is guaranteed unless called for in the NEO’s employment agreement. None of the NEOs received a salary increase in 2024. The base salary amount for Mr. Reeves is stated in U.S. dollars in his employment agreement but is converted into GBP (based on the applicable exchange rate) when paid on a monthly basis.


Name	Base Salary Rate for Year Ended 2024
Robeson M. Reeves	$	1,100,000
Marcus Glover	$	625,000
Craig L. Eaton	$	400,000
Kim M. Barker	$	550,000
George T. Papanier	$	975,000

2024 Annual Cash Incentives

For 2024, all NEOs were eligible to earn a portion of their compensation in the form of a performance-based annual cash incentive pursuant to Bally’s annual pay-for-performance program (referred to as the “Annual PFP”). The Compensation Committee has historically paid annual incentive amounts under the Annual PFP in order to incentivize the achievement of objectives that are based on Bally’s operational, financial and strategic goals for the applicable year.

For 2024, all NEOs were eligible to earn a cash incentive payment under the Annual PFP based on the level of adjusted EBITDA achievement measured during 2024 (the “Adjusted EBITDA Performance Goal”). The Compensation Committee retained the right to adjust the payout of the Annual PFP based on an individual’s performance in their role and other business factors throughout 2024. Adjusted EBITDA is a non-GAAP performance metric that the Company further adjusts in setting performance compensation. Adjusted EBITDA for purposes of the annual incentive compensation plan represents net income before interest expense, interest income, depreciation, amortization, share-based compensation and the provision for taxes, plus or minus adjustments for certain unusual and/or nonrecurring expense and income items.

2024 Adjusted EBITDA Performance Goal

The Compensation Committee determined that the Adjusted EBITDA Performance Goal was an appropriate performance measurement tool for the Annual PFP because it serves as a reliable indicator of Bally’s economic success. The 2024 Adjusted EBITDA Performance Goal was set on February 5, 2024, at which point, the Compensation Committee approved an Adjusted EBITDA Performance Goal target of $588 million for 2024. The Compensation Committee sets performance targets at levels it believes will require substantial effort by management in order to achieve payouts under the Annual PFP.

The following table represents the target Annual PFP cash incentive amounts for the NEOs for 2024 (which remain unchanged from 2023):


Name	2024 Target Annual Incentive		% of Base Salary
Robeson M. Reeves	$	1,100,000	100	%
Marcus Glover	$	625,000	100	%
Craig L. Eaton	$	300,000	75	%
Kim M. Barker	$	550,000	100	%
George T. Papanier	$	975,000	100	%

2024 Annual Incentive Outcomes

During 2024, the Company continued to focus on integrating operating units which included a focus on system integrations. Due to many operating unit dependencies, the 2024 Adjusted EBITDA Performance Goal was abandoned for purposes of determining the outcome of the Annual PFP. Instead, the Compensation Committee exercised its discretion to award cash incentives to the NEOs. In making such a discretionary determination, the Compensation Committee took into consideration the breadth of responsibility of each NEO and the results of each business segment supported by each respective NEO. Segment EBITDAR, product development and delivery, leadership vision and impact of cross-divisional support, as well as individual NEO performance were among the items considered by the Compensation Committee for purposes of determining the relevant NEO’s annual incentive outcome.

As a result, the Compensation Committee awarded discretionary annual incentives to the NEOs as follows:

•Mr. Reeves 85% for financial results and 100% for individual performance resulting in a blended rate of 85% for an earned annual incentive of $935,000 for 2024, of which the cash portion was converted into and paid in GBP.

•Mr. Glover 80% for financial results and 80% for individual performance resulting in a blended rate of 64% for an earned annual incentive of $400,000 for 2024.

•Mr. Papanier 85% for financial results and 90% for individual performance resulting in a blended rate of 76.5% for an earned annual incentive of $745,875 for 2024.

•Ms. Barker 80% for financial results and 80% for individual performance resulting in a blended rate of 64% for an earned annual incentive of $352,000 for 2024.

•Mr. Eaton 85% for financial results and 100% for individual performance resulting in a blended rate of 85% for an earned annual incentive of $255,000 for 2024.

The Compensation Committee also decided, when it determined such discretionary annual incentive outcomes, to pay 50% of the annual incentive in the form of cash and 50% in the form of immediately vested shares. The cash portion was paid in March 2025 and the stock awards were granted on March 21, 2025.

Long-Term Incentives - Equity-Based Compensation

In addition to short-term cash incentive award opportunities under the Annual PFP, certain NEOs have in the past received long-term incentive compensation in the form of equity-based compensation under the Company’s equity plans. The Compensation Committee has utilized equity-based incentives because equity-based incentives effectively align the executives’ interests with those of Bally’s stakeholders. Toward this end, the Compensation Committee has traditionally delivered a portion of each NEO’s long-term incentive compensation in the form of time-based restricted stock units (“RSUs”) and a portion in the form of performance-based restricted stock units (“PSUs”), both granted pursuant to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”). Time-based RSUs function as a retention tool and we view them as inherently performance-based because the ultimate value delivered to the NEO upon settlement of the RSUs is directly tied to Bally’s share price. PSUs are designed to incentivize the NEO to achieve performance goals that are typically tied to both Bally’s annual level of Adjusted EBITDA Performance Goal achievement and the achievement of other strategic initiatives. The Compensation Committee has chosen to use the Adjusted EBITDA Performance Goal for both our Annual PFP and for our PSUs because the Compensation Committee believes that this approach balances short-term and long-term decision making and is consistent with the basic compensation philosophy that earnings growth will lead to long-term stakeholder value.

2024 Time-based RSUs

Mr. Eaton was awarded 17,657 RSUs on March 1, 2024, which vest in equal installments on each March 1 of 2025, 2026 and 2027, subject to his continued employment with Bally’s on each vesting date. Messrs. Reeves, Glover, and Papanier and Ms. Barker did not receive any RSU grants in 2024.

2024 PSU Awards

Mr. Eaton was awarded 17,657 PSUs on March 1, 2024. The shares subject to Mr. Eaton’s PSU award are eligible to vest based on the achievement of certain performance goals over three separate, one-year performance periods ending December 31, 2024, December 31, 2025 and December 31, 2026, subject generally to his continued service with Bally’s through the last day of the applicable performance period. The PSUs attributable to each performance period will have their own grant date (determined each year based on the date on which the Compensation Committee establishes the applicable performance goals for such period, which serves as the date on which such PSUs will be effectively granted for accounting purposes).

None of the other NEOs received new PSU awards in 2024. See “2023 PSU Awards” below for a description of the portion of those awards that have a grant date in 2024.

2023 PSU Awards

Mr. Reeves was granted 69,464 target PSUs on February 15, 2023 under the 2021 Plan. The shares subject to Mr. Reeves’s PSU award are eligible to vest based on the achievement of certain performance goals over three separate, one-year performance periods ending December 31, 2023, December 31, 2024 and December 31, 2025, subject generally to his continued service with Bally’s through the last day of the applicable performance period. The PSUs attributable to each performance period will have their own grant date (determined each year based on the date on which the Compensation Committee establishes the applicable performance goals for such period, which serves as the date on which such PSUs will be effectively granted for accounting purposes).

Mr. Glover was granted 42,396 target PSUs on June 8, 2023 under the 2021 Plan after his appointment as Bally’s Chief Financial Officer. The shares subject to Mr. Glover’s PSU award are eligible to vest based on the achievement of certain performance goals over three separate, one-year performance periods ending December 31, 2023, December 31, 2024 and December 31, 2025, subject generally to his continued service with Bally’s through the last day of the applicable performance period. The PSUs attributable to each performance period will have their own grant date (determined each year based on the date on which the Compensation Committee establishes the applicable performance goals for such period, which serves as the date on which such PSUs will be effectively granted for accounting purposes).

Mr. Eaton was granted 7,143 target PSUs on March 10, 2023 under the 2021 Plan. The shares subject to Mr. Eaton’s PSU award are eligible to vest based on the achievement of certain performance goals over three separate, one-year performance periods ending December 31, 2023, December 31, 2024 and December 31, 2025, subject generally to his continued service with Bally’s through the last day of the applicable performance period. The PSUs attributable to each performance period will have their own grant date (determined each year based on the date on which the Compensation Committee establishes the applicable performance goals for such period, which serves as the date on which such PSUs will be effectively granted for accounting purposes).

Ms. Barker was granted 24,554 target PSUs on March 10, 2023 under the 2021 Plan. The shares subject to Ms. Barker’s PSU award are eligible to vest based on the achievement of certain performance goals over three separate, one-year performance periods ending December 31, 2023, December 31, 2024 and December 31, 2025, subject generally to her continued service with Bally’s through the last day of the applicable performance period. The PSUs attributable to each performance period will have their own grant date (determined each year based on the date on which the Compensation Committee establishes the applicable performance goals for such period, which serves as the date on which such PSUs will be effectively granted for accounting purposes).

Mr. Papanier was granted 85,540 target PSUs on February 15, 2023 under the 2021 Plan. The shares subject to Mr. Papanier’s PSU award are eligible to vest based on the achievement of certain performance goals over three separate, one-year performance periods ending December 31, 2023, December 31, 2024 and December 31, 2025, subject generally to his continued service with Bally’s through the last day of the applicable performance period. The PSUs attributable to each performance period will have their own grant date (determined each year based on the date on which the Compensation Committee establishes the applicable performance goals for such period, which serves as the date on which such PSUs will be effectively granted for accounting purposes).

In reviewing each NEO’s performance throughout 2024 against certain corporate and individual objectives, the Compensation Committee exercised its discretion to abandon the Adjusted EBITDA Performance Goal set in February 2024, as it similarly did with respect to the 2024 Annual PFP, and exercised its discretion to determine that a portion of the PSUs attributable to the 2024 performance year should vest and be paid to the NEOs.

The Compensation Committee determined that Messrs. Reeves, Glover, Eaton, and Papanier and Ms. Barker should earn and vest in a number of PSUs for the 2024 performance period following the completion of the Company’s 2024 financial statement audit and filing of its Form 10-K equal to 85%, 64%, 85%, 76.5%, and 64%, respectively, of the target number of PSUs that were granted under their respective PSU awards. As a result, on March 17, 2025 Messrs. Reeves, Glover, Eaton, and Papanier and Ms. Barker received 14,344, 10,582, 8,267, 27,322, and 5,239 shares of Bally’s common stock related to the 2024 performance period of their respective PSU award.

2022 PSU Awards

None of the NEOs received PSU awards in 2022.

2021 PSU Awards

In connection with the Company’s acquisition of Gamesys, the Compensation Committee approved, on October 1, 2021, a PSU award opportunity for Mr. Reeves (with a target number of 56,518 PSUs) that is contingent on the establishment of performance goals and metrics for three separate, one-year performance periods starting January 1 and ending December 31 of 2022, 2023 and 2024. The PSUs attributable to each performance period will have their own grant date (determined each year based on the date on which the Compensation Committee establishes the applicable performance goals for such period, which serves as the date on which such PSUs will be effectively granted for accounting purposes).

Pursuant to Mr. Reeves’s award agreement, and in connection with the transactions contemplated under the Agreement and Plan of Merger, dated July 25, 2024 (as amended, the “Merger Agreement”), by and among Bally’s Corporation, SG Parent LLC, The Queen Casino & Entertainment, Inc., and other parties thereto, on February 7, 2025, the unvested portion of the PSUs granted to Mr. Reeves in October 2021 that related to the 2024 performance period fully vested at the target performance level upon consummation of the merger, resulting in Mr. Reeves receiving 18,840 shares of Bally’s common stock.

None of the other NEOs were granted PSUs in 2021 because they did not have contractual entitlement to any equity-based awards pursuant to their employment agreements.

Employment, Termination of Employment and Change-In-Control Arrangements

Bally’s does not maintain stand-alone change-in-control agreements with any of its NEOs or with any of its other officers. However, certain employment agreements with the NEOs, as described below, provide for severance benefits in connection with certain terminations following a change-in-control and certain equity award agreements with the NEOs, as described below, provide for equity vesting or payment in connection with either the occurrence of a change-in-control or certain terminations following a change-in-control. Bally’s does not provide any of the NEOs or any of its other officers with a “gross up” for so-called “golden parachute” excise tax obligations payable by the executive in connection with a change in control or a subsequent termination of the executive’s employment.

During 2024, the NEOs were each party to an employment agreement with Bally’s or a subsidiary of Bally’s.

Bally’s maintains employment agreements with each of the NEOs because employment agreements can help set the expectations of the parties and may also provide comfort to executives during periods of transition. The employment agreements with Messrs. Glover, Eaton and Papanier and Ms. Barker provide for severance payments and benefits in the event of certain involuntary termination events (including following a change in control). In addition, the award agreements pursuant to which RSUs and PSUs have been granted to each of the NEOs provide for vesting upon certain termination events and, with respect to the RSUs, for double-trigger vesting in the event of a change in control. This generally means that the RSUs will only automatically vest in full upon a change in control if the acquiring or surviving entity does not provide a replacement award (as described in the 2021 Plan, as applicable) to the holder.

If the acquiring or surviving entity provides a replacement award in connection with a change in control, the vesting of each NEO’s RSUs will only accelerate upon the “involuntary termination” of employment (as defined in the applicable Plan or award agreement) within two years following the change in control. An “involuntary termination” under the 2021 Plan, is generally limited to a termination by the Company without “cause” or by the NEO for “good reason” (as defined in the applicable award agreement).

The RSU award agreements also provide that, upon a termination of employment due to the NEO’s death or disability, the number of RSUs scheduled to vest on the next applicable vesting date will vest. The 2021 RSU agreement for Mr. Papanier and the 2023 RSU award agreements also provide for accelerated vesting of the RSUs upon a termination without “cause” (and for the October 2021 awards for Mr. Reeves, also upon a termination by Mr. Reeves for “good reason”).

The PSUs will fully vest at the “target” performance level upon the change in control. In the event of termination of employment due to the individual’s death (and, with respect to Mr. Reeves’s 2023 PSU grant, also in the event of the termination of his employment due to disability), (1) any PSUs earned in respect of any previously completed performance periods will vest at the “target” performance levels, (2) the unvested PSUs attributable to the performance period during which the termination occurs will vest at the “target” level on a pro-rata basis (based upon the number of days of the NEO’s service during the applicable performance period), and (3) any unvested PSUs attributable to any subsequent performance periods will be forfeited. In the event of a termination of employment by the Company without “cause” or due to the NEO’s disability (other than with respect to Mr. Reeves’s 2023 PSU grant, which disability vesting is described in the preceding sentence), or a termination by the NEO for “good reason” (as such terms are defined in the award agreement), all PSUs (including for prior, current and future performance periods) will vest based on actual performance.

For a detailed description of the employment agreements with Messrs. Reeves, Glover, Eaton, and Papanier and Ms. Barker, see “Agreements with NEOs” of this proxy statement.

Other Benefits and Limited Perquisites

During 2024, Mr. Reeves opted to receive health insurance outside of the Company-sponsored medical plan. Mr. Reeves was also eligible for group life insurance covering at least four times his annual base salary and permanent health insurance covering at least 75% of his annual base salary from the Company-sponsored income protection plan. In addition, Mr. Reeves was eligible to receive tax protection such that he may receive a tax reimbursement and/or tax gross-up to reimburse him for any increase in income or social security taxes under U.S. tax law that are in excess of the taxes that would have been applicable to his compensation had he performed all activities in the United Kingdom.

During 2024, Messrs. Glover, Eaton, and Papanier and Ms. Barker received health and welfare benefits under the same programs, and were subject to the same eligibility requirements, that applied to employees of Bally’s generally. Messrs. Glover, Eaton and Papanier and Ms. Barker were also eligible to participate in Bally’s 401(k) plan. In connection with such participation, in 2024, Messrs. Glover, Eaton, and Papanier and Ms. Barker received a matching contribution from Bally’s in the amount of $11,500, $6,923, $13,375 and $10,085, respectively. Bally’s does not sponsor or maintain any deferred compensation programs. In addition, Messrs. Glover, Eaton, and Papanier and Ms. Barker received the following additional benefits in 2024: Company contributions for the executive long-term disability policy for Ms. Barker and each of Messrs. Glover, Eaton and Papanier in the amount of $810; and Company contributions for the group term life insurance premiums and AD&D policy for Ms. Barker and Messrs. Glover and Eaton in the amount of $1,395 and Mr. Papanier in the amount of $907.

Bally’s Share Ownership Guidelines and Policies for Directors and Officers

In 2019, Bally’s adopted share ownership guidelines applicable to its directors and officers. The guidelines require that non-employee directors beneficially own, during their service on the Bally’s Board, common shares of Bally’s equal in value to at least five times their annual cash retainer. Bally’s officers are required to meet the following share ownership guidelines:


Officer Position						Value of Shares Owned
Chief Executive Officer						5 times base salary
Executive Vice Presidents						3 times base salary
Other officers						2 times base salary

Non-employee directors and officers have five years from their initial election to the Board or beginning of their employment, as applicable, to meet the target stock ownership guidelines, and they are expected to continuously own sufficient shares to meet the guidelines once attained. When calculating whether a director or officer owns a sufficient number of shares under these guidelines, the following are included: (1) shares owned (including restricted shares, shares obtained upon option exercise, shares purchased in the open market, shares in a savings or interest plan, etc.), (2) shared ownership (for example, shares owned or held in trust by immediate family), (3) shares the receipt of which have been deferred, (4) restricted stock units, (5) shares owned by a trust or other entity as to which the director or officer has voting or investment authority, and (6) unexercised stock options and performance stock units.

As of March 19, 2025, the following Bally’s executive officers were not yet within the applicable guidelines due to the date on which their employment commenced: Mr. Glover, who joined the Company in May 2024, Ms. Barker, who joined the Company in December 2022, and Mr. Reeves, who joined the Company in 2021. As of March 19, 2025, the following non-employee directors were not within the applicable guidelines due to the date of their election to the board: Ms. Wilson, who was appointed in 2019, Mr. Patel, who was appointed in 2021, Ms. Harris, who was appointed in 2023, Mr. Downey, who was appointed in 2019, and Mr. Rollins, who was appointed in 2019. Pursuant to the Merger Agreement, as defined above, on February 7, 2025, each share of Bally’s common stock issued and outstanding immediately prior to the closing (other than shares that elected to remain outstanding) were canceled automatically and converted into the right to receive cash consideration of $18.25 per share. Messrs. Reeves, Glover, Downey, Patel and Rollins and Mses. Barker, Harris and Wilson also sold shares in connection with the merger.

Directors and NEOs of Bally’s beneficially own 74.9% of the outstanding common shares of Bally’s as of March 19, 2025. An affiliate of Bally’s director Soohyung Kim beneficially owns 73.4%. See the section titled “Ownership of Securities and Related Shareholder Matters” of this proxy statement.

Prohibition on Insider Trading and Hedging of Company Stock

Bally’s has adopted insider trading policies and procedures governing the purchase, sale, and/or other disposition of its securities by Bally’s, its directors, officers, employees and certain other individuals that Bally’s believes are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and applicable NYSE listing standards. In addition, these persons are prohibited from purchasing, selling or writing calls, puts or other options or derivative instruments on common shares of Bally’s, or otherwise hedging or pledging shares of Bally’s securities they own as collateral or security for indebtedness. This policy is intended to apply to transactions that could be deemed to be speculative, such as short sales, options trading or other similar derivative transactions in Bally’s securities, and hedging transactions, including zero-cost collars and forward sale contracts in which the individual continues to own the underlying security without the full risks and rewards of ownership. The pledging restriction is intended to apply to shares owned by the individual officer or director, and not shares owned for the benefit of others.

Clawback Recoupment

Bally’s has adopted a compensation clawback policy applicable to executive officers effective as of October 2, 2023 that complies with the final SEC rules implementing the incentive-based compensation recovery provisions of the Dodd-Frank Act and the listing standards adopted by the NYSE (the “NYSE Clawback Policy”). The NYSE Clawback Policy requires the Company to seek recovery of erroneously awarded incentive-based compensation received by our executive officers during any three-fiscal-year period prior to the date that the Company is required to prepare an accounting restatement due to material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statement that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

Prior to the promulgation of rules by the NYSE, the Company had voluntarily adopted a clawback policy as part of its Corporate Governance Guidelines that applied to a broader range of conduct, and covered a broader range of performance-based compensation, than the conduct and performance-based compensation, respectively, required to be covered by the NYSE rules. The Compensation Committee decided to maintain this policy, but amend it effective as of October 2, 2023, to limit the scope of recovery to certain performance-based compensation in the event an executive covered by the policy is responsible for material harm to the Company (the “Supplemental Clawback Policy”). The Supplemental Clawback Policy is separate and distinct from (but in addition to) the NYSE Clawback Policy. For executive officers, to the extent any of their compensation or other amounts are covered by or subject to the NYSE Clawback Policy by its terms, the Supplemental Clawback Policy will only operate with respect to amounts subject to the Supplemental Clawback Policy after recovery occurs under the NYSE Clawback Policy, and there will be no duplication of recovery under the Supplemental Clawback Policy.

Other Compensation-Related Matters

As a general matter, the Compensation Committee is responsible for reviewing and considering the various tax and accounting implications of the compensation and benefits programs it implements. Share-based compensation is expensed in accordance with FASB ASC Topic 718. In general, Bally’s recognizes share-based compensation expenses in the period in which the employee or director is required to provide service, which is generally over the vesting period of the individual share-based award. The Compensation Committee and Bally’s management also review existing compensation arrangements for tax efficiency and compliance.

Compensation Risk Assessment

The Compensation Committee has a process in place for reviewing its compensation programs for risk. When designing its compensation programs, the Compensation Committee strives to mitigate risks while retaining the design features that it believes work best to incentivize and motivate employees. The Compensation Committee reviews its compensation programs annually to help ensure that its compensation programs do not encourage excessive risk-taking behavior. Based on its review, the Compensation Committee does not believe that its compensation programs and practices are reasonably likely to have a material adverse effect on Bally’s.

Compensation Committee Report *

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with management. Based on such review and discussions with management, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in Bally’s Annual Report on Form 10-K for the year ended December 31, 2024 and in this proxy statement.

The foregoing report is provided by the following directors, who constitute the Compensation Committee.


		COMPENSATION COMMITTEE

		Jeffrey W. Rollins (Chair)
		Jaymin B. Patel
		Wanda Y. Wilson

*	The material in this report is not soliciting material, is not deemed filed with the SEC, and is not incorporated by reference in any of our filings under the Securities Act or the Exchange Act, whether made on, before, or after the date of this proxy statement and irrespective of any general incorporation language in such filing.

2024 Summary Compensation Table

The following table provides information concerning the compensation of the 2024 NEOs for each of the years ended December 31, 2024, December 31, 2023 and December 31, 2022, as applicable.


Name and Principal Position	Year	Salary(1)	Bonus(2)	Stock Awards(3)	Non-Equity Incentive Plan Compensation	All Other Compensation(4)	Total
		($)	($)	($)	($)	($)	($)
Robeson M. Reeves(6)	2024	1,100,913	935,000	201,776	—	53,070	2,290,759
Chief Executive Officer	2023	1,105,110	1,168,921	2,215,125	—	48,041	4,537,197
	2022	850,000	680,000	675,378	—	34,205	2,239,583
Marcus Glover(5)	2024	625,000	400,000	177,068	—	24,775	1,226,843
EVP, Chief Financial Officer	2023	336,538	393,750	829,200	—	6,920	1,566,408
Craig L. Eaton	2024	400,000	255,000	276,940	—	20,198	952,138
President, Rhode Island Operations and Corporate Secretary	2023	400,000	270,000	178,480	—	20,037	868,517
	2022	392,123	270,000	—	—	15,166	677,289
Kim M. Barker(5)	2024	550,000	352,000	87,661	—	19,004	1,008,665
EVP, Chief Legal Officer	2023	550,000	371,250	613,529	—	17,911	1,552,690
George T. Papanier	2024	975,000	745,875	382,497	—	26,108	2,129,480
President	2023	967,308	1,090,402	2,433,381	—	25,645	4,516,736
	2022	931,291	855,000	684,018	—	15,820	2,486,129


(1)			Amounts represent the base salary paid to each of the NEOs during the relevant year. There were no NEO annual base salary increases in 2024.
(2)			The amounts in this column reflect amounts paid to each NEO as a discretionary annual incentive awarded by the Compensation Committee for the 2024 performance year. Fifty-percent of the annual incentive award was paid in the form of fully vested, unrestricted shares on March 21, 2025. These shares are not being reported in the “2024 Grants of Plan-Based Awards Table” because the value would otherwise be double-counted. Refer to the “2024 Annual Cash Incentives” section of the CD&A for further explanation.
(3)			Amounts shown represent the grant date fair value of awards of time-based vesting RSUs and PSUs at the target level as computed under ASC 718, granted during the fiscal year indicated. For additional information, please refer to Note 19 “Equity Plans” in the Company’s Consolidated Financial Statements for the year ended December 31, 2024 included in the Company’s 2024 Annual Report on Form 10-K. For PSUs, grant date fair value is calculated based on the probable outcome of the performance result (i.e., target level of performance) for each of the performance periods. These amounts do not necessarily reflect the actual amounts that were paid to, or may be realized by, the NEO for any of the fiscal years reflected.
(4)			Amounts shown for 2024 consist of (1) a gross-up for Company-paid health insurance premiums paid for Ms. Barker and Messrs. Glover, Eaton and Papanier, (2) pay received in lieu of benefits for Mr. Reeves, (3) Bally’s contributions under a Company-sponsored defined contribution plan for Ms. Barker and Messrs. Glover, Eaton and Papanier in the amount of $10,085, $11,500, $6,923, and $13,375, respectively, (4) contributions for the executive long-term disability policy for Ms. Barker and each of Messrs. Glover, Eaton and Papanier in the amount of $810, and (5) contributions for the group term life insurance premiums and AD&D policy for Ms. Barker and Messrs. Glover and Eaton in the amount of $1,395, and Mr. Papanier in the amount of $907.
(5)			Mr. Glover and Ms. Barker were not NEOs for all three years listed in this table, and accordingly, compensation information for 2022 is not provided.
(6)			“All Other Compensation” amounts paid to Mr. Reeves were converted to USD from GBP using an average foreign exchange rate of 1.278 for 2024.

2024 Grants of Plan-Based Awards Table

The table below provides information regarding awards granted during 2024 to our NEOs.


			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Possible Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards: Number of Shares of Stock or Units(3)		Grant Date Fair Value of Stock and Option Awards(4)
	Grant Date	Threshold		Target		Maximum		Threshold		Target		Maximum
Name		($)		($)		($)		(#)		(#)		(#)		(#)		($)
Robeson M. Reeves	February 5, 2024		—		—		—		—		18,840		—		—		201,776

	N/A		550,000		1,100,000		1,100,000		—		—		—		—		—



Marcus Glover	February 5, 2024		—		—		—		—		16,533		—		—		177,068

	N/A		312,500		625,000		937,500		—		—		—		—		—




Craig L. Eaton	February 5, 2024		—		—		—		—		2,381		—		—		25,501
	March 1, 2024		—		—		—		—		5,886		—		—		62,862
	March 1, 2024		—		—		—		—		—		—		17,657		188,577
	N/A		150,000		300,000		450,000		—		—		—		—		—
Kim M. Barker	February 5, 2024		—		—		—		—		8,185		—		—		87,661

	N/A		275,000		550,000		825,000		—		—		—		—		—
George T. Papanier	February 5, 2024		—		—		—		—		35,714		—		—		382,497

	N/A		487,500		975,000		1,462,500		—		—		—		—		—


(1)			This column shows the possible payouts to the NEOs under our Annual PFP for the fiscal year ended December 31, 2024 for each of “threshold”, “target” and “maximum” performance.
(2)			The awards in this column represent the number of PSUs that may be earned with respect to the 2024 performance period at “target” level of performance. PSUs granted to Ms.Barker and Messrs. Reeves, Glover, Eaton and Papanier for 2024 were awarded on the respective date as noted in 2024. In addition, Mr. Reeves has PSUs that were originally awarded on October 1, 2021 (that vested in 2025), Mr. Glover has PSUs that were originally granted on June 8, 2023, Mr. Eaton has PSUs that were originally awarded on March 10, 2023 (2,381 PSUs) in addition to those granted on March 1, 2024 (17,657 PSUs), Ms. Barker has PSUs that were originally awarded on March 10, 2023 and Mr. Papanier has PSUs that were originally awarded on February 15, 2023. However, because the performance criteria and the target levels applicable to each performance year comprising the awards granted in prior years are established in connection with each one-year performance period, the amounts shown above and referenced in the immediately preceding sentence only reflect the portion of the respective award that is attributable to the 2024 performance period and effectively granted during 2024. Vesting of these PSUs for the year ended December 31, 2024 was determined by the Compensation Committee in its discretion (except for the PSUs held by Mr. Reeves that vested pursuant to their terms in connection with the closing of the transactions comtemplated by the Merger Agreement). The PSUs earned by the NEO will be settled in the same number of common shares of Bally’s. For a detailed discussion of Bally’s long-term equity compensation program for 2024 (including the applicable performance factors and achievement levels), see the “Long-Term Incentives” section of the CD&A.
(3)			The awards represent time-based vesting RSUs granted in 2024 to the NEOs. The RSU award granted to Mr. Eaton will vest in three equal installments. None of the other NEOs received RSU awards in 2024.
(4)			Amounts shown in this column reflect the aggregate grant date fair value of RSU and PSU awards determined in accordance with ASC 718.

Outstanding Equity Awards at 2024 Fiscal Year-End Table

The following table sets forth certain information concerning common shares of Bally’s subject to unvested equity incentive plan awards held as of December 31, 2024 by the NEOs. There were no unexercised stock options outstanding as of December 31, 2024.


		Stock Awards
Name			Number of Shares or Units of Stock That Have Not Vested(1)		Market Value of Shares or Units of Stock That Have Not Vested(2)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2)
	Grant Date		(#)		($)	(#)		($)
Robeson M. Reeves	February 15, 2023		35,714	(4)	638,923	—		—


			—		—	71,430	(9)	1,277,883



Marcus Glover	June 8, 2023		33,066	(5)	591,551	—		—
			—		—	33,065	(9)	591,533




Craig L. Eaton	March 10, 2023		4,762	(6)	85,192	—		—
			—		—	4,762	(9)	85,192
	March 1, 2024		17,657	(7)	315,884
						17,657	(9)	315,884

Kim M. Barker	March 10, 2023		16,369	(6)	292,841	—		—
			—		—	16,369	(9)	292,841

George T. Papanier	February 15, 2023		71,428	(8)	1,277,847	—		—
			—		—	71,428	(9)	1,277,847


(1)			Represents unvested time-based restricted stock units.
(2)			Amounts shown in this column represent the number of outstanding RSUs and PSUs multiplied by $17.89 per share, the closing price of Bally’s common shares on the NYSE on December 31, 2024.
(3)			Represents the number of shares that may be issued pursuant to PSUs based on achievement at “target” level. The actual number of shares to be issued for each of these grants, if any, has not been determined and will be determined based on the relevant performance criteria over the applicable performance periods.
(4)			The RSU award granted to Mr. Reeves on February 15, 2023 will vest in four installments: 16,874 on December 31, 2023, 3,111 on January 1, 2024, 16,875 on December 31, 2024, and 35,714 on January 1, 2026.
(5)			The RSU award granted to Mr. Glover on June 8, 2023 will vest in three installments: 9,331 on March 1, 2024, 16,533 on March 1, 2025 and 16,533 on March 1, 2026.
(6)			The RSU awards granted to Mr. Eaton and Ms. Barker on March 10, 2023 will vest in three equal installments on each March 1 of 2024, 2025 and 2026.
(7)			The RSU award granted to Mr. Eaton on March 1, 2024 will vest in three equal installments on each March 1 of 2025, 2026 and 2027.
(8)			The RSU award granted to Mr. Papanier on February 15, 2023 with respect to 14,112 shares vested on December 31, 2023 and will vest with respect to 35,714 shares on each of March 1, 2025 and March 1, 2026.
(9)			Represents (1) the PSUs granted to Mr. Reeves on October 1, 2021 and February 15, 2023, of which 35,715 are attributable to the 2024 performance period; (2) the PSUs granted to Messrs. Glover and Eaton and Ms. Barker in 2023 of which 16,533, 8,267 and 8,185, respectively, are attributable to the 2024 performance period; (3) the PSUs granted to Mr. Papanier on February 15, 2023, of which 35,714 are attributable to the 2024 performance period; and (4) the PSUs granted to Mr. Eaton on March 1, 2024, of which 5,885 are attributable to the 2024 performance period. For Messrs. Reeves, Glover, Eaton, and Papanier and Ms. Barker, 14,344, 10,582, 7,028, 27,322 and 5,239 PSUs vested on March 17, 2025, respectively, reflecting 85%, 64%, 85%, 76.5% and 64%, respectively, of the target number of PSUs attributable to the 2024 performance period.

2024 Option Exercises and Stock Vested Table

The following table contains information about restricted stock units held by the applicable NEO that vested during 2024. No options were exercised by the NEOs during 2024.


	Stock Awards
Name		Number of Shares Acquired on Vesting(1)	Value Realized on Vesting(2)
		(#)	($)
Robeson M. Reeves		105,986	1,706,786
Marcus Glover		28,688	411,518
Craig L. Eaton		11,511	181,487
Kim M. Barker		23,354	337,012
George T. Papanier		53,627	815,056

__________________________________


(1)			In connection with the vesting of RSUs and PSUs, our NEOs surrendered shares of stock to cover withholding taxes, thereby reducing the actual value received upon vesting and settlement. The number of shares surrendered but included in this table was: Mr. Reeves—49,817; Mr. Glover—9,040; Mr. Eaton—5,346; Ms. Barker—7,497; Mr. Papanier—21,104.
(2)			Represents the product of the number of shares or shares underlying units vested and the closing price of Bally’s common shares on the NYSE on the vesting date.
(3)			Amounts for each NEO include the immediately vested RSU awards issued to each NEO on March 21, 2025 in connection with the payout of the incentive earned under the Annual PFP for 2024 (50% of the earned incentive was paid in cash and 50% was paid in fully vested RSU awards).

2024 Pension Plan Benefits

None of the NEOs participate in any pension plans providing for payment or other benefits at, following or in connection with retirement.

2024 Nonqualified Deferred Compensation

None of the NEOs participate in any deferred compensation plans or programs.

Agreements with NEOs

Employment Agreements

Certain elements of compensation set forth in the 2024 Summary Compensation Table and 2024 Grants of Plan-Based Awards Table reflect the terms of our employment agreements with our NEOs as described below. Bally’s or a subsidiary of Bally’s is a party to an employment agreement with each of Messrs. Reeves, Glover, Eaton, and Papanier and Ms. Barker.

General (Non-Termination-Related) Terms of Each Employment Agreement

Robeson M. Reeves - The service agreement with Mr. Reeves which sets forth the terms and conditions relating to his employment with Bally’s was originally entered into effective as of October 1, 2021 and subsequently amended effective June 1, 2022 and March 31, 2023 (the “Reeves Service Agreement”). The Reeves Service Agreement provides for the following: annual compensation which consists of an annual base salary equal to $1,100,000 as CEO (which is converted monthly from U.S. dollars into GBP based on the average exchange rate in respect of the applicable calendar month in which it is paid unless Gamesys elects to use a rate as of a different date or dates) and a potential target bonus of 100% of base salary (which, if earned, is also payable in GBP); eligibility to participate in the Gamesys benefit programs (which include, but are not limited to, private medical insurance, life assurance, permanent health insurance, and a personal pension scheme to which Gamesys will make contributions equal to 10% of Mr. Reeves’s annual base salary); 30 days of paid time off each year (in addition to paid time off during public holidays observed in the United Kingdom); and customary restrictive covenants and confidentiality provisions that include non-competition and non-solicitation restrictions during Mr. Reeve’s employment with the Company and for 12 months thereafter. The Reeves Service Agreement also provides that, although Mr. Reeves will be liable for any applicable U.S. taxes paid on his compensation, Gamesys will implement a “tax protection policy” such that Mr. Reeves will be entitled to a tax reimbursement and/or tax gross-up to reimburse him for any increase in income or social security taxes under U.S. tax law that are in excess of the taxes that would have been applicable to his compensation had he performed all activities in the United Kingdom (the “Tax Protection Benefits”). Pursuant to the Reeves Service Agreement, Mr. Reeves’s employment will continue until terminated by either party in accordance with the terms of the agreement. The amendment to the Reeves Service Agreement permits Gamesys to use a different exchange rate other than the rate on the date of payment for converting Mr. Reeve’s base salary payments from U.S. dollars into GBP.

Marcus Glover - The employment agreement entered into with Mr. Glover was effective as of May 8, 2023 and provides for a term that runs until December 31, 2026, with automatic one-year extensions for each year thereafter, an annual base salary equal to $625,000, which will be reviewed annually, and eligibility to receive a target annual cash bonus equal to 100% of his base salary along with the opportunity for equity grants as approved by the Compensation Committee.

Craig L. Eaton - The employment agreement entered into with Mr. Eaton was effective as of July 10, 2013 and provides for an initial term that ended on July 10, 2015 with automatic one-year extensions for each year thereafter, annual base salary equal to $350,000, and eligibility to receive a target annual cash bonus equal to 50% of Mr. Eaton’s base salary.

Kim M. Barker - The employment agreement entered into with Ms. Barker, which was originally effective as of December 7, 2022 and which was last amended on January 23, 2025 to extend its term until December 31, 2026 with automatic one-year extensions, provides for an annual base salary equal to $550,000, which will be reviewed annually, and eligibility to receive a target annual cash bonus equal to 100% of her base salary.

George T. Papanier - The employment agreement entered into with Mr. Papanier was originally effective as of March 29, 2016 and subsequently amended on January 13, 2020 and again on January 16, 2021 (the “Papanier Employment Agreement”). On March 31, 2023, the Papanier Employment Agreement was further amended to (i) extend the term of Mr. Papanier’s employment agreement through December 31, 2025 (the “Papanier Initial Period”) (with automatic one-year extensions following the Papanier Initial Period), (ii) increase Mr. Papanier’s annual base salary to $975,000 for the remainder of the Papanier Initial Period, (iii) provide that Mr. Papanier’s annual target bonus will be equal to 100% of his annual base salary, and (iv) provide for an additional equity award in the form of 50% RSUs and 50% PSUs, pursuant to a vesting schedule to be approved by the Compensation Committee of the Board and as ratified by the Board. The Papanier Employment Agreement also provides that Mr. Papanier is eligible to receive a target annual cash bonus equal to his base salary.

Termination Provisions of the Employment Agreements

Upon a termination of employment by Bally’s or a subsidiary, as applicable, (i) without “justifiable cause” with respect to Messrs. Glover, Eaton, and Papanier and Ms. Barker, and, (ii) by Mr. Papanier and Ms. Barker for “good reason,” Bally’s will pay, as applicable, the following separation payments and benefits: (1) any earned but unpaid annual bonus for the year prior to the year of termination, (2) a pro-rated annual bonus for the year in which the termination of employment occurs, and (3) continued payment of annual base salary for the longer of (a) the amount of time remaining until the end of the term of the employment agreement and (b) a period of 12 months following the termination date other than with respect to Ms. Barker and Mr. Glover, who will receive continued payment of annual base salary for 12 months following the termination date) (the “Base Salary Continuation”). In addition, during the applicable severance period, Messrs. Glover, Eaton and Papanier and Ms. Barker, as applicable, will continue to be eligible to participate in Bally’s group health and dental plans or, if the executive is ineligible to continue to participate in such plans, Bally’s will pay the executive’s COBRA premiums during the applicable period.

If Messrs. Glover, Eaton, or Papanier’s employment is terminated by Bally’s or a subsidiary, as applicable, without “justifiable cause” or by Messrs. Eaton or Papanier for “good reason” within 12 months following a “change in control,” Bally’s will pay, to the applicable individual, the same severance payments and benefits described above, except that the Base Salary Continuation and health continuation benefits will continue for Messrs. Glover and Papanier for the longer of: (1) the amount of time remaining until the end of the term of the employment agreement and (2) a period of 24 months following the termination date, and for Mr. Eaton, for 24 months. In addition, if Messrs. Glover, Eaton, or Papanier’s or Ms. Barker’s employment is terminated as a result of the applicable individual’s death or disability, the applicable individual (or their estate, if applicable) will be eligible to receive a pro-rated portion of their annual bonus payable under the Annual PFP for the year in which such termination of employment occurred.

For purposes of Messrs. Eaton and Papanier’s and Ms. Barker’s employment agreements, “good reason” generally means (1) a material diminution in his base salary, other than a general reduction in base salary that affects all similarly situated executives of Bally’s, (2) a material diminution in his responsibilities to Bally’s (in each NEO’s case, other than temporarily during periods of physical or mental incapacity or as required by applicable law), or (3) a relocation of his or her principal place of employment such that, for Messrs. Eaton and Papanier, the distance between his primary residence as of such relocation and his principal place of employment is increased by more than 50 miles.

For purposes of the employment agreement with Mr. Papanier, a “change in control” is defined by reference to the definition included in the 2021 Stock Incentive Plan. A “change in control” for purposes of the employment agreements with Messrs. Glover and Eaton is defined in Section 7(b)(ii) of his respective agreement. Each of Messrs. Glover, Eaton, and Papanier’s and Ms. Barker’s right to receive the severance benefits set forth in their respective employment agreements is subject to their execution of an effective release of claims against Bally’s and its affiliates.

During the employment term and for the longer of the period of Base Salary Continuation or 12 months following the NEO’s termination date, Messrs. Eaton and Papanier will be subject to certain geographically-limited non-competition restrictions. Ms. Barker will be subject to such non-competition restrictions for 12 months following the NEO’s termination date. Additionally, Messrs. Glover, Eaton, and Papanier and Ms. Barker will also be subject to certain non-solicitation, non-disparagement and/or non-disclosure restrictions as set forth in each of their respective agreements.

With respect to the Reeves Service Agreement, Mr. Reeves is entitled to 12 months’ advance notice (the “Notice Period”) in the event that the Company decides to terminate his employment with the Company for any reason other than for cause as defined in the applicable agreement. Alternatively, in lieu of notice, the Company may elect to terminate Mr. Reeves’s employment immediately, in which case the NEO will receive a payment equal to his base salary for the remainder of the Notice Period, which amount may be paid in a lump sum or in equal monthly installments during the remainder of the Notice Period, as elected by the Company in its discretion. The Reeves Service Agreement also requires Mr. Reeves to seek alternative income during the Notice Period and to notify the Company of any such income received (in which case the installment payments will be reduced accordingly). In addition, Mr. Reeves will be entitled to payment for any unused and accrued paid time off for the year in which the termination occurs (unless the Company elects to require the NEO to use such accrued paid time off during the Notice Period).

Potential Payments Upon Termination or Change in Control Table

The chart below outlines the potential payments to our NEOs upon the occurrence of certain termination triggering events. As required, the amounts quantified in the chart below reflect the theoretical potential payments and benefits to which the NEOs would have been entitled to upon termination of employment or service, or in connection with a change in control, had the applicable event occurred on December 31, 2024 (using the closing price of Bally’s common shares as of December 31, 2024, which was the last trading day of the year).


Name	Termination without Justifiable Cause or for Good Reason		Termination for Death or Disability		Termination without Justifiable Cause or for Good Reason in Connection with a Change in Control
	($)		($)		($)
Robeson M. Reeves
Cash Severance	2,200,000	(1)	2,200,000	(1)	2,200,000	(1)
Health Benefits	—		—		—
Equity	1,916,806	(4)	1,277,865	(4)	1,916,806	(7)
Total	4,116,806		3,477,865		4,116,806

Marcus Glover
Cash Severance	1,250,000	(1)	625,000	(2)	1,875,000	(5)
Health Benefits	29,765	(3)	—		59,530	(6)
Equity	916,880	(4)	295,775	(4)	916,880	(7)
Total	2,196,645		920,775		2,851,410

Craig L. Eaton
Cash Severance	700,000	(1)	300,000	(2)	1,100,000	(5)
Health Benefits	29,765	(3)	—		59,530	(6)
Equity	802,152	(4)	190,493	(4)	802,152	(7)
Total	1,531,917		490,493		1,961,682

Kim M. Barker
Cash Severance	1,100,000	(1)	550,000	(2)	—	(5)
Health Benefits	14,441	(3)	—		28,882	(6)
Equity	585,683	(4)	146,430	(4)	585,683	(7)
Total	1,700,124		696,430		614,565

George T. Papanier

SEC Form DEF 14A filed by Bally's Corporation