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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

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Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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FULL HOUSE RESORTS, INC.

(Name of Registrant as Specified In Its Charter)

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

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April 14, 2022

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Dear Fellow Shareholders:

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This was a remarkable year.  Our existing properties did well.  They form a base upon which we intend to double, triple, and perhaps quadruple the size of our company over the next few years.

That growth is already underway.  We are midway through construction of a new casino hotel in Colorado which, by most measures, will be larger than any of our existing operations.  We expect it to open in the second quarter of 2023, and it has the potential to double our cash flow from operations from where it is today.

We also have a growth opportunity in Illinois.  In December 2021, Illinois officials chose us to develop a new casino in the Waukegan area.  We plan to open a temporary casino on that site in the third quarter of this year.  It, too, has the potential to generate as much cash flow as our entire company generates today.  We estimate that the permanent Waukegan casino will open in 2025 and generate significantly more than the temporary facility.

While the next few years will be busy, so were the last seven.  We laid the groundwork for this expansion over the past several years—solidifying our existing operations, acquiring land, arranging entitlements, and building a management team that can execute on these plans.  These are exciting days for our company.

The Growth Opportunities

We see industry growth in a few key areas:

So, how much growth lies ahead for the industry, and potentially for our company?

We currently operate five casinos around the U.S. We would characterize four of those markets as mature, each with significant barriers to entry.  We believe the fifth market—Colorado—is an underserved market, with aging capacity aimed at the lower-end and mass markets.

For several years, the Silver Slipper Casino Hotel in Mississippi has been our single biggest earnings contributor.  Located near the Mississippi/Louisiana border, it attracts customers primarily from Southwest Mississippi and nearby Southeast Louisiana.  Mississippi does not limit the number of casinos, but requires them to be within 800 feet of the Gulf of Mexico or the Mississippi River.  It also requires a significant investment in non-gaming amenities.  We believe it sometimes makes economic sense for an existing casino to expand its operations, but it may be difficult to justify building an entirely new casino.

Louisiana has a fixed number of casino licenses and requires local approval to locate a casino within a parish.  St. Tammany Parish, north of New Orleans and bordering Mississippi, has traditionally voted against casino gaming, including a referendum in December 2021 which, by a 2-to-1 margin, rejected an attempt to relocate a casino from Northwest Louisiana to St. Tammany Parish.  Accordingly, we think it is unlikely that we will see any significant new competition soon in this relatively mature market.

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Our Rising Star Casino Resort in Rising Sun, Indiana, is also in a mature market.  Located midway between Cincinnati and Louisville, and not far from Indianapolis, this casino just celebrated its 26th year of operation.  It has a relatively large footprint, with 294 guest rooms, a golf course, and significant banquet facilities.  Both Indiana and Ohio allow a fixed number of casinos and almost all licenses are now in well-established operations.  Indiana did recently allow a gaming license to be relocated to Terre Haute, Indiana, but we expect it to have little impact on Rising Star, which is located three hours away.  In recent years, Kentucky has allowed its racetracks to offer “historical racing machines,” which essentially are slot machines.  While those operations may reinvest in their properties to improve on where they are today, we do not expect a significant number of new historical racing machines to be introduced in the region.

Our Grand Lodge Casino is the only casino in Incline Village, Nevada, a high-end residential and vacation community on the north shore of Lake Tahoe.  There are casinos just outside of Incline Village, which we believe are lesser in quality.  We believe it would be difficult to build a new casino there today, given the cost of land and the local restrictions on development.  We lease our casino, located within the Hyatt Lake Tahoe, from the property owner.  That lease, which expires in August 2023, has been extended several times in the past, and we hope to again extend it in the future.

We also operate Stockman’s Casino, a small casino in Fallon, Nevada, home to a major training base for U.S. Navy pilots and crew.  We believe ours is the largest and nicest of the handful of casinos in this small town.

Finally, we have significant income from Internet sports wagering.

Internet sports wagering is legal in both Indiana and Colorado.  In Indiana, each casino is allowed to operate three “skins,” which are akin to web sites.  In Colorado, each casino license is allowed one skin, but Bronco Billy’s was formed historically through a series of acquisitions, so we technically operate under three casino licenses and are permitted three skins.

We chose to not operate our Internet sports skins on our own, and we paired with larger sportsbook operators that needed brick-and-mortar casino partners to operate in those states.  We collected $6 million in one-time “market access fees” and are entitled to a percentage of revenues, subject to minimum annual amounts that total $7 million per year.

At year-end 2021, all six sports skins were active. More recently, one of our skin operators informed us of its intent to cease operations through one of our skins in Colorado and one of our skins in Indiana on May 15, 2022.  Accordingly, we are looking into potential replacements that want to operate in Indiana and Colorado.

Meanwhile, we will soon have the right to operate Internet sports betting in Illinois.  Each casino in Illinois is allowed only one skin.  With a population significantly greater than that of Indiana or Colorado, and fewer available skins, we believe the value of the Illinois skin is significantly larger than that of our others.

Online casino gaming (i.e., the ability to play a slot machine or table game on a computer or mobile device) is not yet legal in any of the states in which we operate.  However, we expect various states to legalize forms of online casino gaming in the next few years, as it could be seen as a good source of incremental tax revenues and we believe it is generally acceptable to a majority of voters in many states.

If this happens, we may choose to operate online casino gaming ourselves, in conjunction with others, or a possible mix of the two.  While the software to operate an online wagering web site is readily available, we would need to acquire the skill set to operate and market a successful online casino.  We would need to hire appropriate talent, form joint ventures with experienced companies, or perhaps both, and receive any necessary regulatory approvals.

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Stage One of Our Growth: The Temporary in Waukegan, Illinois

Our Waukegan project fits many of the favorable industry growth characteristics.

Our project will be located near the center of Lake County, Illinois, as the first and only full-fledged casino in that county.  Lake County has approximately 700,000 residents and we believe it is among the wealthiest counties in the country based on per-capita income.  We estimate that our location will be the closest casino to more than 1 million people.

Waukegan is less than a one-hour drive from either Downtown Chicago or Downtown Milwaukee.  There are approximately 11 million residents in the region and eleven casinos, including two tribal casinos in Milwaukee and southwest Michigan; four commercial casinos in Northwest Indiana; and five casinos in Illinois.  The Illinois casinos are each limited in size.  However, the legislation that permitted a casino in Waukegan also allows the existing casinos to expand.

Even with the prospective expansions, we believe there are relatively few slot machines available in the market, compared with other cities that host casinos.  The existing casinos have higher revenues per slot machine than many casinos in other markets, and the overall gaming revenues per capita are lower than in markets with more slot machines per capita.  We believe this is an underserved market.

Most of the existing casinos in the Chicago area within Illinois were built in the mid-1990s, when the state first legalized a small number of casinos on cruising riverboats, limited in size, operating in a densely populated area.  When the state legalized a small number of slot machines for a large population, casino developers logically developed modest casinos designed to satisfy avid players.  Over the years, however, more slot machines have been added.  It is now important to offer a broader experience to attract a wider demographic.

Most of the casino competition in Illinois today consists of older riverboat casinos designed for cruising, with basic amenities, low ceilings, multiple decks, and secondary locations along a river.  A notable exception is the Rivers Casino in Des Plaines, Illinois, approximately 35 miles from our Waukegan project.  It is the closest casino to Waukegan today and is in a densely populated area near O’Hare International Airport.  It opened under different regulations in 2011 and was essentially a “boat in a bathtub,” where the casino floor floated in a pool, qualifying it as a boat.  The casino is on one level, with high ceilings, and feels every bit the same as a land-based facility.  Though limited in size, Rivers achieved $460 million of gaming revenues in 2021, according to the state’s gaming revenue reports.

We believe the geography changes with a casino in Waukegan.  We expect that the estimated 1 million people who will be closer to the Waukegan casino will take away from the theoretical market areas of our competitors in the area.  Competing casinos are some distance from Waukegan.  We expect much of the anticipated revenues of the casino in Waukegan will reflect increased gaming by the residents in the region.

Illinois also has legalized a large casino in Downtown Chicago, which is likely to open a year or more after we open our casino in Waukegan.  We believe the impact of a casino in Downtown Chicago on our casino in Waukegan will be minimal given its further distance from our site.

The Illinois legislation permits us to operate a temporary casino for up to three years.  We expect our temporary casino to provide tax revenues, jobs, and profits far quicker than would be achieved by waiting to build the permanent casino, which is more complex and which we expect will require approximately three years to build.

We’ve opted to build the temporary casino on the same 40-acre site that will house the permanent casino.  The site is located near and between the two major highways that connect Chicago to Milwaukee.  The temporary casino, named The Temporary, will use many of the parking lots and other infrastructure that will be needed for the permanent casino, to be called American Place.

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We’ve purchased a large “sprung structure” with a lightweight aluminum frame to house The Temporary casino.  The structure is tall—49 feet—and spacious.  It encloses an area approximately the size of one-and-a-half football fields.  We expect the structure to arrive within the next few weeks, and will require several weeks to erect.

Within the “tent,” we will have a platform floor with 1,000 slot machines, 50 table games, a race and sports book, a center bar, and restaurants accommodating approximately 500 people.  We plan to invest approximately $100 million into The Temporary and hope to open it in the third quarter of 2022.

We estimate that only about $20 million of the $100 million now being invested will not have ongoing value to the permanent casino operations.  That includes the $4.5 million “tent,” which can be sold or donated when casino operations shift to the permanent structure.

While we expect to decorate the inside of The Temporary in an attractive way, it is, in fact, a temporary structure.  We believe that if we can achieve operating margins that are typical for regional casino operations, The Temporary may generate more cash flow than our entire company generates today.

Stage Two of Our Growth: Chamonix Casino Hotel in Cripple Creek, Colorado

Colorado legalized limited casino gaming in 1990 in Central City and Black Hawk, which adjoin each other approximately one hour west of Denver, and in Cripple Creek, which is approximately one hour west of Colorado Springs.  Approximately 4 million people live in Denver and other cities in Colorado’s “North Front Range.” Approximately 1 million people live in Colorado Springs and other cities in the state’s “South Front Range.”  Denver and Colorado Springs are approximately one hour apart and are growing toward each other.

The betting limit was initially set to $5 and raised to $100 in 2009.  Based on that, new casino hotels were built in Black Hawk and they were very successful.  In November 2020, Colorado voters approved the elimination of all betting limits, which took effect in April 2021.

In late 2021, a major new high-end casino hotel opened in Black Hawk, offering 516 luxury guest rooms.  Cripple Creek also added a new hotel with 100 guest rooms.

We acquired the Bronco Billy’s casino in Cripple Creek, Colorado in 2015.  The casino occupied several different buildings, the majority of which are historical buildings from the 1890s.  Parking was on surface lots adjoining and behind the casino, which can be challenging in the harsh mountain weather.  Still, we believe the casino has long been one of the leaders of the seven casinos in the Cripple Creek market.  In the ensuing years, we gradually acquired significant additional adjoining land.

While we are not permitted to tear down the historical buildings that form the core of Bronco Billy’s, we expect to refurbish the property over the next year or so.  Because it would be very difficult to convert it into a high-end experience given the narrow brick buildings in which it sits, we have decided to have Bronco Billy’s continue as a three-star, Western-themed experience.  Our new four-star casino hotel and spa next door will be branded Chamonix Casino Hotel and Spa, offering “European Elegance with Colorado Comfort.”  Guests will be able to walk easily from one property to the other.

We designed the Chamonix casino with a flat, single-level gaming floor adjoining the primary gaming street in Cripple Creek.  Up one escalator from the casino, there will be a spa and banquet and meeting space, which will be easily convertible into a large entertainment venue.

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We will have a parking garage that directly adjoins Chamonix’s casino.  We will also offer convenient valet parking into our casino, with an internal roadway to allow the valet staff to park cars on the surface lots at the back of the property.

Our approximately 300 guest rooms and suites will be in three towers, each of which will have elevator access directly to the casino floor.  Most of the guest rooms will have great views of Pikes Peak or across the valley.  We expect to have several high-roller suites that will rival the best hotel accommodations available in the entire state of Colorado.

The property will have an outdoor swimming pool on the third level, as part of the spa.  The pool will be heated and open year-round.  One side of the pool will be a glass wall, looking down on the porte cochère and facing up the length of Bennett Avenue.  Steam will rise off this pool and will be visible from much of the town.

We do not believe there is anything like this today in Cripple Creek.  However, there are three casino hotels in Black Hawk that we believe are similar in quality and scale.  We believe we will be able to significantly grow the Colorado Springs market, rather than just steal share from the existing casinos.  The project is well underway, and we expect it to open in the second quarter of 2023.

At this point, we are confident that we will be able to complete Chamonix at our budgeted cost of $250 million.  The budget includes construction and pre-opening costs, but does not include construction-period interest, which is being carried by our other properties.  It also does not include the several million dollars we expect to invest in refurbishing the original Bronco Billy’s casino.  As of February 28, 2022, we had invested approximately $29 million of Chamonix’s $250 million budget.

As expected, Chamonix’s construction is temporarily affecting the profitability of Bronco Billy’s.  We tore down a non-historical part of Bronco Billy’s to accommodate Chamonix.  Bronco Billy’s currently has no adjoining parking, so we are offering valet parking at the door and a shuttle service to a self-park lot three blocks away.  In 2021, we acquired Carr Manor, a 14-guest room “bed and breakfast” located a block away from Bronco Billy’s, to accommodate guests during construction.  We continue to generate some revenue at Bronco Billy’s despite these challenges.  Also, we are providing continuity of operations for our customers and our employees, and looking forward to the day we open our improved facilities.

Stage Three of Our Growth: American Place in Waukegan, Illinois

Our planned American Place Casino Hotel will be far more ambitious than The Temporary that we are building today, catering to the same demographically rich region.

Guests will enter the building and immediately see an intricate fountain.  Periodically, the fountain will come alive, choreographed with music, with illuminating laminar water flows soaring over the sidewalk leading into the casino.  Bouncing dollops of water will dance around the room and surprise diners sitting in the adjoining restaurant.  Water will shoot into the fountain from gargoyles located near the ceiling, while water shoots out of the fountain, disappearing into nearby floral planters.  The fountain attraction is designed to be something that residents of Chicago and Milwaukee will want to show their out-of-town guests visiting for holidays and family events.

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Past the fountain, guests will enter a full-scale luxury casino with a state-of-the-art race and sports book and a wide variety of creative food and beverage options.  The VIP areas will be located at the back, adjoining a special boutique hotel with 20 high-roller suites, accessed through a private entrance at the back of the property near the casino’s helipad.  For VIP guests, we expect to be able to charter helicopter service from any of the numerous airports and helipads in the region.

There are seven non-casino hotels in the immediate vicinity of American Place, several of which are new.  We expect to be able to utilize the collective 700 guest rooms of these hotels to accommodate customers whose gaming activity may not qualify them for our high-roller boutique hotel.

The property will include a large meeting and convention area, capable of serving large banquet dinners or accommodating 1,500 people at an entertainment event.

We believe American Place will be Chicagoland’s most interesting and diverse casino experience.  We expect it to earn double the profits we are forecasting for The Temporary casino.

Financial Resources

As of December 31, 2021, we had approximately $265 million of cash and equivalents, including cash dedicated to Chamonix’s construction.  Subsequent to year-end, we issued $100 million of additional bonds, which provided us with additional liquidity and funded construction of The Temporary.  As a result, we believe funding for Stages One and Two of our growth pipeline is complete.

Stage Three of our growth pipeline, American Place, may cost an incremental $400 million to build and still needs to be funded.  We expect to begin construction on American Place later this year, but the spending per month in the early stages of construction tends to be fairly modest.  We expect that these early stages can potentially be funded from the profits of our other operations, particularly The Temporary.  We believe significant expenditures for American Place are not likely to begin until early 2024, which is when our existing bonds become callable.  At that point, we expect to be in a position to fund the completion of American Place with new debt, as part of a refinancing of our entire debt position.  In essence, we expect The Temporary casino to fund the equity contribution necessary to build the permanent American Place casino.

We have a great deal of work ahead of us—which we believe are all designed to create icons for our communities, opportunities for our employees, excitement for our guests, and favorable returns for our shareholders.

Thank you again for your support.  We are working hard on your behalf.

/s/ Daniel R. Lee

Daniel R. Lee

President and Chief Executive Officer

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Note: This letter supplants the glossy annual reports that are still prepared by some companies; such a report would not be economical for our small company. For a full description of our financial results, please see our annual report on Form 10-K that was filed with the Securities and Exchange Commission and that is available on our website, at www.fullhouseresorts.com.

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This letter and the accompanying Notice and proxy statement contain statements that are “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. These forward-looking statements can be identified by use of terms such as “believes,” “expects,” “anticipates,” “plans,” “intends,” “potential,” “may,” “could,” “would,” “will,” “might,” and similar references to future periods. Some of these forward-looking statements include, but are not limited to, our expected operating results, such as future cash flow or EBITDA; our plans, beliefs or expectations regarding our growth strategies; the impact of the coronavirus (COVID-19) pandemic; our expected construction budgets, estimated costs, estimated commencement and completion dates, expected amenities, and our expected operational performance for Chamonix, The Temporary, and American Place; our investments in capital improvements, renovations and other projects, including the amounts of such investments, the timing of commencement or completion of such capital improvements, renovations and other projects and the resulting impact on our financial results; our sports wagering contracts with third-party providers, including the expected revenues and expenses and our expectations regarding our ability to replace our terminated sports wagering contracts in Colorado and Indiana and our ability to enter into a new sports wagering contract in Illinois; our ability to obtain final gaming approvals for the Temporary and American Place; our expectation regarding the extension of our lease for the Grand Lodge Casino; adequacy of our financial resources to fund operating requirements and planned capital expenditures and development costs and to meet our debt and contractual obligations; expected sources of revenue; anticipated sources of funds; our expectations regarding regulatory and business conditions in the gaming industry, including the possible authorization or expansion of gaming in the states we operate or nearby states; beliefs in connection with our marketing efforts; factors that affect the financial performance of our properties; and our competitive outlook, among others. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control.  Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements are included in the reports we file with the Securities and Exchange Commission, including, but not limited to, Part I, Item 1A. Risk Factors and Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the most recently completed fiscal year and our other periodic and current reports filed with the Securities and Exchange Commission. We are under no obligation to (and expressly disclaim any such obligation to) update or revise our forward-looking statements as a result of new information, future events or otherwise. Actual results may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

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FULL HOUSE RESORTS, INC.

1980 Festival Plaza Drive, Suite 680

Las Vegas, Nevada 89135

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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April 14, 2022

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In light of the ongoing pandemic, our Annual Meeting of Stockholders will again be held entirely online. This year’s meeting will be held virtually at 10:00 a.m., Pacific Time, on May 19, 2022, and we invite you to participate. The following items will be on the agenda:

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Our board of directors has fixed the close of business on March 22, 2022 as the record date for determining those stockholders entitled to notice of, and to vote at, the annual meeting and any adjournments or postponements thereof.

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Your vote is important. You are encouraged to read this proxy statement and then cast your vote as promptly as possible by following the instructions on the proxy card you receive. We appreciate your investment in Full House Resorts and look forward to your participation in the upcoming meeting.

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By order of the Board of Directors,

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/s/ Elaine L. Guidroz

Elaine L. Guidroz

Secretary

Las Vegas, Nevada

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This proxy statement, including the form of proxy, the letter from our President and Chief Executive Officer, and our 2021 Annual Report, are first being mailed to stockholders on or about April 14, 2022.

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PROXY STATEMENT

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This proxy statement is furnished in connection with the solicitation by the board of directors of Full House Resorts, Inc. (referred to herein as “we”, “us”, “our” and the “Company”) of proxies for use at our 2022 Annual Meeting of Stockholders to be held virtually at 10:00 a.m., Pacific Time, on May 19, 2022, and to any adjournments or postponements.

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE STOCKHOLDER MEETING TO BE HELD VIRTUALLY ON MAY 19, 2022

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This proxy statement, form of proxy and our annual report on Form 10-K are also available free of charge on our website at www.fullhouseresorts.com and at www.proxyvote.com.

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ABOUT THE MEETING

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What is a virtual annual meeting?

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This year’s annual meeting will be online and a completely virtual meeting of stockholders due to the ongoing public health impact of the coronavirus (COVID-19) outbreak. This decision was made in light of the protocols that federal, state, and local governments have imposed and takes into account the health and safety of our stockholders, directors and members of management. You may attend, vote, and submit questions before and during the annual meeting via live audio webcast on the Internet by visiting www.virtualshareholdermeeting.com/FLL2022. You will not be able to attend the annual meeting in person. There will be no physical location for stockholders to attend.

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You will need your control number included on your proxy card in order to be able to attend, submit questions that are pertinent to the meeting, and vote during the virtual annual meeting. We encourage you to access the annual meeting webcast prior to the start time. Online check-in will begin, and stockholders may begin submitting written questions, shortly before the start of the meeting. You should allow ample time for the check-in procedures.

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If you wish to submit a question, you may do so during the meeting at www.virtualshareholdermeeting.com/FLL2022. Questions pertinent to meeting matters will be recognized and answered during the meeting, subject to time constraints. We reserve the right to edit or reject questions that are profane or otherwise inappropriate. Detailed guidelines for submitting written questions during the meeting will be available at www.virtualshareholdermeeting.com/FLL2022.

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We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting or submitting questions. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the annual meeting login page.

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What is the purpose of the annual meeting?

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At the virtual annual meeting, stockholders will act upon the matters outlined in the accompanying notice of meeting, including:

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The stockholders will also transact any other business that properly comes before the virtual meeting.

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Who is entitled to vote?

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Only stockholders of record at the close of business on the record date, March 22, 2022, are entitled to receive notice of the annual meeting and to vote the shares of our common stock that they held on that date at the meeting, or any postponement or adjournment of the meeting. Each outstanding share of common stock entitles its holder to cast one vote on each matter to be voted upon.

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What is the difference between a stockholder of record and a beneficial owner?

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If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered the “stockholder of record” with respect to those shares. If your shares are held by a brokerage firm, bank, trustee or other agent (“nominee”), you are considered the “beneficial owner” of shares held in “street name”. As the beneficial owner, you have the right to direct your nominee on how to vote your shares by following their instructions for voting included in the enclosed proxy materials.

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Who can attend the virtual meeting?

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All stockholders as of the record date, or their duly appointed proxies, may attend the virtual annual meeting. To be admitted to the annual meeting at www.virtualshareholdermeeting.com/FLL2022, you must enter the control number located on your proxy card. Beneficial owners as of the record date who wish to attend the virtual meeting should follow the instructions from their nominee included in their proxy materials.

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What constitutes a quorum?

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The presence at the virtual meeting, in person or by proxy, of the holders of 40% of the total number of shares of our common stock and preferred stock outstanding on the record date will constitute a quorum, permitting the meeting to conduct its business. As of the record date, 34,322,331 shares of our common stock were outstanding and held by approximately 73 stockholders of record. As of the record date, no shares of our preferred stock were outstanding. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of shares considered to be present at the meeting for purposes of determining a quorum.

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If less than 40% of outstanding shares entitled to vote are represented at the virtual meeting, a majority of the shares present at the meeting may adjourn the meeting to another date, time or place, and notice need not be given of the new date, time or place if the new date, time or place is announced at the virtual meeting before an adjournment is taken.

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How do I vote?

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If you are a stockholder of record, you may vote:

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If you are a beneficial owner of shares held in street name, you must follow the voting procedures of your nominee included in your proxy materials. Beneficial owners who wish to vote in person at the virtual meeting must first request and obtain a legal proxy from their nominee.

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If I plan to attend the virtual annual meeting, should I still vote by proxy?

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Yes. Casting your vote in advance does not affect your right to attend the virtual annual meeting.

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If you vote in advance and also attend the virtual meeting, you do not need to vote again at the meeting unless you want to change your vote.

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May I change my vote after I return my proxy card?

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Yes. Even after you have submitted your proxy, you may change your vote at any time before the proxy is exercised by filing with our Secretary either a notice of revocation or a duly executed proxy bearing a later date. The powers of the proxy holders will be suspended if you attend the virtual meeting and so request, although attendance at the virtual meeting will not by itself revoke a previously granted proxy. If your shares are held in street name, you must contact your broker or nominee to change your vote or obtain a proxy to vote your shares if you wish to cast your vote in person at the meeting.

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What are the Board’s recommendations?

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The enclosed proxy is solicited on behalf of our board of directors (the “Board”). Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of our Board. The recommendation of our Board for each item in this proxy statement is set forth below:

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What happens if additional matters are presented at the annual meeting?

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Our Board does not know of any other matters that may be brought before the meeting nor does it foresee or have reason to believe that the proxy holders will have to vote for substitute or alternate board nominees. In the event that any other matter should properly come before the meeting or any nominee is not available for election, the proxy holders will vote as recommended by our Board, or if no recommendation is given, in accordance with their best judgment.

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What vote is required to approve each item?

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For any other item that may properly come before the meeting, the affirmative vote of a majority of the votes cast at the virtual meeting, either in person or by proxy, will be required for approval, unless otherwise required by law.

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How are abstentions treated?

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Abstentions will not be counted as votes cast in the final tally of votes with regard to any proposal. Therefore, abstentions will have no effect on the outcome of any proposal. As stated above, abstentions will be counted for the purpose of determining whether a quorum is present.

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What are “broker non-votes” and how are they treated?

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If your shares are held by a broker on your behalf (that is, in “street name”), and you do not instruct the broker as to how to vote these shares on Proposals 1 or 3, the broker may not exercise discretion to vote for or against Proposals 1 or 3. This would be a “broker non-vote” and these shares will not be counted as having been voted on the applicable proposal. With respect to Proposal 2, the broker may exercise its discretion to vote for or against that proposal in the absence of your instruction. Please instruct your bank or broker so your vote can be counted.

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What is the effect of the advisory vote on Proposal 3?

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Proposal 3 (“Say on Pay”) is an advisory vote. This means that while we ask stockholders to approve resolutions regarding this proposal, this is not an action that requires stockholder approval. If a majority of votes are cast “FOR” the Say on Pay proposal, we will consider the proposal to be approved. Although the advisory vote on this proposal is non-binding, our Board and its compensation committee will review the results of the vote and take them into account in making determinations concerning executive compensation.

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Do I have dissenter’s or appraisal rights?

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You have no dissenter’s or appraisal rights in connection with any of the proposals described herein.

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Where can I find voting results of the virtual annual meeting?

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We will announce the results for the proposals voted upon at the annual meeting and publish final detailed voting results in a Form 8-K filed within four business days after the virtual annual meeting.

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Who should I call with other questions?

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If you have additional questions about this proxy statement or the meeting or would like additional copies of this proxy statement or our 2021 Annual Report, please contact: Full House Resorts, Inc., 1980 Festival Plaza Drive, Suite 680, Las Vegas, Nevada 89135, Telephone: (702) 221-7800.

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CORPORATE RESPONSIBILITY

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As a longtime owner and operator of regional gaming and hotel facilities, we have sought to operate by the highest standards. Our management team has prioritized strong regulatory compliance, financial discipline and oversight. We have worked to contribute to each of our communities across the country, act as good neighbors, and support our employees and their families.

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Naturally, the world continues to evolve. Today investors, regulators, public officials and consumers expect companies in all industries to engage more directly in critical environmental, social and governance (“ESG”) issues. Our key stakeholders now want a more structured accounting of our business on issues ranging from carbon emissions to environmental conservation and workplace diversity.

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For our small but fast-growing company, this transition aligns with our established values and our strategy of thoughtful, profitable expansion. For example, we are proud to report:

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As we grow, we plan to expand our focus on ESG issues through more structured initiatives, such as:

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Our latest projects reflect this approach. At our American Place development in Waukegan, for example, we have set goals to utilize at least 25% minority-owned businesses as subcontractors, as well as firms owned by women, U.S. military veterans, and people with a disability.

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At our properties, our employees regularly serve as community donors and volunteers, working both in-house and through local nonprofits and charitable organizations. In addition to each property’s annual monetary contributions to nonprofits, regional initiatives include:

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In addition, our team members across the country volunteer for a broad range of programs and organizations. Our employees serve on the boards of several local entities that support regional development; the casino/resort industry; tourism; youth sports; responsible gaming; animal welfare; and other causes.

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Our management team will work to keep our employees, regulators, investors and communities informed of new ESG developments and policies. Given the size of our company and our available resources, some of these initiatives may take longer than others to develop over time. As always, we will work to meet or exceed regulatory and statutory requirements in a timely, transparent manner.

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PROPOSAL ONE:

ELECTION OF DIRECTORS

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Our Amended and Restated By-laws (the “By-laws”) provide that the number of directors constituting our Board shall be fixed from time to time by our Board. Our Board currently consists of eight directors. Our Board unanimously voted to increase the size of the Board to nine members effective as of the date of this year’s annual meeting. The nine nominees to be voted on by stockholders at this meeting are Kenneth R. Adams, Carl G. Braunlich, Lewis A. Fanger, Eric J. Green, Lynn M. Handler, Michael A. Hartmeier, Daniel R. Lee, Kathleen M. Marshall and Michael P. Shaunnessy.  Directors are elected by a majority of the votes cast, assuming a quorum is present. The term of office of each director ends at the next annual meeting of stockholders or when his or her successor is elected and qualified.

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All nominees have consented to be named and have indicated their intent to serve if elected. We have no reason to believe that any of these nominees are unavailable for election. However, if any of the nominees become unavailable for any reason, the persons named as proxies may vote for the election of such person or persons for such office as our Board may recommend in the place of such nominee or nominees. It is intended that proxies, unless marked to the contrary, will be voted in favor of the election of each of the nominees.

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Director Nominees

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We believe that each nominee possesses the experience, skills and qualities to fully perform his or her duties as a director and to contribute to our success. In addition, each nominee is being nominated because they each possess high standards of personal integrity, are accomplished in their field, have an understanding of the interests and issues that are important to our stockholders and are able to dedicate sufficient time to fulfilling their obligations as a director.

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Each nominee’s biography containing information regarding the individual’s service as a director, business experience, director positions held currently or within the last five years and other pertinent information about the particular experience, qualifications, attributes and skills that led our Board to conclude that such person should serve as a director appears on the following pages.

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Our Board believes Mr. Adams is qualified to serve as a Director due to his over 40 years of gaming industry experience,
including specific experience as a casino owner and operator, his knowledge of the casino industry,
and his continuing analysis and review of the industry.

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Our Board believes that Dr. Braunlich is qualified to serve as a Director due to his knowledge of and experience
gained over 15 years in the casino resort industry, including as a consultant to the casino resort industry,
as well as over 20 years as a faculty member of hotel management schools.

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Our Board believes that Mr. Fanger is qualified to serve as a Director due to his extensive experience
in the financial services industry, his experience and knowledge in the gaming, lodging and securities industries,
and his executive management experience as Chief Financial Officer of a public corporation.

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Our Board believes that Mr. Green is qualified to serve as a Director due to his extensive experience
in the financial services industry, his experience and knowledge in the securities industry
and his executive management experience in asset management.

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Our Board believes that Ms. Handler is qualified to serve as a Director due to her knowledge of and experience
in the gaming industry, including her work as an attorney for various gaming companies.

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Our Board believes that Mr. Hartmeier is qualified to serve as a Director due to his extensive experience
in the financial services industry, his experience and knowledge in the gaming, lodging and securities industries,
and his executive management experience in investment banking.

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Our Board believes that Mr. Lee is qualified to serve as a Director due to his extensive experience
in the financial services industry, his experience and knowledge in the gaming, lodging and securities industries
and his executive management experience as Chief Executive Officer of a large public corporation.

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Our Board believes that Ms. Marshall is qualified to serve as a Director due to her knowledge of and experience
in the casino industry and her background as a financial officer for casino and casino-related companies.

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Our Board believes that Mr. Shaunnessy is qualified to serve as a Director due to his knowledge of and experience
in the casino industry and his executive management experience as a financial officer
and Chief Executive Officer of casino companies.

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CORPORATE GOVERNANCE

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Board Leadership Structure

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Our Board has not adopted a formal policy regarding the need to separate or combine the offices of Chairman of the Board and Chief Executive Officer. Instead, our Board remains free to make this determination from time to time in a manner that seems most appropriate for us. We currently have separate persons serving as the Chief Executive Officer and as Chairman of the Board, in recognition of the differences between the two roles. Our Chairman is responsible for setting the agenda for each of the meetings of our Board and the annual meetings of stockholders, and our Chief Executive Officer is responsible for our strategic direction and the general management of its business, financial affairs and day-to-day operations. We believe this structure promotes active participation of the independent directors and strengthens the role of our Board in fulfilling both its oversight responsibility and fiduciary duties to our stockholders, while recognizing our day-to-day management direction by the Chief Executive Officer. Accordingly, we believe this structure has been the best governance model for us and our stockholders to date.

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Dr. Braunlich, an independent director, currently serves as our Chairman of the Board. During 2021, the independent directors met once in conjunction with our regular Board meetings. All of our Board committees are compromised only of independent directors except for our compliance committee, which includes Mr. Lee, our President and Chief Executive Officer. Each committee is chaired by an independent director. Our Board leadership structure is commonly utilized by other public companies in the United States of comparable size and scope. We believe that an independent Chairman and only independent directors serving on our Board committees (other than the compliance committee) provide an effective and balanced leadership structure. With experienced and participating independent directors, we believe we have the proper leadership structure.

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Independence of Directors

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Under the corporate governance standards of the Nasdaq Stock Market LLC (“Nasdaq”), at least a majority of our Board and all of the members of our audit committee, compensation committee, and the nominating and corporate governance committee must meet the test of independence as defined by the listing requirements of Nasdaq. Our Board, in the exercise of its reasonable business judgment, has determined that Mr. Adams, Dr. Braunlich, Mr. Green, Ms. Handler, Mr. Hartmeier, Ms. Marshall and Mr. Shaunnessy (constituting 75% of our current board and 78% if all director nominees are elected at the annual meeting) qualify as independent directors, pursuant to Nasdaq and rules and regulations of the Securities and Exchange Commission (“SEC”). In making the determination of independence, our Board undertook a review of director independence, which includes a review of each director’s responses to questionnaires asking about any relationships with us. This review is designed to identify and evaluate any transactions or relationships between a director or any member of his or her immediate family and us, or members of our management or other members of our Board, and all relevant facts and circumstances regarding any such transactions or relationships. In addition, our Board considered the recommendations of our nominating and corporate governance committee, which also considered whether such directors would be deemed to be “independent”.

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Director Diversity

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The following table presents board level diversity statistics, based on voluntary self-identification of each director nominee standing for election at the annual meeting, as of April 1, 2022. Based on the following diversity statistics, our Board currently satisfies the diversity objectives under Nasdaq Rule 5605(f)(2), and our Board will continue to satisfy the diversity objectives if all director nominees are elected at the annual meeting.

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Meetings

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During 2021, our Board held eight meetings. Each of our directors attended at least 75% of the aggregate of (i) the total number of meetings of the Board that were held during the period in which he or she was a director and (ii) the total number of meetings of all committees on which he or she served that were held during the period in which he or she was a director. We have no specific requirements regarding attendance at the annual meeting of stockholders by our directors. Nevertheless, in 2021, all of our directors at such time attended the virtual annual meeting.

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Board Committees

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Our Board has four standing committees: the audit committee, the compensation committee, the nominating and corporate governance committee, and the compliance committee, each of which operates under a written charter adopted by our Board. A current copy of each of the audit committee, compensation committee, compliance committee, and nominating and corporate governance committee charters is available through the “Investors ⸺ Governance Documents” link on our website, www.fullhouseresorts.com. The following table illustrates the current membership of each of our Board’s committees:

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Audit Committee

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The audit committee is comprised of three members: Ms. Marshall, Mr. Adams and Mr. Hartmeier. Ms. Marshall serves as chair and financial expert on the audit committee. Our Board has determined that Ms. Marshall and Mr. Hartmeier are audit committee financial experts as defined by the rules and regulations of the SEC. Our Board, in its reasonable judgment, has determined that each member of the audit committee is independent, as defined under the applicable Nasdaq listing standards, and meets the enhanced independence standards for audit committee members required by the SEC. The audit committee held five meetings in 2021.

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Among its responsibilities, the audit committee:

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Please refer to the audit committee report, which is set forth below, for a further description of our audit committee’s responsibilities and its recommendations with respect to our audited consolidated financial statements for the year ended December 31, 2021.

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Compensation Committee

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The compensation committee is currently comprised of four members, Mr. Green, Dr. Braunlich, Mr. Hartmeier and Mr. Shaunnessy. Mr. Green serves as chair of the compensation committee. Our Board, in its reasonable judgment, has determined that each member of the compensation committee is independent as defined under the applicable Nasdaq listing standards, Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The compensation committee held four meetings in 2021. The compensation committee is generally responsible for reviewing and making recommendations to our Board regarding all forms of compensation to be provided to our executive officers, directors and, where appropriate, employees.

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Among its responsibilities, the compensation committee:

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Management provides recommendations to the compensation committee on the amount and type of executive compensation (other than that of the recommending executive), as well as individual performance objectives for bonuses and incentive compensation, and the compensation committee reviews and considers these recommendations. In formulating its recommendations to the Board, the compensation committee additionally considers our performance as a whole. The compensation committee determines the achievement of the individual performance objectives, which are based on specific goals consistent with the annual business plan, and recommends individual bonus and incentive compensation amounts to the Board. The compensation committee may delegate its authority to subcommittees or the chair of the committee when it deems appropriate and in our best interest.

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The compensation committee reviews a number of factors when evaluating compensation of executives, including any potential base salary increases. Such factors include, but are not limited to, a periodic review of our peer group within the gaming industry for equivalent positions of companies of similar size and status, external market conditions, and individual factors. Such individual factors include the executive’s experience, tenure, education, job performance, contributions to our operational and financial results, complexity of the executive’s responsibilities and any unique skills or qualities the executive possesses.

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In 2021, the compensation committee authorized AETHOS Consulting Group (“AETHOS”) to provide an independent study and recommendations related to Board compensation, as well as to provide updated peer group recommendations. As a result of such study, cash compensation paid to the Board was increased from $28,000 per year to $50,000 per year, with additional cash compensation provided to the Board’s chairman and each chairperson of the Board’s committees, as disclosed in “Director Compensation” below. Its updated peer group recommendation, reflecting our recent growth and future growth plans, consists of: Accel Entertainment, Bally’s, Century Casinos, Everi Holdings, Golden Entertainment, Inspired Entertainment, Lindblad Expeditions, Monarch Casino and Resort, Playa Hotels & Resorts, PlayAGS, Red Rock Resorts, and Rush Street Interactive.

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Compensation Committee Interlocks and Insider Participation

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During the last fiscal year, Dr. Braunlich, Mr. Green, Mr. Hartmeier, Ms. Marshall and Mr. Shaunnessy served on the compensation committee. None of the members of the compensation committee were at any time during 2021, or at any other time, an officer or employee of our Company, or was formerly an officer of our Company, except for Mr. Shaunnessy, who served as our Executive Vice President and Chief Financial Officer from 1998 to 2004. During 2021, none of our executive officers served as a director of another entity, one of whose executive officers served on the compensation committee, and none of our executive officers served as a member of the compensation committee of another entity, whose executive officers served as a member of our Board. There were no transactions in 2021 between us and any directors who served as compensation committee members for any part of 2021 that would require disclosure by us under SEC rules requiring disclosure of certain relationships and related party transactions.

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Nominating and Corporate Governance Committee

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The nominating and corporate governance committee is currently comprised of three members, Mr. Shaunnessy, Dr. Braunlich, and Mr. Green. Mr. Shaunnessy serves as chair of the nominating and corporate governance committee. The nominating and corporate governance committee held one meeting in 2021.

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The nominating and corporate governance committee is generally responsible for assisting our Board with respect to nominating new directors.

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Among its responsibilities, the nominating and corporate governance committee:

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The nominating and corporate governance committee considers all qualified director candidates regardless of age, race, gender, national origin or religion. The nominating and corporate governance committee seeks to balance the existing skill sets of current Board members with the need for diversity and other appropriate skills and qualities that will complement our strategic vision. All director candidates are evaluated based on general characteristics and specific talents and skills needed to increase the Board’s effectiveness, including such factors as business experience, skills and knowledge with respect to the gaming industry, finance, marketing, and financial reporting. Additionally, all candidates must possess a commitment to high ethical standards and have a demonstrated reputation for integrity. The nominating and corporate governance committee will consider stockholder recommendations for director candidates and will do so in the same manner that it considers all director candidates. Other than as provided by applicable law, there are no specific, minimum qualifications that must be met by a director nominee recommended by a stockholder except that a director must be of full age.

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Under our By-Laws, if a stockholder wishes to submit a nominee for consideration by the nominating and corporate governance committee, the stockholder must deliver or mail notice of the request to the Secretary, in writing, so that it is received not less than 90 days nor more than 120 days prior to the anniversary date of the prior year’s annual meeting of stockholders. However, if the annual meeting is not within 30 days in advance of the anniversary date of the prior year’s annual meeting or not within 70 days after the anniversary date of the prior year’s annual meeting, such notice must be received by the Secretary no later than 10 days following the date of public disclosure of the annual meeting date. The notice must be accompanied by the information concerning the nominee and proposing stockholder described in Article I, Section 12 of our By-Laws including disclosure of: (i) the number of shares of our capital stock owned of record and beneficially by the nominee, (ii) a description of any agreement, arrangement or understanding between a proposing stockholder and any other persons acting in concert, (iii) information we deem appropriate to ascertain the nominee’s suitability to serve on the Board or eligibility to serve as an independent director, and (iv) any other information concerning the nominee required to comply with the proxy rules and regulations. A nomination not made in accordance with the procedures set forth in our By-Laws is void.

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Although the nominating and corporate governance committee’s charter permits the committee to engage a search firm to identify director candidates, we did not pay any third parties a fee to assist in the process of identifying or evaluating director candidates in 2021.

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Compliance Committee

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The compliance committee is comprised of four members: Mr. Adams, Dr. Braunlich, Mr. Lee and Ms. Marshall. Mr. Adams serves as chair of the compliance committee. The compliance committee’s functions include reviewing and making recommendations to the Board regarding compliance with gaming laws and regulations. The compliance committee held five meetings in 2021.

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The compliance committee meets quarterly to review the items determined by the Colorado, Nevada, Indiana and Mississippi gaming control boards to be of sufficient material interest to warrant review by a committee of the Board, as reported by our Compliance Officer and General Counsel.

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Board’s Role in Risk Oversight

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The audit committee is responsible for reviewing and assessing our financial risks, including those that may relate to cybersecurity. The compensation committee is primarily responsible for overseeing the management of risks associated with compensation policies and practice. In addition, the compliance committee is responsible for the oversight and review of all matters of gaming regulatory importance. We believe that these committees provide us with proper risk oversight.

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Prohibition on Short Sales, Derivatives Trading and Pledging and Hedging of Company Securities

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Our insider trading policy prohibits directors, officers, employees, and our consultants and independent contractors (“Insiders”) from engaging in short-term or speculative transactions involving our securities. Specifically, Insiders may not engage in any of the following activities with respect to our securities:

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Code of Conduct and Ethics

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Our Board has adopted a Code of Conduct and Ethics applicable to each of our directors, officers and employees. The full text of the Code of Conduct and Ethics is available through the “Investors - Governance Documents” link on our website, www.fullhouseresorts.com. We intend to provide disclosure of any amendments or waivers of our Code of Conduct and Ethics on our website within four business days following the date of the amendment or waiver.

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Certain Relationships and Related Party Transactions

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Our Code of Conduct and Ethics broadly covers related-party transactions that may involve a conflict of interest. Under our audit committee charter, all related party transactions must be approved by our audit committee. Current SEC rules define transactions with related persons to include any transaction, arrangement or relationship (i) in which the company is a participant, (ii) in which the amount involved exceeds the lesser of $120,000 or one percent of the average of a smaller reporting company’s total assets at year-end for the last two completed fiscal years, and (iii) in which any executive officer, director, director nominee, beneficial owner of more than 5% of our common stock, or any immediate family member of such persons has or will have a direct or indirect material interest. All directors must recuse themselves from any discussion or decision affecting their personal, business or professional interests. The Company did not have any related party transactions in 2020 or 2021.

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Director Compensation

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Each non-employee director’s compensation in 2021 consisted of: (1) cash compensation, paid quarterly in arrears (pro-rated for directors that served for less than the full year), and (2) a grant of common stock in a number of shares equal to approximately $50,000 on the date of grant. The amount of the cash compensation was increased from $28,000 per year to $50,000 per year, effective as of May 19, 2021. The Chairman of the Board also receives additional annual cash compensation of $20,000, paid quarterly in arrears, and the Chair of each of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Compliance Committee receives additional annual cash compensation of $12,000, $12,000, $10,000 and $10,000, respectively, paid quarterly in arrears. The table below summarizes the compensation paid by us to our non-employee directors for services rendered for 2021. Mr. Lee and Mr. Fanger, who are employed by us, do not receive additional compensation for serving as directors.

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INFORMATION CONCERNING EXECUTIVE OFFICERS

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The following table sets forth certain information with respect to our current executive officers and lists their current titles. Summaries of the background and experience of Ms. Guidroz and Mr. Ferrucci are set forth in the paragraphs following the table. The background and experience of Mr. Lee and Mr. Fanger are described above in the section titled “Proposal One: Election of Directors.” Our executive officers serve at the discretion of the Board.

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Elaine L. Guidroz was appointed as our Compliance Officer in November 2012 and as our Secretary in December 2012. She has served as our General Counsel since January 2013. Prior to serving as General Counsel, Ms. Guidroz served as Associate General Counsel since February 2012. Ms. Guidroz began her gaming career in 2004 where she served as In-House Counsel to Grand Victoria Casino & Resort, owned and managed by Hyatt Gaming Management, Inc. From 2006 through 2011, Ms. Guidroz served as General Counsel and Compliance Officer to Grand Victoria Casino & Resort. Prior to joining Grand Victoria, Ms. Guidroz was in private practice in Indianapolis, Indiana, where she focused primarily on insurance defense matters. Ms. Guidroz received her Doctor of Jurisprudence (J.D.), magna cum laude, from Indiana University’s McKinney School of Law. Ms. Guidroz also holds a Masters of Business Administration from Xavier University’s Williams College of Business, and a Bachelor of Arts from the University of North Carolina-Chapel Hill. Ms. Guidroz is admitted to practice law in the states of Indiana and Kentucky.

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John Ferrucci was appointed as our Senior Vice President and Chief Operating Officer in February 2022. Mr. Ferrucci also serves as the General Manager of Silver Slipper Casino Hotel, a position he has held since its opening in 2006. Mr. Ferrucci began his career at Harrah’s Atlantic City as a table games dealer, working his way up to a casino credit executive. He subsequently served as casino manager for Lucayan Beach Resort and Casino in the Bahamas before moving to Mississippi, where he opened both the Grand Casino in Gulfport and the Grand Casino in Biloxi. In 1996, Mr. Ferrucci became the general manager of the New Palace Casino in Biloxi before returning to the Northeast to help develop and open a Native American casino. In 2000, Mr. Ferrucci became Vice President and General Manager of Casino Magic Biloxi, which was the first casino hotel in Mississippi to receive the AAA Four-Diamond Service Award. In 2004, Mr. Ferrucci joined the development team for the Company’s Silver Slipper property, where he worked with architects, engineers and designers to help develop and open the property, including the subsequent addition of a 129-guestroom hotel in 2015. Mr. Ferrucci is a graduate of Trenton State College in New Jersey, where he received his Bachelor of Science degree in marketing and a Master of Education degree.

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EXECUTIVE COMPENSATION

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We are constantly seeking to improve our policies and practices. We regularly meet with our shareholders, seeking their input on a broad variety of topics, including executive compensation. While we did not receive any negative feedback regarding executive compensation as a result of those outreach efforts in 2021, we nonetheless continue to seek ways to improve our compensation program. For example, in 2021, we adopted stock ownership guidelines for our Board and management team. Items of note include:

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We made several improvements to our company’s balance sheet and operations in 2021 and early 2022, including:

¹ For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to operating income and net income, please see Annex 1 in this proxy statement or our Annual Report on Form 10-K for the year ended December 31, 2021.

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Stock Ownership Guidelines

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We believe that ownership in the Company by our executive management team, including our named executive officers, is an important tool to align the interests of our management team with the long-term best interests of our stockholders. Accordingly, in March 2021, the Board approved stock ownership guidelines for our management team and our Board, as detailed in the table below:

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For purposes of determining a participant’s stock ownership level, the following items are included in the calculation of beneficial ownership: shares purchased on the open market or in private transactions; shares that are derived from vested equity awards, including vested restricted stock, stock-settled restricted stock units (RSUs), and exercised stock options; vested shares held in a 401(k) plan or other similar plan; and vested, but unexercised, stock options that are “in-the-money,” where the fair market value of a share of the company’s stock exceeds the exercise or strike price of the option.

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As we recently adopted these new guidelines, we have given management and directors a period of three years to meet their minimum stock ownership levels. Newly-appointed directors and management members will have a five-year period from their date of joining the Company to meet their minimum stock ownership levels. As of the record date, all of our Named Executive Officers except Mr. Ferrucci, who was appointed our Chief Operating Officer in February 2022, and all directors of our Board exceed the minimum stock ownership guidelines.

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Annual Incentive Plan

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Our compensation committee adopted the Full House Resorts, Inc. Annual Incentive Plan for Executives (the “Annual Incentive Plan”), effective as of January 1, 2017. The Annual Incentive Plan is a short-term incentive plan designed to reward our executives for achieving pre-established corporate performance goals during a given performance period. The purpose of the Annual Incentive Plan is to provide an incentive for superior performance, to motivate participating executives toward the highest levels of achievement and business results, to tie management’s goals and interests with our stockholders’ goals, and to enable us to attract and retain highly qualified executives. Any bonus awards under the Annual Incentive Plan are payable in cash or common stock (or any combination of cash or common stock), and any portion of such bonus award payable in the form of our common stock will be subject to the terms and conditions (including the applicable share limitations) of our 2015 Plan, or any other plan adopted by us pursuant to which shares of common stock may be granted.

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Participation in the Annual Incentive Plan includes our named executive officers (our Chief Executive Officer, Chief Financial Officer and General Counsel), as well as any other individuals as determined by the compensation committee in its discretion.

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Annual Incentive Awards

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For 2021, the Compensation Committee approved two performance metrics for evaluating annual incentive bonus payouts under the Annual Incentive Plan: Adjusted EBITDA and individual qualitative goals. The total annual incentive bonus payout for those two metrics could not exceed, as a percentage of base salary: 175% for Mr. Lee, 125% for Mr. Fanger and 100% for Ms. Guidroz.

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Goal 1: Adjusted EBITDA.  The criteria for Adjusted EBITDA in 2021 were:

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Award payouts, as a percentage of base salary, for meeting Adjusted EBITDA goals were:

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As previously noted, Adjusted EBITDA in 2021 was $47.2 million, a 140.2% increase from $19.7 million in 2020 and a 196.2% improvement from $15.9 million in 2019. These operating results reflect capital investments in our properties over recent years, as well as numerous operational improvements enacted throughout our company. As 2021 Adjusted EBITDA exceeded the maximum level, in March 2022, the Compensation Committee approved maximum payout levels to our named executive officers, with Mr. Lee receiving a cash bonus of $962,500, Mr. Fanger receiving a cash bonus of $406,250, and Ms. Guidroz receiving a cash bonus of $250,000.

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Goal 2: Individual Qualitative Goals.  As each named executive officer reached their maximum bonus opportunities through the achievement of Maximum Adjusted EBITDA, the achievement of individual qualitative goals did not increase the total incentive bonus payout due to each individual.  Performance levels, as a percentage of base salary, for individual qualitative goals were:

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Milestone Bonuses.  Upon the successful completion of the 2028 Notes offering in February 2021, Mr. Fanger and Ms. Guidroz received a cash bonus of $100,000 and $75,000, respectively. In addition to refinancing our existing debt at such time, proceeds from the 2028 Notes offering were used to fully redeem all of our outstanding warrants, thus simplifying our capital structure, and to fund the construction of Chamonix Casino Hotel, our luxury casino and hotel project in Cripple Creek, Colorado.

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Additionally, Mr. Fanger and Ms. Guidroz received a cash bonus of $100,000 and $75,000, respectively, in March 2022. Such bonus was due to the successful issuance of the Additional Notes in February 2022, which enabled construction of The Temporary in Waukegan, Illinois.

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Independent Compensation Study

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An independent compensation study authorized by our compensation committee in 2019 found that the base salaries of our CEO, CFO and General Counsel were below the market 25th percentile, between the median and the 75th percentile, and below the 25th percentile, respectively. Regarding total direct compensation, the 2019 study noted that such amounts for the CEO, CFO and General Counsel were all at or below the market 25th percentile.

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In 2020, the Compensation Committee authorized AETHOS to perform an independent compensation study for our President and Chief Executive Officer. The compensation study utilized a peer group consisting of: Ark Restaurants, Canterbury Park Holding, Century Casinos, Galaxy Gaming, Golden Entertainment, Inspired Entertainment, Monarch Casino and Resort, Red Lion Hotels, The ONE Group Hospitality, and Twin River Worldwide Holdings, which was recently renamed Bally’s. Using compensation figures from 2019, the study noted that the base salary of our Chief Executive Officer was below the market 25th percentile, total cash compensation was below the 25th percentile, and total direct compensation was below the market 25th percentile.

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In 2021, AETHOS provided recommended updates to the Company’s compensation peer group, reflecting our recent growth and future growth plans. The updated peer group consists of: Accel Entertainment, Bally’s, Century Casinos, Everi Holdings, Golden Entertainment, Inspired Entertainment, Lindblad Expeditions, Monarch Casino and Resort, Playa Hotels & Resorts, PlayAGS, Red Rock Resorts, and Rush Street Interactive. An independent compensation study for our named executive officers has not yet been performed using this updated peer group.

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Equity Awards

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AETHOS also provided recommendations for compensation programs to the Compensation Committee. Among such recommendations was an increase in the usage of “at-risk” compensation for the Company’s officers. As a result, the Company began issuing performance-based shares in 2021, including:

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The Compensation Committee has historically also issued stock option awards, as it believes that a significant component of the compensation paid to our executives over the long-term should be equity-based compensation. It also believes that stock price appreciation and stock ownership in our Company are valuable incentives to our executives. Accordingly, our executives are granted equity awards to align their interests with those of our stockholders and to encourage them to manage our Company in our best long-term interests. The Company endeavors to make annual equity awards to its management team. Recent stock option awards to our executive officers include:

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SUMMARY COMPENSATION TABLE

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The following table summarizes the “total compensation” of: (i) our Chief Executive Officer, and (ii) our two most highly compensated executive officers that served in such capacities at the end of 2021.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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The following table provides information regarding outstanding equity award grants held at December 31, 2021 by each named executive officer.

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