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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, 2023

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Dear Fellow Shareholders:

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We had a busy year.  We built and opened a temporary casino in Illinois in less than nine months.  We continued construction of a major casino hotel in Colorado, set to open later this year.  We did two add-on bond transactions under our principal debt agreement to fund our growth.  We expanded our online sportsbook business.  Meanwhile, our existing properties did well, with two key properties achieving some of their best results in many years.

We anticipate that each of our new properties is likely to earn more than our entire company earned previously.  Our company is shifting from a low-profile microcap company to a respected regional casino owner and operator.  We’re focused on our long-term goal: generating industry-leading shareholder returns.

The Growth Opportunities

In common with other real estate, our casinos typically generate value three ways:

Casinos are readily leveraged, so the returns on the equity investment can be large.  There are also significant barriers to entry in most casino markets.  Finally, of course, the gradual legalization of casino gaming over the past 45 years has created significant growth opportunities.

Structure matters.  Many casino companies have sold much or all of their real estate, keeping management contracts or leases wherein they continue to operate the properties on behalf of third-party owners.  This often makes it more complex to operate the properties, leaves the operator with the junior portion of the cash flow, and could limit the potential to develop new properties, as much of the cash flow is irreversibly diverted towards dividends to the property owners instead of being potentially reinvested in development of new properties.  If new casinos can be developed at high equity returns, then shareholders could lose out on some or all of that opportunity.

We own most of our casinos.  The only exception is the Grand Lodge Casino at the Hyatt Lake Tahoe, which is a relatively small part of our company.  We have some land leases underlying a few of our properties, but we have options to buy out each lease at a stated price and subject to certain conditions.  Such leases are a form of financing, rather than a strategic move to pay dividends through a REIT structure instead of developing new businesses.

We also see lots of opportunities to reinvest cash flows at high returns on behalf of shareholders.  We can do so because we are a relatively small company that has identified large growth opportunities.

Finally, if our properties increase in value due to inflation or otherwise, that increase accrues to our shareholders, rather than to a third-party real estate owner.

We could potentially opt to convert to a different structure at some future date.  Optionality, however, has value, and the retention of our real estate today helps us maintain that flexibility.

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Liquidity

At a time when the Federal Reserve is raising interest rates to fight inflation and amid the recent banking crisis, many investors are focused on liquidity.  Capital markets tend to ebb and flow, with windows opening and closing and the cost of raising new capital adjusting accordingly.  

Fortunately, we have excellent liquidity.  We raised all the money to complete Chamonix in Colorado and The Temporary in Illinois in 2021 and 2022, before the current capital crunch.  We recently did a small add-on bond issue, privately placed with a significant bondholder, to further ensure that our current liquidity covers our near- and mid-term needs.  

Following a $50 million upfront gaming tax payment required in Illinois, we currently have approximately $136 million of cash and equivalents.  Of this, approximately $15 million is utilized in operations and $93 million is in a restricted account to fund the completion of Chamonix’s construction.  Approximately $28 million is unrestricted and otherwise not needed in operations.  Note that our bond indenture requires a third-party construction expert to certify each month that the restricted fund has sufficient funds to complete the key elements of the project.  The project is largely “bought out” at this point; if additional money must be used for completion, we expect that the amounts should be relatively minor.

Our existing operations, before The Temporary and Chamonix, generate enough cash flow to largely cover the interest expense on our debt, including the debt funding construction of the new properties.  The Temporary is now open, with only one restaurant left to finish.  Almost all its bills related to opening have been paid.  While operations are still ramping up, we expect it to quickly become profitable and produce cash flows that can be used elsewhere.  When construction is completed on Chamonix later this year, we believe our company will become a significant generator of free cash flow.

We plan to build the permanent American Place to replace The Temporary at the same site.  Accordingly, we put The Temporary in a relatively inexpensive “sprung structure,” with offices in leased construction trailers and kitchens in leased shipping containers.  We have food and beverage kiosks operating out of Airstream trailers and a steakhouse soon to arrive that is actually a 175-seat diner, all of which can be relocated or sold when the permanent facility opens.  The surface parking and site work for The Temporary is much of the same that will be used by the permanent American Place.  The largest single cost of building The Temporary, apart from the upfront gaming taxes, was the investment of $16 million in slot machines, all of which can be relocated into American Place.  

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It is important for us to complete the permanent casino within three years of the February 2023 opening of The Temporary.  Illinois law allows temporary casinos to operate for two years and gives the Illinois Gaming Board the discretion to permit a third year, if necessary, to accommodate construction of a permanent casino. We believe the third year will be necessary to build American Place at the scale and quality previously approved by the Illinois Gaming Board.  We intend to seek approval for that third year shortly.  Such approval will allow us to shift our employees and customers seamlessly from The Temporary to American Place.

We expect the working designs for American Place to take six to 12 months to complete. We can readily fund design fees and initial construction with our existing resources.  Within a year or two, we intend to arrange the permanent financing to complete American Place.    

We have many alternatives to fund this, including:

Chicagoland

Our project near Chicago reflects our development philosophy.

Chicagoland is a big place.  It’s somewhat of a mix of New York and Los Angeles, the other two of our country’s three largest cities.  Like New York, it has a densely populated urban area, with the urban core being second only to Manhattan for urban population and density.  But like Los Angeles, Chicago also has sprawling suburbs that reach many miles from the heart of the city and have significantly more residents than the downtown area.  Many of those suburban residents seldom travel downtown.

We believe this is an underserved market.  The approximately 10 million people in the region gamble quite a bit less per capita than residents in other cities with casinos.  We think that’s because of the limitations and quality of existing properties.

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In addition, there was a notable “hole” in the development of casinos around Chicago.  There was no casino for an 80-mile stretch of suburban sprawl from the highly successful Rivers Casino near O’Hare International Airport to the Potawatomi tribal casino near downtown Milwaukee.

Just south of the center of this 80-mile stretch is Lake County, Illinois, with some 700,000 people.  Home of Lake Forest, Lake Bluff and Libertyville, it is one of the wealthiest counties per capita in both Illinois and the U.S.  The county seat is Waukegan, which for many years has been seeking jobs, tax revenues, and development to replace the old industrial businesses that once lined its lakefront.  Our Waukegan casino site is ideally located in the heart of Lake County, between the area’s two major highways and accessible to the county’s wealthier townships as well as to Waukegan.  

The Temporary has now been open for just over six weeks.  In its first 45 full days of operations, it has generated $10.9 million of casino revenues.  That’s a run rate of approximately $90 million per year.  In 2022, our entire company’s gaming revenues from our five other casinos were $114 million.  

The gaming commission has not yet approved us to operate 24 hours a day, so we are currently open from 8 a.m. to 4 a.m.  As our cage operations improve in efficiency and accuracy, we expect to move to 24-hour operations.  The gaming commission recently permitted us to open our table games earlier in the day, beginning at 10 a.m. versus 2 p.m., and operating until 2 a.m.  We were also recently approved to increase our gaming limits from $1,000 per wager to $2,000.  As we continue to hire and train more dealers, we will expand from 28 tables currently in operation to the 50 games that we are planning to operate, with extended hours of operations.

In the food and beverage area, we recently opened our second restaurant, a fusion of Mexican and Asian cuisines.  In May, we expect to open our third restaurant, a high-end dinner venue.

Our customers to date are primarily from Lake County, with very few customers from Downtown Chicago.  Most of our revenue seems to be coming from increased gaming by regional residents taking advantage of a casino now conveniently located near their homes.  Therefore, when the casino opens eventually in Downtown Chicago, we think it will have very little effect on our operations in Waukegan.  

Our permanent American Place will be significantly larger and offer far more amenities than The Temporary.  Naturally, we expect that it will produce significantly higher revenues and income.

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Colorado

Colorado has a population of approximately 5.8 million, roughly half that of Chicagoland and nearly double that of Nevada.  Over 85% of that population lives in the Rocky Mountain “Front Range.”  We acquired a small casino in Cripple Creek, Colorado in 2016, which has a prominent location and controlled adjoining land.  Cripple Creek is the closest gaming jurisdiction to the Southern Front Range, principally Colorado Springs, while Black Hawk is the principal gaming destination for the Northern Front Range, principally Denver.  We now own, or lease with the right to purchase, the better part of three city blocks in the center of Cripple Creek.  

Cripple Creek is a historical town with strict development restrictions.  We designed a major casino that is intended to fit into the district, with brickwork on the lower floors and hotel towers largely hidden from street view by the historical buildings.  

We began construction in earnest in early 2021 as the country was still recovering from the pandemic.  We overcame supply-chain issues, construction employment challenges, tariffs on goods that historically were often imported, and other issues.  

In many respects, the project is largely done.  While it won’t open for several more months, the outside structure is largely complete, cranes have been removed, and guest rooms are being outfitted.  The furniture has been specified and purchased, and is generally either on site or being built and shipped.  

We still have a lot of interior finishing work to complete.  We need to hire and train hundreds of new employees.  We also need to tell the world, and Denver and Colorado Springs in particular, that a high-quality casino is opening in Cripple Creek.  

Once finished, however, we expect to generate high returns at this property for many years, like the casinos built in recent years in Black Hawk and other places that were previously underserved.  It has been difficult to put together an appropriate site, to design to fit within the goals and restrictions of this historic place, and to build a large project in such a remote location.  Now that much of this is behind us, we also know that it would be difficult for a competitor to build something comparable in scope and quality.

Our Other Properties  

In 2022, our Silver Slipper property in Waveland, Mississippi had the second-best year in its 16 years of operation.  It fell short only from the 2021 results, mostly because of the absence of the government stimulus checks issued in the prior-year period. It was also affected by increases in certain costs, notably insurance in this hurricane-prone area, and competition for its small sportsbook operation from online sportsbooks in nearby Louisiana that began operating in January 2022.

We recently received an important approval from the Army Corps of Engineers that would permit us to create additional surface parking in our wetlands-dominated location, as well as to build a potential new guest room tower out over the Gulf of Mexico.  We are a bit busy building Chamonix and preparing to build American Place, so this option is some distance down the road.  Receipt of those approvals, however, increases the value of the property and extends our potential growth still further into the future.  

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Our Rising Star property near Cincinnati was similarly affected in 2022 by the absence of stimulus checks, as well as the opening of a competitor in Northern Kentucky in September 2022.  Nevertheless, it too achieved its second-best level of profitability in recent years.  

Our Northern Nevada operations had an increase in revenues and flat profits.  The results reflected the Lake Tahoe region’s continued tourism recovery from the pandemic restrictions.  We recently extended the lease that allows us to operate the Grand Lodge Casino, which is one of the two casinos in this segment.  The lease has always been a relatively short-term lease and has been extended in increments several times before.

Our Bronco Billy’s casino in Cripple Creek was severely affected by construction, both of neighboring Chamonix and refurbishments within Bronco Billy’s itself.  Unlike previous years, it had no on-site parking, no on-site lodging, significantly less gaming capacity, and fewer restaurant offerings in 2022.  As a result, Bronco Billy’s was not profitable during the year.  This should change in the coming year as the Bronco Billy’s refurbishments are completed and the much larger Chamonix casino opens.  Chamonix will offer significant on-site parking and hotel accommodations, which should also benefit Bronco Billy’s.  

Our contracted sportsbook wagering segment continued to evolve and be a significant profit contributor.  We are allowed to operate three websites, or “skins,” in each of Indiana and Colorado.  We have chosen to allow others to operate those sites under our licenses, whereby we received upfront “market access fees” and will receive a percentage of their revenues, subject to certain minimums.  Early in 2022, all six skins were in operation.  In May 2022, the company that operated under two of those skins abandoned its operations, foregoing the unamortized portion of the market access fees.  In December 2022, we entered into a replacement arrangement with a different company for one of those two skins, and we continue to evaluate the opportunities for the other skin.  Meanwhile, in May 2022, we entered into an agreement for the one Internet sportsbook license that we are entitled to operate in Illinois.  Because Illinois has a larger population with far fewer sportsbook licenses than either Colorado or Indiana, we believe this is a more valuable license.  When it begins operations later this year, the minimum payments under the Illinois agreement will approximately equal the minimum payments of all five of our other agreements combined.

I would like to thank our investors, lenders, regulators, employees and customers for their continued support.  We will continue to work hard on everyone’s 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  for the year ended December 31, 2022 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; our expected construction budgets, estimated costs, estimated commencement and completion dates, expected amenities, and our expected operational performance for Chamonix and American Place; our expectations regarding approval by the Illinois Gaming Board to operate The Temporary for a third year during construction of American Place; our expectations regarding our ability to operate The Temporary 24 hours a day; 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 from such contracts and the expected timing for the launch of our Illinois skin; adequacy of our financial resources to fund operating requirements and planned capital expenditures and development costs and to meet our debt and contractual obligations; our expectations regarding the arrangement of permanent financing to complete American Place; 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; 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, 2023

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This year’s meeting will be held virtually at 10:00 a.m., Pacific Time, on May 18, 2023, 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 23, 2023 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 2022 Annual Report on Form 10-K, are first being mailed to stockholders on or about April 14, 2023.

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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 2023 Annual Meeting of Stockholders to be held virtually at 10:00 a.m., Pacific Time, on May 18, 2023, 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 18, 2023

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This proxy statement, form of proxy and our 2022 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. 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/FLL2023. 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/FLL2023. 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/FLL2023.

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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 23, 2023, 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/FLL2023, 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, 34,411,616 shares of our common stock were outstanding and held by approximately 72 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 2022 Annual Report on Form 10-K, 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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In February 2023, we opened the first phase of our American Place development, a temporary casino aptly named The Temporary. Some items of note regarding The Temporary’s construction include:

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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, including the future launch of a dedicated ESG section on our corporate website. 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 nine directors. 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 2022, 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 78% of our current board) 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, 2023. 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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Board Retirement Policy

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The Board of Directors recently formalized and adopted a Board retirement policy. Under such policy, a director is generally required to retire at the first Annual Stockholder Meeting following his or her 75th birthday. As Mr. Adams is a long-standing Board member with significant gaming experience and expertise, the Board elected to waive this requirement for Mr. Adams until the 2024 Annual Stockholder Meeting.

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Meetings

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During 2022, our Board held six 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 2022, 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 currently comprised of three members: Mr. Shaunnessy, Ms. Marshall and Mr. Adams. Mr. Shaunnessy serves as chair of the audit committee. Our Board has determined that Ms. Marshall and Mr. Shaunnessy 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 2022.

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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, 2022.

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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 three meetings in 2022. 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 2022, the compensation committee engaged AETHOS Consulting Group (“AETHOS”) to provide compensation-related recommendations for our executives, as well as to consider any updates to our peer group. Our peer group did not change in 2022. Reflecting our recent growth and future growth plans, our peer group continued to consist 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 and Mr. Shaunnessy served on the compensation committee. None of the members of the compensation committee were at any time during 2022, 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. No interlocking relationship existed at any time during 2022 between our Board or our compensation committee and the board of directors or compensation committee of any other company. There were no transactions in 2022 between us and any directors who served as compensation committee members for any part of 2022 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 four members, Mr. Hartmeier, Dr. Braunlich, Mr. Green, and Ms. Handler. Mr. Hartmeier serves as chair of the nominating and corporate governance committee. The nominating and corporate governance committee held three meetings in 2022.

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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 2022.

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Compliance Committee

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The compliance committee is comprised of five members: Mr. Adams, Dr. Braunlich, Mr. Lee, Ms. Marshall, and Ms. Handler. 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 six meetings in 2022.

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The compliance committee meets quarterly to review the items determined by the Illinois, 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 2021 or 2022.

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Director Compensation

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Each non-employee director’s compensation in 2022 consisted of: (1) cash compensation of $50,000, 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 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 (in addition to the outgoing Chair of the Audit Committee, to assist with the transition), 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 2022. 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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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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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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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 2022, 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 2022 and early 2023, including:

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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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Upon the adoption of these new guidelines, management and directors were given 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 and all directors of our Board exceeded the minimum stock ownership guidelines except Mr. Ferrucci, who was appointed our Chief Operating Officer in February 2022, and Ms. Handler, who joined our Board in May 2022.

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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 Chief Operating Officer), 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 2022, 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 Mr. Ferrucci.

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Goal 1: Adjusted EBITDA.  The criteria for Adjusted EBITDA in 2022 were:

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

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Adjusted EBITDA in 2022 was $32.1 million, a 31.9% decrease from $47.2 million in 2021. These operating results primarily reflect our guests receiving stimulus checks during the 2021 period, but not during 2022, and temporary construction-related disruption at Bronco Billy’s. As 2022 Adjusted EBITDA did not exceed the threshold level, the Compensation Committee did not approve the payout of any bonus amounts to our named executive officers related to this metric.

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Goal 2: Individual Qualitative Goals.  During 2022, we made significant progress in our efforts to advance our growth strategies. These included our continued focus on overall liquidity; the development and recent opening of The Temporary; the continued construction of Chamonix; and the expanded equity research coverage of our stock. In recognition of these efforts, in April 2023, the Compensation Committee approved maximum payout levels for this metric for Messrs. Lee, Fanger and Ferrucci. Performance levels, as a percentage of base salary, for individual qualitative goals were:

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Milestone Bonuses.  Mr. Fanger received a cash bonus of $100,000 in March 2022. Such bonus was due to the successful issuance of additional senior secured notes in February 2022, which enabled the construction and opening of The Temporary in Waukegan, Illinois.

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Independent Compensation Study

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In 2021, AETHOS provided recommended updates to our compensation peer group, reflecting our recent growth and future growth plans. The updated peer group consisted 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. We maintained this peer group in 2022.

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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 our officers. As a result, we began issuing performance-based shares in 2021. Recent performance-based awards include:

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In April 2023, the Compensation Committee approved the satisfaction of performance criteria related to our operations in 2022. Such performance measures involved multi-year growth rates for EBITDA and free cash flow per share. As a result, a total of 75,796 shares either vested, or will vest, on the anniversary date of their grant. This total includes 31,785 performance shares previously granted to Mr. Lee, 16,033 performance shares previously granted to Mr. Fanger, and 1,911 performance shares previously granted to Mr. Ferrucci.

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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 us 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 us in our best long-term interests. We endeavor to make annual equity awards to its management team. Recent stock option awards 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 2022.

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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, 2022 by each named executive officer.

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