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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 4, 2024

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Dear Fellow Shareholders:

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Time flies.

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Our current management team joined this company approximately nine years ago. We think about this company every day and try hard to make more good decisions than bad ones. Over time, we’ve built a very good company, with further prospects for improvement ahead.

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Ten years ago, before the new management team arrived, Full House had four properties. Total Adjusted EBITDA in 2014 was $10.5 million. It was in technical default on its bank agreement. A hotel tower being built at the Silver Slipper in Mississippi was stalled, over budget, and behind schedule. The stock was under $1 per share.

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Today, we have seven casinos. Total Adjusted EBITDA in 2023 was $48.6 million, with our two newest casinos continuing to ramp up. We are in comfortable compliance with all our debt covenants.

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The stock price ended 2023 at approximately $5 per share, a five-fold increase from where it was 10 years ago. It actually peaked about two years ago at over $12 per share, at a time when many gaming stocks enjoyed a nice surge. Given what we have in the pipeline, we believe the decrease in our stock price from that high was unwarranted. Even so, our stock has generally outperformed other gaming stocks over a 5- and 10-year time frame. We believe that will continue to be the case, as our recent and prospective expansions mature.

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2023

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We opened two new casinos in 2023, a major feat for a small company. In February, we opened American Place, midway between Chicago and Milwaukee. Despite being housed in a temporary structure, American Place has quickly become one of Illinois’s higher-grossing casinos. We built and opened it only 14 months after being chosen by the Illinois Gaming Board to develop the only casino in this demographically rich area.

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Then, on December 27, we opened the Chamonix Casino Hotel in Cripple Creek, Colorado. Cripple Creek is less than one hour from Colorado Springs and approximately two hours from Denver. We believe Chamonix offers the most luxurious gaming experience in the Rocky Mountain Front Range.

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Construction of Chamonix affected operations at our neighboring Bronco Billy’s casino, which we acquired in 2016. The Silver Slipper in Mississippi had the third-best year in its 17-year history. Rising Star did well despite competition from a new competitor in Northern Kentucky. Finally, our two small casinos in Northern Nevada declined somewhat due to the late return of seasonal residents near our Lake Tahoe casino.

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Chamonix

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Colorado legalized casino gaming in 1990 to support two historic gold mining locales that were quickly becoming ghost towns. One of those areas, the twin towns of Black Hawk and Central City, is about an hour west of Denver. The other is Cripple Creek, which is just under an hour west of Colorado Springs. The Denver MSA has approximately 4 million people, while the Colorado Springs/Pueblo/Cañon City MSA has approximately 1 million people. Together, they form the Colorado Front Range, which is one of the faster-growing areas of the country.

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At first, Colorado gaming was limited to $5 maximum bets, with further limits on the games that could be offered and the hours of operation. Over time, these limitations were loosened, with the limits on the size of bets being eliminated in 2021.

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We acquired the small Bronco Billy’s casino in Cripple Creek in 2016. It had a good location at the center of town, with large surface parking lots behind and adjoining it. Over several years, we acquired additional land and sought the City’s approval to close two public streets, making a significant, contiguous site for development. We then carefully designed the Chamonix Casino Hotel, being cognizant of the historic nature of our location and blending new buildings with historic buildings that we are required to maintain.

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Chamonix has a modern, luxurious, single-level casino that connects to the historic adjoining Bronco Billy’s casino.

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A set of escalators connects the casino to our spacious meeting facilities, including a large ballroom that can seat approximately 350 people for dinner or 530 people for an entertainment event. On that same level is our full-service spa and salon. The spa offers steam rooms, saunas, and an outdoor pool and terrace overlooking Bennett Avenue, the Arkansas River valley and the Sangre de Cristo mountains. The spa connects to the second floor of an adjoining historic saloon building, which accommodates the property’s seven massage treatment rooms.

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At the front of the property is 980 Prime, Chamonix’s high-end restaurant. Overseen by famed Las Vegas chef Barry Dakake, 980 Prime aims to be one of the leading culinary experiences in the entire Rocky Mountain region.

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Above all this, Chamonix features 300 guestrooms and suites, most of which have stunning views of the mountains and the historic town. We believe they are amongst the finest guestrooms and suites in Colorado and perhaps the finest offered by any regional casino. We also invested in two passenger elevator banks, plus two service elevators, so that guests do not have to share elevators with bellmen and room service carts and no guestroom is more than a few steps from the casino.

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To replace the surface parking lots now occupied by Chamonix, we added a convenient parking garage with elevators that lead directly to the casino floor. We continue to have substantial surface parking, as well as complimentary valet parking.

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All of this was rather complicated to build after a pandemic and in a small town at 10,000 feet above sea level, on the back side of Pikes Peak… at a time when the unemployment rate in El Paso County (i.e., Colorado Springs) has been at historically low levels. We worked through supply-chain issues and worked hard to find a stable, capable construction workforce. The good news is that we found good artisans and trade personnel. The bad news is that we didn’t have large numbers of them. So we opted to open in stages, which allowed us to focus the tradespeople on the casino and meeting room space, then the hotel. We opened on December 27 with the entire casino, a temporary restaurant, and 120 of our 300 guestrooms.

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We now have all 300 guestrooms available and plan to open 980 Prime shortly. At that point, we will focus on completing the spa, the jewelry store, and a unique bar we have in the casino. Later this summer, we plan to finish the project with our Italian restaurant, the lights and curbing of our parking lots, and completion of our employee dining room and other back-of-house spaces.

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Chamonix’s hotel is already full or nearly full on most weekends. We are now focused on improving midweek occupancy, as well as our day-trip business. Construction is still ongoing; midweek, we may have a couple of hundred people in hard hats working on the property. It also takes time to introduce a new venue to the 5 million people in the Front Range. Most live one to two hours away from us. Many may have visited Cripple Creek in the past, when it had small, lowbrow casinos.

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We have a large database, thanks to the 32-year history of Bronco Billy’s. Even with that database, it will take some time for people to realize that our claims of being the best casino in the Rocky Mountain region are backed by a truly superior property and an eager, friendly staff.

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We believe that as Chamonix matures, it will become a strong asset for our company for many years. The gaming tax rates of Colorado are lower than most regional, non-tribal gaming destinations, an offset to the fact that casinos are only allowed in these remote mountain communities. There are plans for some of the other existing casinos to renovate their properties and perhaps add guestrooms. We hope that happens, as we believe it would be a positive for both Cripple Creek and Chamonix. Chamonix, however, is likely to be the leader in size, location, and quality for many years to come.

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American Place

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American Place is quite different. Chamonix has relatively few people living within a half-hour drive, then over 1 million people living within a two-hour drive. American Place has approximately 1 million people living within a 30-minute drive, but well-established competing casinos that are 45 minutes to an hour away. Customers at Chamonix want the hotel, spa, and other amenities, making it worth the modest drive. Chamonix offers a mini version of the Las Vegas Strip experience, with views of the Rocky Mountains, amidst a genuinely historic town…a Rocky Mountain equivalent to Virginia’s Colonial Williamsburg.

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The American Place location is more akin to a locals’ casino in Las Vegas, such as Red Rock Casino, Green Valley Ranch, or the new Durango Casino. It offers a convenient place to gamble to a large number of people. It does not draw very many people from downtown Chicago or downtown Milwaukee; they have their own casinos that are reasonable in quality and more convenient. Our customers are primarily the 709,000 people who live in Lake County and the 300,000 people who live just past the county lines.

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A limited number of casinos were approved in Illinois many years ago, with the first ones opening in 1991. In 2019, the state legislature approved several new locations for casinos, one of which was the Lake Michigan port city of Waukegan. We were then chosen for this opportunity in December 2021, pursuant to a competitive process outlined in the law, involving the City of Waukegan and the Illinois Gaming Board (IGB).

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The legislation permitted construction of a temporary casino, creating jobs and tax revenues sooner as well as generating profits that can help fund the permanent structure. Soon after being chosen, we bought 10 acres of land that improved the size of and access to the City-owned casino site, then negotiated a long-term lease with a purchase option for the main parcel. We moved quickly to build storm sewers, bring in utilities, install fencing, and build surface parking lots and roadways that would be used for both the temporary and permanent casinos. We chose to put our temporary casino in a “sprung structure” at one end of the site, leaving the other end for construction of the permanent casino. The sprung structure itself was quickly erected, but then we had to build bathrooms, a cage, surveillance offices and other structures within the sprung structure, as well as installing heating, air conditioning, sprinkler systems, lighting, emergency power, surveillance cameras, and a foundation and raised floor, allowing for the substantial cabling needed for its 937 slot machines.

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We leased two kitchens, designed to be temporary and mobile, which arrived in large shipping containers. We also leased office space, similar to that commonly used for large construction projects. To provide coffee and quick bites on the casino floor, we bought two classic Airstream trailers that were converted to food truck-style outlets and placed them on the casino floor. For our high-end restaurant, which opened recently, we contracted with a diner company to build a modular restaurant with the finishes of a steakhouse. The diner and Airstream trailers can be repurposed after the life of the temporary casino.

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We then assembled and trained a staff of several hundred employees. We satisfied the IGB’s standards as to our capabilities, integrity, and internal control procedures, plus paid the $50 million up-front licensing fee, allowing us to open on February 17, 2023.

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Finally, we had to tell the community that we exist and that the inside of the sprung structure is much more exciting than the outside. Our Players’ Club, for example, started with zero names. Today, we have more than 65,000 people enrolled, many of whom are active customers.

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Business has built gradually since we opened. The temporary casino earned $18.4 million of Adjusted Property EBITDA in its 10-1/2 months of operation in 2023, making it our largest profit producer during the year. We just lapped the opening date, but it seems apparent that revenues in March and the months ahead will be substantially above the revenues of the prior-year period. Much of that increment should fall to the bottom line.

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There is no firm deadline for us to open the permanent casino, although the IGB certainly expects us and the other casino operators to proceed diligently to fulfill the commitments we made. However, the legislation allows the temporary casino to operate for only two years, with an additional year upon approval by the IGB to help facilitate construction. We sought and received an additional year in June 2023.

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We subsequently sought and received even more time to operate our temporary casino. One of the unsuccessful bidders for the Waukegan license filed a lawsuit asking the State to reverse the IGB’s licensing decision. To allow that lawsuit time to work its way through the Illinois Supreme Court, the state legislature, governor, and IGB approved a specific change in the law that now allows us to operate our temporary casino until August 2027. To open the permanent casino before that date, we will need to begin construction in earnest approximately two years in advance. As construction funding tends to start slowly, we believe the initial year of construction can probably be funded from internally generated cash flow. As a result, we likely have a window extending into 2026 in which to fund the permanent American Place.

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We believe that our internally generated cash flows between now and August 2027 can potentially fund up to half of the estimated $325 million cost to build the permanent casino. Much of the $175 million investment we’ve made to date, including the up-front license fee of $50 million, approximately $16 million of slot machines, the surface parking lots, and tens of millions to hire and train employees and to build market recognition for American Place, will also benefit the permanent casino. Our Airstream trailers, which have proven popular on our casino floor, might even find a place in the new facility.

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Legacy Casinos

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Our legacy casinos are the Silver Slipper in Mississippi, whose customers largely come from the north shore of Lake Pontchartrain; Rising Star, near Cincinnati; the Grand Lodge Casino at the Hyatt Lake Tahoe, on the north shore of Lake Tahoe; and Stockman’s Casino in Fallon, Nevada, home of the Navy’s “Top Gun” school. As they mature, we expect each of our new properties in Illinois and Colorado to earn more than the legacy properties, even taken as a group.

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The Silver Slipper has long led this group in terms of income contribution. It achieved the third-best earnings in its 17-year history, exceeded only by stimulus-funding-assisted results in recent years.

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Rising Star performed well, despite the opening of a major new competitor in September 2022 in Northern Kentucky.

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Our results in Northern Nevada declined somewhat due to the late return of seasonal residents near our Lake Tahoe casino.

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Online Sports Betting

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In recent years, three of our markets have legalized online sports wagering, requiring it to be affiliated with a physical casino. We are permitted to operate three “skins” (akin to websites) in each of Indiana and Colorado and one in Illinois. We chose to do so by entering into arrangements with companies with more expertise in that business, whereby we receive a percentage of revenues subject to a minimum annual fee. Each affiliated company also paid an up-front “market access” fee, which we capitalized and amortize over the expected life of the agreement.

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We originally had agreements with Churchill Downs, Wynn, and a private firm called Smarkets, which operates betting websites in Europe. Each of those companies contracted with us to operate in Indiana and Colorado.

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In recent years, several states have legalized online sports betting. It has come to be dominated by a few large operators and some niche players. Some of the large operators have spent huge sums building market share, while the niche operators can still be profitable operating with a narrower focus. As a result of the evolution of the business, Churchill Downs and Wynn exited the mobile sports-betting business. Meanwhile, we entered into new agreements with Novig to operate in Colorado and with Circa for the Illinois market. Circa operates a very successful sports book operation at its casino in downtown Las Vegas and is expanding its national online presence, using the same sort of marketing to the sports aficionado that makes its Las Vegas casino successful.

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Of those three states — Indiana, Colorado, and Illinois — Illinois has by far the largest population and the fewest sports gaming licenses. The new agreement with Circa substantially replaces, as part of our earnings, the agreements abandoned by Churchill and Wynn. Meanwhile, we continue to look for other players that might want to enter the Indiana and Colorado markets.

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Liquidity

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We funded the anticipated cost of Chamonix before beginning substantial construction through the issuance of high-yield bonds in 2021. We issued add-on bonds to that same issue in 2022 to fund the temporary casino in Illinois. Such bond issue totals $450 million dollars, with a fixed interest rate of 8.25%. They are currently callable, mature in 2028, and constitute most of our debt.

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We also have a $40 million bank credit facility, of which $27 million is drawn, as well as a capitalized lease on a hotel tower at Rising Star currently amounting to approximately $2 million.

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We lease the Grand Lodge casino within the Hyatt Lake Tahoe. This lease has always been a short-term lease, but it has been extended several times. It currently expires on December 31, 2024.

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We also have some land and building leases at some of our properties. In every case where such leases are important to operations, we have the option to buy them out. We also lease our corporate offices in Las Vegas.

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In 2023, our total cash interest expense was $38.4 million and Adjusted EBITDA to pay that interest was $48.6 million. This included the cost of the debt to build Chamonix, but no earnings from the new property, which partially opened only four days before year-end. It also included the debt to fund the temporary casino in Illinois, which was ramping up during that period. In 2024, we expect that our Illinois operations alone will come close to being able to pay all our company’s interest expense.

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To that extent, we are at an inflection point. We borrowed extensively in 2021 and 2022 and have been gradually funding construction from the proceeds. Every quarter, we made money to approximately cover our interest expense, but paid for construction from our cash balances.

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Now, we have the wrap-up construction expenses at Chamonix, and are starting to generate much larger cash flows from operations than we did historically. As to income taxes, we expect our income will be largely sheltered by the significant depreciation charges from our new properties, as well as from our tax-loss carryforwards.

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We should generate significant free cash flow over the next few years. As our new properties mature, we expect to become one of the less leveraged companies in the casino industry. That should set us up well to refinance our bonds prior to their maturity, and to fund any amounts that will be necessary beyond internally generated cash flows to fund construction of the permanent American Place casino.

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As always, I want to thank our shareholders, lenders, employees, customers, and communities for your continued support. We work hard on your behalf and hope to continue to meet and exceed everyone’s expectations.

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/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, 2023 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,” “projects,” “future,” “potential,” “may,” “could,” “would,” “should,” “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 the legal proceedings related to the process whereby we were granted the gaming license for American Place; our expectations regarding our ability to generate operating cash flow and to obtain debt financing on reasonable terms and conditions for the construction of the permanent American Place facility; our expectations regarding the operation and usage of our available idle sports wagering contracts; 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; 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 and plans regarding environmental, social and governance issues; 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 4, 2024

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This year’s meeting will be held at 10:00 a.m., Pacific Time, on May 9, 2024, 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 12, 2024 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 2023 Annual Report on Form 10-K, are first being mailed to stockholders on or about April 4, 2024.

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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 2024 Annual Meeting of Stockholders to be held at 10:00 a.m., Pacific Time, on May 9, 2024, 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 ON MAY 9, 2024

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This proxy statement, form of proxy and our 2023 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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How will the annual meeting be conducted and who can attend the annual meeting?

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This year’s annual meeting will be held in person and virtually. 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/FLL2024. You may also attend the annual meeting in person at the Company’s headquarters located at 1980 Festival Plaza Drive, Suite 680, Las Vegas, Nevada 89135.

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All stockholders as of the record date, or their duly appointed proxies, may attend the annual meeting. To attend the annual meeting in person, please note that if you are the beneficial owner of shares held in street name, you will need to bring a copy of a brokerage statement reflecting your stock ownership as of the record date. You will also need a photo ID to gain admission. To be admitted to the annual meeting at www.virtualshareholdermeeting.com/FLL2024, 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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If you will be attending the annual meeting virtually, 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 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 virtually, you may do so during the meeting at www.virtualshareholdermeeting.com/FLL2024. 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/FLL2024.

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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 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 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 12, 2024, 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, Equiniti 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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What constitutes a quorum?

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The presence at the annual 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, 34,590,150 shares of our common stock were outstanding and held by approximately 70 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 annual 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 annual 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 annual meeting must first request and obtain a legal proxy from their nominee.

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If I plan to attend the 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 annual meeting.

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If you vote in advance and also attend the annual meeting, you do not need to vote again at the meeting unless you want to change your vote. Written ballots will be available at the meeting for stockholders of record that attend in person.

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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 annual meeting and so request, although attendance at the annual 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 annual meeting, whether virtually, 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 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 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 2023 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. While building our temporary American Place facility, for example, we emphasized the use of minority-owned businesses as subcontractors, as well as firms owned by women, U.S. military veterans, and people with a disability. Similarly, we have set goals to utilize at least 25% of such businesses for the construction of our permanent American Place facility.

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Some items of note regarding American Place and Chamonix 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. 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. Kenneth R. Adams, who has reached our mandatory retirement age, is retiring from the Board at the annual meeting and will not stand for re-election.  Upon the retirement of Mr. Adams, the size of the Board will be reduced to eight directors.  The eight nominees to be voted on by stockholders at this meeting are 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 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 2023, 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, 2024. 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 has adopted a Board retirement policy. Under such policy, a director is generally required to retire at the first annual meeting following his or her 75th birthday. As previously disclosed, the Board elected to waive this requirement for Mr. Adams until the 2024 annual meeting.  Mr. Adams is retiring from the Board at the 2024 annual meeting and will not stand for re-election.

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Meetings

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During 2023, 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 2023, 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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* As noted, Mr. Adams is retiring from the Board at the annual meeting.

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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 2023.

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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, 2023.

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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 two meetings in 2023. 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 2023, 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 2023. 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 2023, 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 2023 between our Board or our compensation committee and the board of directors or compensation committee of any other company. There were no transactions in 2023 between us and any directors who served as compensation committee members for any part of 2023 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 two meetings in 2023.

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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 2023.

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Compliance Committee

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The compliance committee is currently comprised of five members: Mr. Adams, Dr. Braunlich, Mr. Lee, Ms. Marshall, and Ms. Handler. Ms. Handler currently 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 2023.

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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 2022 or 2023.

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Director Compensation

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Each non-employee director’s compensation in 2023 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 $75,000 on the date of grant. The Chairman of the Board also receives additional annual cash compensation of $25,000, 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 $17,500, $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 2023. 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 2023, 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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2023 was an important milestone year for our company. Some of our notable accomplishments during 2023 include:

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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 2023, 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 2023 were:

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

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As previously stated, Adjusted EBITDA in 2023 was $48.6 million, a 51.1% increase from $32.1 million in 2022. Despite significant growth in Adjusted EBITDA, the Compensation Committee did not approve the payout of any bonus amounts to our named executive officers related to this metric, as Adjusted EBITDA did not exceed the threshold level for 2023.

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Goal 2: Individual Qualitative Goals.  During 2023, we made significant progress in our efforts to advance our growth strategies. These included the development and opening of the temporary American Place facility in February 2023, the opening of Chamonix in December 2023, and our continued focus on overall liquidity. While recognized for these important contributions, management elected to forego any payouts related to qualitative goals while operations at American Place and Chamonix continue their expected ramp up. Award payout levels, as a percentage of base salary, for individual qualitative goals were:

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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 2023.

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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 2024, the Compensation Committee approved the satisfaction of performance criteria related to our operations in 2023. Such performance measures involved multi-year growth rates for EBITDA and free cash flow per share. As a result, a total of 114,007 shares either vested, or will vest, on the anniversary date of their grant. This total includes 45,299 performance shares previously granted to Mr. Lee, 28,000 performance shares previously granted to Mr. Fanger, and 6,417 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 2023.

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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, 2023 by each named executive officer.

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