FLL Full House Resorts Inc

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

​

​

SCHEDULE 14A

​

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

​

​

​

FULL HOUSE RESORTS, INC.

(Name of Registrant as Specified In Its Charter)

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

​

​

​

​

​

​

April 7, 2025

​

Dear Fellow Shareholders:

​

This past year was a busy one that positions our company well for future growth.

​

American Place, operating in a temporary structure in Waukegan, Illinois, midway between Chicago and Milwaukee, is now our largest revenue contributor.  It achieved significant increases in revenues and Adjusted Property EBITDA in every quarter of 2024 over the prior-year period, ending the year with revenue up 42% and Adjusted Property EBITDA up 60%.  This casino, which opened in February 2023, is already one of the leading casinos in the state based on reported data.

​

American Place also provides significant tax revenues to the State of Illinois and the City of Waukegan and employs a stable workforce of some 600 people.  We are very proud to have recently been identified by the Chicago Tribune as one of the best employers in the Chicago area — the only casino awarded that honor — and to have been also chosen by USA Today as a top workplace.

​

In January, the Illinois Supreme Court ruled in favor of the Illinois Gaming Board and the City of Waukegan on a lawsuit filed by a competitor, alleging that the competitor had been treated unfairly in the process that awarded the license to us.  This ruling clears the way for us to arrange the financing for construction of the permanent American Place casino, which we hope to have completed within the coming months.  Under existing Illinois law, we are permitted to operate the temporary casino until August 2027.  We plan to break ground on the permanent casino later this year and, upon its completion, transition operations from the temporary structure.

​

​

It is relatively common for new casinos to open in a temporary structure and transition to a permanent building.  Typically, the permanent casino has more amenities, enhanced décor, and does significantly more business than the temporary facility.  We believe that will also be the case at American Place. The permanent casino will be on the same 40-acre site as our temporary structure, taking advantage of the investment we’ve already made on the site.  That also makes it easier for customers and employees to shift to the new facility.

We also completed construction of Chamonix, our new casino hotel in Colorado.  Chamonix adjoins our Bronco Billy’s property in Cripple Creek, Colorado.  We built it in a challenged construction environment.  Not only did we start construction shortly after the Covid-19 pandemic, with all the related supply-chain issues, but we built it in a small mountain town on the back side of Pikes Peak, approximately 45 minutes from Colorado Springs.  It’s difficult to assemble a skilled construction workforce in that environment, which forced us to open in stages throughout the year. The casino and part of the hotel opened at the end of 2023.  Over the following few months, we completed its remaining hotel rooms.  We opened the high-end restaurant in April 2024, followed shortly thereafter by a portion of the spa.  The rest of the spa opened in October.  The employee dining room recently opened, leaving the paving and lighting of some additional surface parking lots as the remaining items, which we are in the process of doing now.

​

Our Colorado revenue rose 160% in 2024 over the prior year, but our expenses also rose as we incurred the costs of opening and operating different aspects of the hotel without the entire property being fully opened.  It was only late in 2024, during the seasonally slowest part of the year, that we had all the major amenities open and expanded our hotel marketing to a broader audience.  Looking ahead, we expect our revenues to continue to grow and our expenses to remain stable, as our operation becomes more efficient and the early marketing spend becomes more normalized.

​

Chamonix is, by far, the largest and nicest casino hotel in Cripple Creek, rivaling the best casinos in the state and the entire Midwest.  It accounted for 133% of the 11.2% growth in Cripple Creek’s revenues in 2024 and 110% of the 2.1% revenue growth in the entire state.

​

​

The key market for Cripple Creek includes the cities of Colorado Springs and Pueblo, a defined metropolitan area of almost 1 million people.  Cripple Creek also competes with the casinos in Black Hawk for the approximately 4 million people who reside in the Denver metropolitan area.  For residents of the southern and southeastern parts of the larger Denver metropolitan area, the typical drive time to us is about the same as to the casinos in Black Hawk.

​

The Chamonix market is different from the American Place market.  American Place is the closest casino to approximately 1 million people, most of whom live within a 30-minute drive.  It’s visible to large numbers of people who drive by it every day.  It is a “locals” casino, not unlike the Station casinos or many of the Boyd properties in Las Vegas.  One can easily stop in for a short gaming session on an evening or at any time during the day.

​

Cripple Creek and Chamonix, on the other hand, are destinations.  Few people just stumble across it.  They become aware of the destination through marketing, experience, or word of mouth and head out to visit it as a destination.  It’s not unlike people in Los Angeles who take a four-hour drive across the Mojave Desert to visit Las Vegas; they know about the destination before they leave.  Many expect amenities in addition to gaming, including hotel rooms, an assortment of restaurants, pools and spas.  Many casinos in the U.S. are destination-type casinos.

​

​

Offsetting the more challenging location, Colorado casinos have significantly lower gaming taxes than those in Illinois.  Both locations have significant barriers to entry, protecting our investment from competition.

​

Our two newest casinos are already producing significantly more revenue than our three legacy properties, but those legacy properties are still doing fine.

​

The Silver Slipper in Mississippi, near New Orleans, is the strong third leg of our company.  It generated $73 million of revenue in 2024, a small decline from 2023 but still among the better results in its 18 years of operation.  We recently made some operational changes at the Silver Slipper that we think will put its Adjusted Property EBITDA back on a growth trajectory.

​

Our Rising Star property in Indiana has a large campus, with 294 guestrooms, an RV park, a golf course, meeting room space, a ferry boat, and a traditional casino riverboat.  It was the first casino in the region when it opened in 1996, but now it is the oldest and most geographically challenged property.  Newer casinos have opened in every direction, closer to where Rising Star’s target customers live.  Nevertheless, Rising Star continues to contribute positively to our Adjusted EBITDA.

​

As in Colorado and Illinois, Indiana has a tiered gaming tax system, where casinos with higher gaming revenue pay higher gaming tax rates.  Rising Star is alone in the lowest tax tier.  It used to have company.  There were two traditional riverboat casinos along Lake Michigan in Gary, Indiana that shared a pier and had to compete with newer casinos closer to their customers.  Several years ago, the Indiana legislature allowed each of those casinos to relocate.  One went to a site off Interstate 80, still in Gary, and is now the top revenue-generating casino in the state.  It is no longer a riverboat, but a standard land-based casino.  The other traditional riverboat license relocated to a new land-based casino hotel in Terre Haute and it, too, is successful.  Both the State of Indiana and the owners of those relocated casinos have done very well.  The gaming taxes paid by those two casinos in 2024 were substantially more than the two licenses paid when they both operated in their original locations.  Their relocation has created hundreds of millions of dollars of new investment, thousands of new jobs, and tens of millions of dollars in incremental tax revenue.

​

Building on these successful precedents, we sought approval in the Indiana legislature in recent months to relocate our Rising Star license to New Haven, a suburb of Fort Wayne, which is Indiana’s second-largest city.  Today, Fort Wayne has no nearby casino.

​

The legislature is currently reviewing a bill requiring the Indiana Gaming Commission to undertake an independent study on the benefits to the state of relocating underperforming gaming licenses.  The study is also charged with determining the best locations for that license to relocate.  Rising Star is easily the most underutilized license in the state; we are confident that the study, if approved, will show significant benefits to Indiana if it is relocated.  That sets the issue up well to be considered in future legislative sessions.

​

We continue to operate the Grand Lodge Casino, located within the Hyatt resort in Incline Village on the North Shore of Lake Tahoe.  The owner, who bought this unique hotel in 2021, plans an extensive refurbishment.  The hotel essentially has two parts.  It includes an 8.5-acre parcel with significant lake frontage, along with “cottages” along the beach, a large restaurant, meeting room space, and a surface parking lot.  Then, across the street and inland from the lake, it has a 12-story tower with 422 guest rooms, two restaurants, additional meeting rooms, a spa, a large pool complex, and our casino.  The hotel was built at a time when land in Incline Village, especially along the waterfront, was worth much less than it is today.  Building restrictions imposed well after the hotel’s construction would probably not permit a similar high-rise structure today.

​

The first phase of the renovation is expected to replace the structures along the beach with new hotel suites and amenities, making better use of the unique location.  Renovation of the high-rise tower, with our casino, is expected to take place later.

​

Initially, it was thought that the refurbishment would begin in 2024.  As a result, the hotel turned away considerable group business that would normally have used the lakefront meeting rooms during the summer.  This had some effect on our casino, causing income for the year to be somewhat lower than in prior years.  The early stages of construction are beginning now.  Because group business was largely turned away during 2024, and the first phase of construction is across the street from the main hotel and our casino, we think the renovation’s impact on our operations will be relatively minor.

​

Longer term, we agree with the owner’s extensive refurbishment plan.  The hotel is unique in both scale and location, sitting among some of the most expensive real estate in America.  We have a good, synergistic relationship with Hyatt, which operates the hotel.  The hotel benefits from our casino expertise, while we benefit from Hyatt’s expertise at operating and filling the hotel.  While we operate there under a relatively short-term lease, that lease has been extended several times since it was first executed in 2011.  We hope to continue to have a long-term relationship with Hyatt and the hotel’s owner as we work together to reinvent the property into one of the leading resort hotels in the western U.S.

​

During 2024, we opted to sell our property in Fallon, Nevada, which we had operated since 2007.  It was the smallest of our operations, by far, and the sale allows us to focus our attention on our larger properties.

​

We sold it in a two-stage transaction.  We sold the real estate for $7 million in 2024 and agreed to continue to operate the casino while the buyer sought regulatory licenses as the operator.  We recently closed on the sale of the operating side of the property and received an additional $2.2 million, excluding positive working capital adjustments.

​

Several years ago, sports betting on the internet was approved in several states in which we operate.  We opted to not create our own sports-betting initiative. Instead, we allowed others to operate under our licenses in exchange for paying us a fee.

​

That industry has evolved to where it is dominated by only a handful of companies.  Most of our initial licensees have discontinued their operations and terminated their contracts with us.  Fortunately, the largest of those contracts is with Circa Sports in Illinois, where there is a large population and a relatively small number of licenses.  Circa operates one of the largest sports books in Las Vegas and is striving to establish a similar niche position in certain other states, including Illinois.

​

We’ve made a number of operational changes during the year that we believe position us well for the future.

​

Our Chief Operating Officer, John Ferrucci, who has overseen the Silver Slipper since its opening in 2006, is retiring this month.  Angi Truebner-Webb, previously the general manager of our Rising Star property in Indiana, began her career with us at the Silver Slipper and recently relocated back to Mississippi to lead that property, which contributes significantly more to our income than Rising Star.  Meanwhile, Jeff Michie, who worked with many of us at Pinnacle Entertainment in the 2000s, rejoined our team at Full House, becoming the general manager of Rising Star. Jeff spent many years in senior operating roles at various casinos in the tri-state (Indiana, Ohio, Kentucky) area.  He brings extensive experience to the property, which will be beneficial both in its current location and its potential relocation.  We also recently hired Brandon Lenssen to be the general manager of our Cripple Creek operations.  Brandon had previously been the general manager of similar casino operations in Black Hawk, Colorado, and has extensive experience in casino operations and marketing.

​

At the corporate level, we hired Kim Bender to head up our company-wide advertising efforts and Murphy Boudreaux as our new corporate finance manager to assist with investor relations.

​

I’ve recently passed my 10-year anniversary as the President and CEO of Full House Resorts.  We’ve made significant progress over that decade.  Our revenues in 2024 were up 141% versus 2014, and our Adjusted EBITDA was up even more.  Through March 31, 2025, our stock price was up more than 234%. Our sources of income are much more diverse than they were at that time, and our balance sheet is on a much stronger financial footing. Our stock, even at recent levels that are below its highs, has still been one of the better-performing gaming stocks over those 10+ years.

​

I would like to thank our shareholders, lenders, employees, customers and communities for their continued support.  I am proud to lead this team of hardworking people. We are all working diligently on your behalf.

​

/s/ Daniel R. Lee

Daniel R. Lee

President and Chief Executive Officer

​

​

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, 2024 that was filed with the Securities and Exchange Commission and that is available on our website, at www.fullhouseresorts.com.

​

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 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 timing of finalizing arrangements for the financing of the permanent American Place facility; our expectations regarding our ability to relocate our Rising Star gaming license; our expectations regarding our 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; our expectations regarding the impact of the renovations at Grand Lodge Casino; our expectations regarding operational changes at our properties; 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.

​

​

​

FULL HOUSE RESORTS, INC.

1980 Festival Plaza Drive, Suite 680

Las Vegas, Nevada 89135

​

________________________________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

________________________________________

​

​

April 7, 2025

​

This year’s meeting will be held at 11:00 a.m., Mountain Time, on May 15, 2025, in 980 Prime at Chamonix Casino Hotel, located at 201 East Bennett Avenue, Cripple Creek, Colorado 80813.

​

The following items will be on the agenda:

​

​

Our board of directors has fixed the close of business on March 18, 2025 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.

​

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.

​

By order of the Board of Directors,

​

/s/ Elaine L. Guidroz

Elaine L. Guidroz

Secretary

Las Vegas, Nevada

​

This proxy statement, including the form of proxy, the letter from our President and Chief Executive Officer, and our 2024 Annual Report on Form 10-K, are first being mailed to stockholders on or about April 7, 2025.

​

________________________________________

TABLE OF CONTENTS

________________________________________

​

​

​

​

​

​

________________________________________

​

PROXY STATEMENT

________________________________________

​

​

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 2025 Annual Meeting of Stockholders to be held at 11:00 a.m., Mountain Time, on May 15, 2025, in 980 Prime at Chamonix Casino Hotel, located at 201 East Bennett Avenue, Cripple Creek, Colorado 80813, and to any adjournments or postponements.

​

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE STOCKHOLDER MEETING TO BE HELD ON MAY 15, 2025

​

This proxy statement, form of proxy and our 2024 Annual Report on Form 10-K are also available free of charge on our website at www.fullhouseresorts.com and at www.proxyvote.com.

​

​

________________________________________

​

ABOUT THE MEETING

________________________________________

​

​

How will the annual meeting be conducted and who can attend the annual meeting?

​

This year’s annual meeting will be held in person only. It will be held in 980 Prime at Chamonix Casino Hotel, located at 201 East Bennett Avenue, Cripple Creek, Colorado 80813.

​

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.

​

What is the purpose of the annual meeting?

​

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

​

​

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

​

1

Who is entitled to vote?

​

Only stockholders of record at the close of business on the record date, March 18, 2025, 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.

​

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

​

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.

​

What constitutes a quorum?

​

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, 35,975,647 shares of our common stock were outstanding and held by approximately 57 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.

​

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.

​

How do I vote?

​

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

​

​

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.

​

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

​

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

​

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.

​

2

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

​

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.

​

What are the Board’s recommendations?

​

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:

​

​

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

​

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.

​

What vote is required to approve each item?

​

​

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 in person or by proxy, will be required for approval, unless otherwise required by law.

​

3

How are abstentions treated?

​

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.

​

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

​

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.

​

What is the effect of the advisory vote on Proposals 4 and 5?

​

Proposal 4 (“Say on Pay”) and Proposal 5 (“Say on Frequency”) are advisory votes. This means that while we ask stockholders to approve resolutions regarding these proposals, these are not actions that require stockholder approval. If a majority of votes are cast “FOR” the Say on Pay proposal, we will consider the proposal to be approved. For the Say on Frequency proposal, we will consider that the stockholders have recommended whichever option (one, two or three years) that receives the greatest number of votes cast. Although the advisory vote on these proposals are 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 and the frequency of such advisory votes.

​

Do I have dissenter’s or appraisal rights?

​

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

​

Where can I find voting results of the annual meeting?

​

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.

​

Who should I call with other questions?

​

If you have additional questions about this proxy statement or the meeting or would like additional copies of this proxy statement or our 2024 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.

​

4

________________________________________

​

CORPORATE RESPONSIBILITY

________________________________________

​

​

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.

​

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.

​

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:

​

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

​

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.

​

5

Some items of note regarding American Place and Chamonix include:

​

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:

​

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.

​

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.

​

6

________________________________________

​

PROPOSAL ONE:

ELECTION OF DIRECTORS

________________________________________

​

​

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 seven directors. The seven nominees to be voted on by stockholders at this meeting are Carl G. Braunlich, Lewis A. Fanger, Eric J. Green, Lynn M. Handler, 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.

​

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.

​

Director Nominees

​

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.

​

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.

​

​

7

​

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.

​

​

​

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.

​

​

8

​

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.

​

​

​

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.

​

​

​

9

​

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.

​

​

​

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.

​

​

10

​

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.

​

​

​

​

​

​

11

________________________________________

​

CORPORATE GOVERNANCE

________________________________________

​

​

Board Leadership Structure

​

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.

​

Dr. Braunlich, an independent director, currently serves as our Chairman of the Board. During 2024, 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.

​

Independence of Directors

​

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 Dr. Braunlich, Mr. Green, Ms. Handler, Ms. Marshall and Mr. Shaunnessy (constituting 71% 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”.

​

Board Retirement Policy

​

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.

​

12

Meetings

​

During 2024, our Board held five 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 2024, all of our directors at such time attended the virtual annual meeting.

​

Board Committees

​

Our Board has four standing committees: the audit committee, the compensation committee, the compliance committee, and the nominating and corporate governance 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:

​

​

​

Audit Committee

​

The audit committee is currently comprised of three members: Mr. Shaunnessy, Ms. Marshall and Dr. Braunlich. 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 2024.

​

Among its responsibilities, the audit committee:

​

13

​

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, 2024.

​

Compensation Committee

​

The compensation committee is currently comprised of three members, Mr. Green, Dr. Braunlich, 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 2024. 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.

​

Among its responsibilities, the compensation committee:

​

​

14

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.

​

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.

​

In 2024, the compensation committee utilized AETHOS Consulting Group (“AETHOS”) to provide compensation-related recommendations for our executives, as well as to consider any updates to our peer group. The full peer group was used to analyze compensation practices, while a subset of 11 companies – selected based on 2024 projected revenues at the time of the study – was used to compare our actual compensation to the market. The full peer group consisted of: Accel Entertainment, Bally’s, Century Casinos, Chuy’s Holdings, Denny’s, El Pollo Loco Holdings, Golden Entertainment, Inspired Entertainment, Lindblad Expeditions, Marcus, Monarch Casino and Resort, Noodles & Company, Playa Hotels & Resorts, PlayAGS, Red Rock Resorts, and Rush Street Interactive. The smaller subset excluded Accel Entertainment, Bally’s, Golden Entertainment, Playa Hotels & Resorts, and Red Rock Resorts.

​

Compensation Committee Interlocks and Insider Participation

​

During the last fiscal year, Mr. Green, Dr. Braunlich, and Mr. Shaunnessy served on the compensation committee. None of the members of the compensation committee were at any time during 2024, 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 2024 between our Board or our compensation committee and the board of directors or compensation committee of any other company. There were no transactions in 2024 between us and any directors who served as compensation committee members for any part of 2024 that would require disclosure by us under SEC rules requiring disclosure of certain relationships and related party transactions.

​

Compliance Committee

​

The compliance committee is currently comprised of four members: Ms. Handler, Dr. Braunlich, Mr. Lee, and Ms. Marshall. Ms. Marshall 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 2024.

​

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.

​

15

Nominating and Corporate Governance Committee

​

The nominating and corporate governance committee is currently comprised of three members, Ms. Handler, Dr. Braunlich, and Mr. Green. Ms. Handler serves as chair of the nominating and corporate governance committee. The nominating and corporate governance committee held two meetings in 2024.

​

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

​

Among its responsibilities, the nominating and corporate governance committee:

​

​

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.

​

16

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.

​

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 2024.

​

Board’s Role in Risk Oversight

​

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.

​

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

​

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:

​

​

Code of Conduct and Ethics

​

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.

​

17

Certain Relationships and Related Party Transactions

​

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 2023 or 2024.

​

Director Compensation

​

Each non-employee director’s compensation in 2024 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 2024. Mr. Lee and Mr. Fanger, who are employed by us, do not receive additional compensation for serving as directors.

​

__________

​

​

​

18

________________________________________

​

INFORMATION CONCERNING EXECUTIVE OFFICERS

________________________________________

​

​

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.

​

​

John Ferrucci was appointed as our Senior Vice President and Chief Operating Officer in February 2022. Mr. Ferrucci has provided us with notice of his intent to retire from his position as our Chief Operating Officer, effective on April 11, 2025. 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.

​

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.

​

​

​

​

19

________________________________________

​

EXECUTIVE COMPENSATION

________________________________________

​

​

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 2024, we nonetheless continue to seek ways to improve our compensation program. Items of note include:

​

2024 was an important milestone year for our company. Some of our notable accomplishments during 2024 include:

20

​

Stock Ownership Guidelines

​

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:

​

​

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.

​

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 is scheduled to retire on April 11, 2025, and Ms. Handler, who joined our Board in May 2022 and is expected to meet the minimum stock ownership level by May 2025.

​

Annual Incentive Plan

​

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.

21

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.

​

Annual Incentive Awards

​

For 2024, 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.

​

Goal 1: Adjusted EBITDA.  The criteria for Adjusted EBITDA in 2024 were:

​

​

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

​

​

Adjusted EBITDA increased 0.2% to $48.6 million in 2024. 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 2024.

​

Goal 2: Individual Qualitative Goals.  During 2024, we made significant progress in our efforts to grow our company. These included the completion of Chamonix’s phased opening in October 2024, the sale of Stockman’s Casino, and continued meaningful growth at our temporary American Place facility. In recognition of these efforts, the Compensation Committee approved maximum payout levels for this metric for Messrs. Lee and Fanger. The Compensation Committee did not approve a payout for Mr. Ferrucci. Award payout levels, as a percentage of base salary, for individual qualitative goals were:

​

​

​

Independent Compensation Study

​

In 2024, AETHOS provided recommended updates to our compensation peer group. The full peer group was used to analyze compensation practices, while a subset of 11 companies – selected based on 2024 projected revenues at the time of the study – was used to compare our actual compensation to the market. The full peer group consisted of: Accel Entertainment, Bally’s, Century Casinos, Chuy’s Holdings, Denny’s, El Pollo Loco Holdings, Golden Entertainment, Inspired Entertainment, Lindblad Expeditions, Marcus, Monarch Casino and Resort, Noodles & Company, Playa Hotels & Resorts, PlayAGS, Red Rock Resorts, and Rush Street Interactive. The smaller subset excluded Accel Entertainment, Bally’s, Golden Entertainment, Playa Hotels & Resorts, and Red Rock Resorts.

22

Equity Awards

​

AETHOS also previously provided recommendations for our compensation programs to the Compensation Committee. Among those 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:

​

In March 2025, the Compensation Committee determined that the performance criteria related to financial performance in 2024 were not satisfied. Such performance measures involved multi-year growth rates for EBITDA and free cash flow per share. As a result, a total of 142,555 shares were cancelled. This total includes 41,391 performance shares previously granted to Mr. Lee, 42,790 performance shares previously granted to Mr. Fanger, and 13,082 performance shares previously granted to Mr. Ferrucci.

​

The Compensation Committee has historically also issued time-based restricted stock awards and 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 our management team. Recent restricted stock and stock option awards include:

​

​

23

SUMMARY COMPENSATION TABLE

​

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 for the two years ended 2024.

​

__________

24

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

​

The following table provides information regarding outstanding equity award grants held at December 31, 2024 by each named executive officer.

​