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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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Filed by the Registrant þ
Filed by a Party other than the Registrant ◻

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Check the appropriate box:
◻ | Preliminary Proxy Statement
◻ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ | Definitive Proxy Statement
◻ | Definitive Additional Materials
◻ | Soliciting Material under §240.14a-12

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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​ |  |
Payment of Filing Fee (Check all boxes that apply):
þ | No fee required
☐ | Fee paid previously with preliminary materials
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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April 7, 2025

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Dear Fellow Shareholders:

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

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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

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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.

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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.

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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.

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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.

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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, 2024 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 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.

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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 7, 2025

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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.

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The following items will be on the agenda:

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| 1. | Election of seven members to our board of directors to serve until our next annual meeting of stockholders or until their successors are duly elected and qualified;

| 2. | Approval of the Full House Resorts, Inc. 2025 Equity Incentive Plan;

| 3. | Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025;

| 4. | An advisory vote to approve the compensation of our named executive officers;

| 5. | An advisory vote to approve the frequency of future advisory votes on the compensation of our named executive officers; and

| 6. | Transaction of such other business as may properly come before the annual meeting, including any adjournments or postponements thereof.

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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.

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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 2024 Annual Report on Form 10-K, are first being mailed to stockholders on or about April 7, 2025.

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PROXY STATEMENT | 1
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ABOUT THE MEETING | 1
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CORPORATE RESPONSIBILITY | 5
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PROPOSAL ONE: ELECTION OF DIRECTORS | 7
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CORPORATE GOVERNANCE | 12
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INFORMATION CONCERNING EXECUTIVE OFFICERS | 19
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EXECUTIVE COMPENSATION | 20
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PROPOSAL TWO: APPROVAL OF THE 2025 EQUITY INCENTIVE PLAN | 37
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PROPOSAL THREE: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 46
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PROPOSAL FOUR: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 48
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PROPOSAL FIVE: ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION | 49
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 50
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OTHER MATTERS | 52
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ANNEX 1: GAAP TO NON-GAAP RECONCILIATIONS | 54
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ANNEX 2: 2025 EQUITY INCENTIVE PLAN | 56
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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 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.

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE STOCKHOLDER MEETING TO BE HELD ON MAY 15, 2025

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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.

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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 only. It will be held in 980 Prime at Chamonix Casino Hotel, located at 201 East Bennett Avenue, Cripple Creek, Colorado 80813.

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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.

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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 election of seven directors;

| ● | approval of the Full House Resorts, Inc. 2025 Equity Incentive Plan (the “2025 Equity Incentive Plan”);

| ● | the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025;

| ● | an advisory vote to approve the compensation of our named executive officers; and

| ● | an advisory vote to approve the frequency of future advisory votes on the compensation of our named executive officers;

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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 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.

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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, 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.

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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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| ● | via Internet;

| ● | by telephone;

| ● | by mail; or

| ● | by attending the annual meeting.

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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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​ | ​ | ​ | ​
Proposal | ​ | Board Recommendation
1. | Election of seven members to our board of directors to serve until our next annual meeting of stockholders or until their successors are duly elected and qualified. | ​ | FOR each director nominee
2. | Approval of the 2025 Equity Incentive Plan. | ​ | FOR
3. | Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025. | ​ | FOR
4. | Approval, on an advisory basis, of the compensation of our named executive officers. | ​ | FOR
5. | Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of our named executive officers. | ​ | FOR the option of every one year

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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.

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What vote is required to approve each item?

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​ | ​ | ​ | ​ | ​ | ​
Proposal | ​ | Votes Required for Approval | ​ | Abstentions
1. | Election of directors | ​ | Majority of votes cast | ​ | No impact
2. | Approval of the 2025 Equity Incentive Plan | ​ | Majority of votes cast | ​ | No impact
3. | Ratification of Ernst & Young LLP as our auditors | ​ | Majority of votes cast | ​ | No impact
4. | Advisory vote to approve compensation of named executive officers | ​ | Majority of votes cast | ​ | No impact
5. | Advisory vote to approve frequency of future advisory votes on compensation of named executive officers | ​ | Majority of votes cast | ​ | No impact

​

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.

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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.

​

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.

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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 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.

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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.

​

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:

​

| ● | Three members of our Board of Directors are female or ethnically diverse;

| ● | Our Board of Directors includes one LGBT+ director;

| ● | 50% of our properties are led by women;

| ● | 67% of our corporate executives and staff are female or ethnically diverse;

| ● | Of our 1,933 full- and part-time property employees as of April 1, 2025, 68% are female or ethnically diverse;

| ● | Our American Place was named a 2025 Top Workplace by USA Today;

| ● | American Place was also recognized on the Chicago Tribune’s Top Workplaces 2024 list, the only casino to achieve such recognition; and

| ● | All employees, including managers, are scheduled to receive yearly training for equal-opportunity and nondiscriminatory employment practices, as well as anti-harassment training.

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

​

| ● | Conserving energy, water, and other natural resources, as well as focusing on waste reduction, renewable energy, and composting/recycling programs;

| ● | Expanding our focus on employee diversity, equity and inclusion;

| ● | Working to increase diversity among our management, employees, vendors and partners;

| ● | Promoting diversity among contractors for supplies, services and construction; and

| ● | Encouraging the use of sustainable and ethically sourced goods and services.

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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| ● | Construction of the temporary American Place facility was led by a joint venture that included one of the largest Black-owned companies in the country and one of the largest minority-owned business in Chicago;

| ● | American Place includes a large electric vehicle charging station, which we believe is one of the largest in the Chicagoland area and the state of Illinois;

| ● | The temporary American Place facility is rated to be more energy efficient than most typical commercial office buildings, despite our structure being temporary in nature;

| ● | Chamonix was designed to blend with Cripple Creek’s existing architectural style, in part to help preserve the city’s unique history, architecture, and charm; and

| ● | We use wall-mounted soap and shampoo dispensers throughout Chamonix’s hotel, which should allow us to eliminate the use of approximately 300,000 tiny plastic bottles every year.

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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| ● | Donating thousands of coats to support local veterans organizations;

| ● | Donating holiday meals to those in need;

| ● | Holding food drives for regional food pantries, schools and churches;

| ● | Donating water, food and other essential items to hurricane-stricken communities;

| ● | Funding local scholarship and internship programs;

| ● | Teaming up with local partners to benefit Toys for Tots, the Boys and Girls Club, Northern Nevada Children’s Cancer Foundation, Habitat for Humanity, the Salvation Army, local firefighters, 4-H, and other organizations;

| ● | Participating in community beach and river cleanups; and

| ● | Supporting the Two-Mile-High Club in Cripple Creek, which cares for feral donkeys descended from the historic mining town’s original drove.

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.

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________________________________________

​

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.

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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.

​

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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​ 77 January 2007 ​ ​ ● ● ​ |
​ 67 May 2005 ​ ​ ● ● ● ​ |
Carl G. Braunlich Chairman Age: 72 Director Since: May 2005 ​ Committees: ● Audit ● Compensation ● Compliance ● Nominating and Corporate Governance ​ | Dr. Braunlich was an Associate Professor at the University of Nevada, Las Vegas, from August 2006 until his retirement in June 2021. Prior to joining the faculty of University of Nevada, Las Vegas, Dr. Braunlich was a Professor of Hotel Management at Purdue University since 1990. Dr. Braunlich has held executive positions at the Golden Nugget Hotel and Casino in Atlantic City, New Jersey and at Paradise Island Hotel and Casino, Nassau, Bahamas. He has been a consultant to Wynn Las Vegas, Harrah’s Entertainment, Inc., Showboat Hotel and Casino, Bellagio Resort and Casino, International Game Technology, Inc., Atlantic Lottery Corporation, Nova Scotia Gaming Corporation and the Nevada Council on Problem Gambling. Dr. Braunlich was on the board of directors of the National Council on Problem Gambling, and he has served on several problem gambling committees, including those of the Nevada Resort Association and the American Gaming Association. He holds B.S. and M.S. degrees from the Cornell University School of Hotel Administration and a Doctor of Business Administration degree in International Business from United States International University, San Diego, California.

​

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.

​

​

​ Chief Financial Officer and Treasurer 42 June 2019 ​ |
Lewis A. Fanger Director, Senior Vice President, Chief Financial Officer and Treasurer Age: 47 Director Since: June 2019 ​ | Mr. Fanger was appointed as our Senior Vice President, Chief Financial Officer and Treasurer on January 30, 2015. Prior to joining the Company, Mr. Fanger served from June 2013 through February 2015 as a Vice President of Wynn Resorts, Limited, a leading owner and operator of resort casinos and a member of the S&P 500 and Nasdaq-100 indexes. At Wynn Resorts, Mr. Fanger oversaw the investor relations functions for both its Nasdaq and Hong Kong Stock Exchange-listed stocks and assisted with the company’s development efforts, including in Asia. From August 2011 to June 2013, Mr. Fanger was Senior Vice President and Chief Financial Officer of Creative Casinos, LLC, the original developer of the Golden Nugget resort casino in Lake Charles, Louisiana. Mr. Fanger also served from July 2003 to August 2011 at Pinnacle Entertainment, Inc. in various capacities, including as Vice President of Finance, where he oversaw the treasury and investor relations functions of the company. Prior to that, Mr. Fanger worked as an equity research associate in the gaming group at Bear, Stearns & Co. in New York. Mr. Fanger earned a bachelor’s degree in industrial engineering and a master’s degree in business administration, both from Stanford University.

​

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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​ ​ 63 November 2014 ​ ​ ● ​ |
Eric J. Green Director Age: 54 Director Since: July 2020 ​ Committees: ● Compensation (Chair) ● Nominating and Corporate Governance ​ | Mr. Green brings more than 20 years of investment expertise to the Company’s board of directors. Since 1997, he has worked at Penn Capital, an investment firm with approximately $2 billion of assets under management. Mr. Green currently serves as Penn Capital’s Chief Investment Officer, where he is responsible for guiding the firm’s equity and credit strategies. Additionally, Mr. Green serves as a Senior Portfolio Manager for Penn Capital’s Small Cap, Small to Micro Cap, Small to Mid Cap, and Mid Cap equity strategies. He is currently a member of the firm’s executive team, which oversees the firm’s overall corporate strategy and management. Prior to joining Penn Capital, Mr. Green was with the Federal National Mortgage Association, the Royal Bank of Scotland, and the United States Securities and Exchange Commission, where he served as a financial analyst in the Division of Investment Management. Mr. Green currently serves on the Board of Directors of GAN, LTD, an online sports betting and gaming technology company. Mr. Green is also Vice Chairman of the Board of Directors for the Anti-Defamation League (ADL) Mid-Atlantic Region. Mr. Green earned a bachelor’s degree in business administration from American University and a master’s degree in business administration from the Yale School of Management.

​

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.

​

​

​ ​ 63 November 2014 ​ ​ ● ​ |
Lynn M. Handler Director Age: 61 Director Since: May 2022 ​ Committees: ● Compliance ● Nominating and Corporate Governance (Chair) ​ ​ | Ms. Handler currently serves as Chief Counsel Regional Operations North America for Catena Media Plc., a Maltese public limited liability company listed on Nasdaq Stockholm. Catena Media Plc. is an online lead generation company within iGaming and Financial Services. Ms. Handler has been employed by Catena Media since January 2021 and previously served in the role of Lead Counsel North America. From April 2017 to March 2020, Ms. Handler served as Head Legal Counsel for Companion Animal Practices, North America (CAPNA), which operated a network of free-standing animal hospitals. Ms. Handler has also held various legal positions with several gaming companies, including Vice President & General Counsel at Palms Casino Resort in Las Vegas, Nevada, Legal Counsel Nevada at William Hill US, and Vice President & Corporate Counsel at Pinnacle Entertainment. Ms. Handler is also a founding Board Member of the Responsible Gambling Affiliate Association, a trade association dedicated to promoting responsible gambling by online gambling affiliates. Ms. Handler holds a B.A. in Sociology from Adelphi University and a J.D. from Seton Hall University School of Law.

​

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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​

​ ​ 63 November 2014 ​ ​ ● ​ |

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​ ​ 63 November 2014 ​ ​ ● ​ |
Daniel R. Lee Director, President and Chief Executive Officer Age: 68 Director Since: November 2014 ​ Committees: ● Compliance ​ | Mr. Lee was appointed as our President and Chief Executive Officer in November 2014. Mr. Lee was the Managing Partner of Creative Casinos, LLC, a developer of casino resorts, from September 2010 through December 2014. He was previously Chairman and Chief Executive Officer of Pinnacle Entertainment, Inc., a casino operator and developer, from April 2002 to November 2009. In the 1990s, he was Chief Financial Officer, Treasurer and Senior Vice President of Finance and Development at Mirage Resorts. During the 1980s, Mr. Lee was a securities analyst for Drexel Burnham Lambert and CS First Boston, specializing in the lodging and gaming industries. He serves as an independent director of Associated Capital Group, Inc., a publicly traded investment management company, since November 2015, where he is a member of the governance committee. He previously served as a director of Myers Industries, Inc., a publicly traded diversified manufacturing company, from April 2016 to April 2018, where he was a member of the audit committee and the corporate governance and nominating committee. Mr. Lee also previously served as an independent director of LICT Corporation and of ICTC Group, Inc. While working as a securities analyst, he was a Chartered Financial Analyst. Mr. Lee earned his M.B.A. and a B.S. degree in Hotel Administration, both from Cornell University.

​

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.

​

​

​ 64 January 2007 ​ ​ ● ● ● ​ |
Kathleen M. Marshall Director Age: 69 Director Since: January 2007 ​ Committees: ● Audit ● Compliance (Chair) ​ | Ms. Marshall is a Certified Public Accountant who, since March 2017, has served as the Chief Financial Officer of Casino Reinvestment Development Authority (“CRDA”), a New Jersey State Authority. Previously, she served as the Controller of CRDA from June 2016 to March 2017, and provided consulting services to CRDA from January 2016 to June 2016. From October 2008 through January 2016, Ms. Marshall served as Director of Business Development of Global Connect LLC, a web-based voice messaging company. Prior to that, from July 2003 through August 2008, Ms. Marshall served as Vice President of Finance for Atlantic City Coin & Slot Service Co. Inc., which designed, manufactured and distributed gaming equipment. Ms. Marshall has also held various finance positions with the Atlantic City Convention and Visitors Authority and several Atlantic City casinos, including Atlantic City Showboat, Inc. and Caesars Atlantic City, Inc. In addition, Ms. Marshall has worked as a public accountant in the audit division of Price Waterhouse. Ms. Marshall earned her B.A. in Accounting from Rutgers University.

​

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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​ 50 November 2014 ​ ​ ● ​ |
Michael P. Shaunnessy Director Age: 71 Director Since: July 2020 ​ Committees: ● Audit (Chair) ● Compensation | Mr. Shaunnessy brings 37 years of experience in the gaming and hospitality industries to the Company’s board of directors. Most recently, Mr. Shaunnessy was President and Chief Executive Officer of Nevada Gold & Casinos, Inc., which he led for more than six years until its sale in 2019. From 2005 to 2012, Mr. Shaunnessy was an Executive Vice President of Operations at MGM Resorts International. In that capacity, he was the chief operating and financial officer overseeing operations of MGM’s Railroad Pass and Gold Strike casino hotel properties, both in the Las Vegas, Nevada area. Before joining MGM, Mr. Shaunnessy served as Vice President of Administration of Monarch Casino & Resort, Inc. Additionally, from 1998 to 2004, he served as Executive Vice President and Chief Financial Officer of our company, Full House Resorts, as well as a member of its board of directors from 2001 to 2004. A certified public accountant, Mr. Shaunnessy earned a bachelor’s degree in business administration from Lewis University and a master’s degree in accountancy from Northern Illinois University.

​

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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​

OUR BOARD RECOMMENDS
A VOTE “FOR” EACH OF THE NOMINEES.

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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.

​

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.

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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”.

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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.

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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:

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Nominating and
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Corporate
Director | ​ | Audit | ​ | Compensation | ​ | Compliance | ​ | Governance
Carl G. Braunlich | ​ | ● | ​ | ● | ​ | ● | ​ | ●
Lewis A. Fanger | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Eric J. Green | ​ | ​ | ​ | Chair | ​ | ​ | ​ | ●
Lynn M. Handler | ​ | ​ | ​ | ​ | ​ | ● | ​ | Chair
Daniel R. Lee | ​ | ​ | ​ | ​ | ​ | ● | ​ | ​
Kathleen M. Marshall | ​ | ● | ​ | ​ | ​ | Chair | ​ | ​
Michael P. Shaunnessy | ​ | Chair | ​ | ● | ​ | ​ | ​ | ​
Committee Meetings in 2024 | ​ | 5 | ​ | 2 | ​ | 5 | ​ | 2

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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:

​

| ● | selects, retains, compensates, oversees and terminates, if necessary, our independent auditors;

| ● | approves all audit engagement fees and terms and pre-approves all audit and permitted non-audit and tax services that may be provided by our independent auditors;

| ● | at least annually, evaluates the qualifications, performance and independence of our independent auditors;

| ● | reviews and discusses with the independent auditors, among other matters, the overall audit strategy and the scope, timing and results of the annual audit, and critical accounting policies and practices to be used in the audit;

| ● | reviews with management and the independent auditors the adequacy and effectiveness of our financial reporting processes, internal control over financial reporting and disclosure controls and procedures;

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| ● | reviews and discusses with the independent auditors and management our annual and quarterly financial statements and the disclosure under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to be included in our annual reports on Form 10-K and our quarterly reports on Form 10-Q;

| ● | reviews, discusses with the independent auditors, and approves the functions of our internal audit department;

| ● | establishes and oversees procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

| ● | reviews and discusses with management and the internal audit department the risks faced by the Company and the policies, guidelines and process by which management assesses and manages such risks, including our major financial and data risk exposures;

| ● | reviews, with the General Counsel and outside legal counsel, legal and regulatory matters that could have a significant impact on our financial statements; and

| ● | reviews, approves and oversees related party transactions.

​

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.

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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:

​

| ● | reviews and determines the corporate goals and objectives of our chief executive officer, or CEO, and all other executive officers and such other employees as the compensation committee may determine from time to time;

| ● | at least annually, evaluates the performance of the CEO and all other executive officers and such other employees as the compensation committee may determine from time to time;

| ● | reviews and approves the compensation of the CEO;

| ● | reviews and approves, or recommends for Board approval where appropriate, the compensation of all other executive officers, and such other employees as the compensation committee may determine from time to time;

| ● | reviews and approves, or recommends for Board approval, individual performance objectives and general compensation goals and guidelines for executive officers and such other employees as the compensation committee may determine from time to time, and the criteria by which bonuses to such executive officers and other employees are determined;

| ● | reviews and approves, or recommends for Board approval, the compensation policy for executive officers and directors, and such other employees as the compensation committee may determine from time to time;

| ● | reviews and annually evaluates our incentive compensation plans and acts as administrator for all of our incentive plans; and

| ● | develops and recommends for Board approval the executive officer succession plan, reviews such succession plan periodically, develops and evaluates potential candidates for executive officer positions and recommends to the Board any changes to and candidates for succession under the succession plan.

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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 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.

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Compensation Committee Interlocks and Insider Participation

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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.

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Compliance Committee

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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.

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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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Nominating and Corporate Governance Committee

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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.

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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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| ● | determines, and periodically reviews, specific, minimum qualifications and characteristics that must be met by a nominee for a position on the Board or on a Board committee;

| ● | determines, and periodically reviews, (i) whether there are any specific qualities or skills that are necessary for one or more directors to possess, (ii) the overall diversity of the Board, and (iii) any other areas that may be expected to contribute to an effective Board;

| ● | identifies, evaluates, proposes, approves and recommends for Board approval nominees for election or appointment to the Board, including nominees for director to be submitted to a stockholder vote at the annual meeting of stockholders;

| ● | evaluates, proposes, and approves any nominations of director candidates validly made by stockholders in accordance with policies and procedures adopted by the Board and applicable laws, rules, and regulations;

| ● | identifies, evaluates, proposes, and approves candidates to fill Board and committee vacancies and review the Board’s committee structure and composition;

| ● | develops, and recommends to the Board for approval, standards for determining when a director has a relationship with the Company that would impair his or her independence;

| ● | develops and recommends to the Board, and reviews at least annually, a set of corporate governance guidelines applicable to us, and recommends changes to the Board as appropriate;

| ● | develops, recommends to the Board for approval, and periodically reviews, the Code of Business Ethics and Conduct, investigates any alleged breach or violation, and enforces the provisions of the Code of Business Ethics and Conduct;

| ● | reviews and oversees our corporate governance practices and procedures; and

| ● | develops, subject to Board approval, a process for periodic evaluation of the Board and other Board committees and oversees the conduct of such evaluations.

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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 2024.

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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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| ● | trading in securities on a short-term basis, excluding transactions required to complete certain stock option exercises;

| ● | purchases of our securities on margin or holding our securities in a margin account;

| ● | short sales of our securities;

| ● | buying or selling puts or calls, or other derivative securities, of our securities;

| ● | pledging our securities as collateral for a loan; and

| ● | hedging or monetizing transactions or similar arrangements 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 2023 or 2024.

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Director Compensation

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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.

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Fees Earned or | ​ | Stock | ​ | ​ | ​
Name | ​ | Paid in Cash | ​ | Awards(1) | ​ | Total
Kenneth R. Adams(2) | ​ | $ | 17,742 | ​ | $ | 75,000 | ​ | $ | 92,742
Carl G. Braunlich | ​ |  | 75,000 | ​ |  | 75,000 | ​ |  | 150,000
Eric J. Green | ​ | ​ | 62,000 | ​ | ​ | 75,000 | ​ | ​ | 137,000
Lynn M. Handler | ​ | ​ | 65,583 | ​ | ​ | 75,000 | ​ | ​ | 140,583
Michael A. Hartmeier(3) | ​ | ​ | 26,129 | ​ | ​ | 75,000 | ​ | ​ | 101,129
Kathleen M. Marshall | ​ | ​ | 52,500 | ​ | ​ | 75,000 | ​ | ​ | 127,500
Michael P. Shaunnessy | ​ | ​ | 67,500 | ​ | ​ | 75,000 | ​ | ​ | 142,500

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(1) | The amounts shown in this column represent the aggregate grant date fair value of awards for the fiscal year ended December 31, 2024, calculated in accordance with FASB ASC Topic 718. For a discussion of the valuation assumptions used in the calculation of these amounts, please see Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.

(2) | Mr. Adams retired from the Board at our 2024 annual meeting of stockholders.

(3) | Mr. Hartmeier retired from the Board on June 7, 2024.

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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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​ | ​ | ​ | ​ | ​
Name | ​ | Age | ​ | Position
Daniel R. Lee | ​ | 68 | ​ | Director, President and Chief Executive Officer
Lewis A. Fanger | ​ | 47 | ​ | Director, Senior Vice President, Chief Financial Officer and Treasurer
John Ferrucci | ​ | 74 | ​ | Senior Vice President and Chief Operating Officer
Elaine L. Guidroz | ​ | 47 | ​ | Senior Vice President, Secretary and General Counsel

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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.

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

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| ● | Under the 2015 Equity Incentive Plan, as amended from time to time (the “2015 Plan”), and the 2025 Equity Incentive Plan if approved by stockholders at the annual meeting, a double-trigger is required for early vesting of equity and related grants in connection with a change in control. All unvested options that are currently outstanding were issued from the 2015 Plan.

| ● | We use a formula-based, pay-for-performance approach to management bonuses. Since 2017, our bonus criteria have focused on achievement of a variety of performance goals, including return on invested capital, Adjusted EBITDA, discretionary free cash flow per share, growth rates in performance metrics, and individual goals.

| ● | Maintenance of a clawback policy, which applies to both cash and stock-based awards.

| ● | In 2021, the Board approved stock ownership guidelines for our management team and our Board.

| ● | In 2024, we again retained an independent third party to provide recommendations regarding our executive compensation.

| ● | The 2015 Plan (and the 2025 Equity Incentive Plan, if approved by stockholders at the annual meeting) prohibits the repricing or exchange of equity-based grants without stockholder approval.

| ● | The compensation committee is comprised entirely of independent directors.

| ● | We prohibit the hedging of our securities by members of our Board, our officers, and other insiders.

| ● | We prohibit the purchase of our securities on margin or the holding of our securities in a margin account.

| ● | We prohibit the pledging of our securities as collateral for a loan.

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

| ● | We completed the phased opening of American Place’s temporary casino, located in Waukegan, Illinois. American Place opened its final amenity, North Shore Steaks & Seafood, in February 2024.

| ● | We completed the phased opening of Chamonix Casino Hotel, our destination casino located in Cripple Creek, Colorado in October 2024. Chamonix includes a modern casino, 300-guestroom hotel, parking garage, rooftop pool, jewelry store, spa, and convention and meeting facilities.

| ● | Total revenue increased to $292.1 million in 2024, a 21.2% increase from $241.1 million in the prior year.

| ● | American Place’s revenue rose 42.4% in 2024, increasing to $109.7 million in 2024 from $77.0 million in 2023.

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| ● | Revenue from our Colorado operations, which consists of Chamonix and Bronco Billy’s, increased 159.9% in 2024. With Chamonix now fully open, our team is now focused on sustainable growth and overall profitability at our two Colorado properties.

| ● | At December 31, 2024, the five-year and ten-year shareholder returns for our stock were 21.8% and 191.4%, respectively.

| ● | At March 31, 2025, the five-year and ten-year shareholder returns for our stock were 234.4% and 176.8%, respectively.

| ● | From November 28, 2014, the date that Mr. Lee became our Chief Executive Officer, through March 31, 2025, the Company’s stock price has increased 234.4%.

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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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​ | ​ | ​
Title | ​ | Multiple of Base Salary
Chief Executive Officer | ​ | 5x
Chief Financial Officer | ​ | 3x
Other Named Executive Officers | ​ | 2x
Independent Directors | ​ | 2x Annual Cash Retainer

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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 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.

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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 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.

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

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​ | ​ | ​ | ​ | ​ | ​ | ​
Named Executive Officer | ​ | Threshold | ​ | Target | ​ | Maximum
All NEOs | ​ | $50 Million | ​ | $70 Million | ​ | $80 Million

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

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​ | ​ | ​ | ​ | ​ | ​ | ​
Named Executive Officer | ​ | Threshold | ​ | Target | ​ | Maximum
Daniel R. Lee | ​ | 25% | ​ | 80% | ​ | 175%
Lewis A. Fanger | ​ | 25% | ​ | 75% | ​ | 125%
John Ferrucci | ​ | 25% | ​ | 75% | ​ | 100%

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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.

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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:

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​ | ​ | ​ | ​ | ​ | ​ | ​
Named Executive Officer | ​ | Threshold | ​ | Target | ​ | Maximum
Daniel R. Lee | ​ | 10% | ​ | 40% | ​ | 40%
Lewis A. Fanger | ​ | 10% | ​ | 20% | ​ | 30%
John Ferrucci | ​ | 10% | ​ | 20% | ​ | 30%

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Independent Compensation Study

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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.

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Equity Awards

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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:

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| ● | In connection with his employment agreement dated December 31, 2020, Mr. Lee was issued 58,252 performance-based shares on January 2, 2024, with the vesting of such shares based on the compounded annual growth rate of the Company’s Adjusted EBITDA and Free Cash Flow Per Share, as defined, for the three-year periods ending December 31, 2024, December 31, 2025, and December 31, 2026.

| ● | Mr. Fanger was issued 53,125 performance-based shares on May 8, 2024, with vesting conditions similar to those of Mr. Lee’s January 2024 grant described above.

| ● | Mr. Ferrucci was issued 20,000 performance-based shares on May 8, 2024, with vesting conditions similar to those of Mr. Lee’s January 2024 grant described above.

| ● | Mr. Lee was issued 64,935 performance-based shares on January 2, 2025, with the vesting of such shares based on the compounded annual growth rate of the Company’s Adjusted EBITDA and Free Cash Flow Per Share, as defined, for the three-year periods ending December 31, 2025, December 31, 2026, and December 31, 2027.

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.

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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:

| ● | In connection with his employment agreement dated December 31, 2020, on January 2, 2024, Mr. Lee received a non-qualified stock option to purchase 87,822 shares of common stock pursuant to the 2015 Plan at an exercise price per share of $5.15, the closing price of our stock on that day. This stock option grant will vest with respect to 1/3 of the total number of shares underlying the stock option on each anniversary of January 2, 2024. Also in connection with his employment agreement, on January 2, 2025, the Compensation Committee approved an option grant to Mr. Lee to purchase a total of 97,267 shares at an exercise price of $4.62 per share, the closing price of our stock on that day. This stock option grant will vest with respect to 1/3 of the total number of shares underlying the stock option on each anniversary of January 2, 2025.

| ● | Mr. Fanger was issued 53,125 shares of time-based restricted stock that vest in equal annual amounts on May 8, 2025, 2026 and 2027.

| ● | Mr. Ferrucci was issued 20,000 shares of time-based restricted stock that vest in equal annual amounts on May 8, 2025, 2026 and 2027.

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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 for the two years ended 2024.

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Name and | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Non-Equity | ​ | All | ​ | ​ | ​
Principal | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Stock | ​ | Option | ​ | Incentive Plan | ​ | Other | ​ | ​ | ​
Positions | ​ | Year | ​ | Salary | ​ | Bonus | ​ | Awards(1)(2) | ​ | Awards(2) | ​ | Compensation | ​ | Compensation(3) | ​ | Total
Daniel R. Lee | ​ | 2024 | ​ | $ | 600,000 | ​ | $ | 240,000 | ​ | $ | 299,998 | ​ | $ | 300,000 | ​ | $ | — | ​ | $ | 46,753 | ​ | $ | 1,486,751
Director, | ​ | 2023 | ​ | ​ | 600,000 | ​ | ​ | — | ​ | ​ | 300,003 | ​ | ​ | 299,999 | ​ | ​ | — | ​ | ​ | 48,008 | ​ | ​ | 1,248,010
President and | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Chief Executive | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Officer | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Lewis A. Fanger | ​ | 2024 | ​ | ​ | 425,000 | ​ | ​ | 127,500 | ​ | ​ | 531,250 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 10,397 | ​ | ​ | 1,094,147
Director, Senior | ​ | 2023 | ​ | ​ | 425,000 | ​ | ​ | — | ​ | ​ | 265,623 | ​ | ​ | 265,629 | ​ | ​ | — | ​ | ​ | 10,097 | ​ | ​ | 966,349
Vice President, | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Chief Financial | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Officer and | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Treasurer | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
John Ferrucci | ​ | 2024 | ​ | ​ | 400,000 | ​ | ​ | — | ​ | ​ | 200,000 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 600,000
Senior Vice | ​ | 2023 | ​ | ​ | 400,000 | ​ | ​ | — | ​ | ​ | 100,004 | ​ | ​ | 100,000 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 600,004
President, | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
and Chief | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating Officer | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​

__________

(1) | Amounts include grants that vest based on specified performance criteria and reflect 100% of the aggregate grant date fair value.

(2) | Amounts reflect the grant date fair value of equity awards calculated in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions used in calculation of these amounts, see Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for each of the years ended December 31, 2024 and 2023.

(3) | For 2024, this amount includes $22,117 for life and disability insurance, $17,737 for health care and related costs, and $6,900 in 401(k) matching contributions, in each case paid on behalf of Mr. Lee; and $3,497 for life and disability insurance and $6,900 in 401(k) matching contributions, in each case paid on behalf of Mr. Fanger.

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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.

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Option Awards (a) | ​ | Stock Awards (a)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Equity
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Incentive
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Equity | ​ | Plan
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Incentive | ​ | Awards:
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Plan | ​ | Market or
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Awards: | ​ | Payout
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Number of | ​ | Value of
​ | ​ | ​ | ​ | Number of | ​ | Number of | ​ | ​ | ​ | ​ | ​ | Unearned | ​ | Unearned
​ | ​ | ​ | ​ | Securities | ​ | Securities | ​ | ​ | ​ | ​ | ​ | Shares, | ​ | Shares,
​ | ​ | ​ | ​ | Underlying | ​ | Underlying | ​ | ​ | ​ | ​ | ​ | Units or | ​ | Units or
​ | ​ | ​ | ​ | Unexercised | ​ | Unexercised | ​ | Option | ​ | Option | ​ | Other Rights | ​ | Other Rights
​ | ​ | Grant | ​ | Options (#) | ​ | Options (#) | ​ | Exercise | ​ | Expiration | ​ | That Have | ​ | That Have
Name | ​ | Date | ​ | Exercisable | ​ | Not Exercisable | ​ | Price ($) | ​ | Date | ​ | Not Vested (#) | ​ | Not Vested ($)
Daniel R. Lee | ​ | 5/10/2016 | ​ | 100,000 | ​ | ― | ​ | ​ | 1.70 | ​ | 5/10/2026 | ​ | ― | ​ | ​ | ― | ​
​ | ​ | 5/24/2017 | ​ | 240,000 | ​ | ― | ​ | ​ | 2.32 | ​ | 5/24/2027 | ​ | ― | ​ | ​ | ― | ​
​ | ​ | 9/10/2019 | ​ | 100,000 | ​ | ― | ​ | ​ | 1.97 | ​ | 9/10/2029 | ​ | ― | ​ | ​ | ― | ​
​ | ​ | 6/11/2020 | ​ | 100,000 | ​ | ― | ​ | ​ | 1.73 | ​ | 6/11/2030 | ​ | ― | ​ | ​ | ― | ​
​ | ​ | 1/7/2021 | ​ | 124,120 | ​ | ― | ​ | ​ | 3.93 | ​ | 1/7/2031 | ​ | ― | ​ | ​ | ― | ​
​ | ​ | 1/3/2022 | ​ | 27,959 | ​ | 13,980 | (b) | ​ | 11.82 | ​ | 1/3/2032 | ​ | 8,460 | (c) | ​ | 34,517 | (d)
​ | ​ | 1/3/2023 | ​ | 20,859 | ​ | 41,719 | (e) | ​ | 7.40 | ​ | 1/3/2033 | ​ | 27,028 | (f) | ​ | 110,274 | (d)
​ | ​ | 1/2/2024 | ​ | ― | ​ | 87,822 | (g) | ​ | 5.15 | ​ | 1/2/2034 | ​ | 58,252 | (h) | ​ | 237,668 | (d)
Lewis A. Fanger | ​ | 1/30/2015 | ​ | 204,329 | ​ | ― | ​ | ​ | 1.37 | ​ | 1/30/2025 | ​ | ― | ​ | ​ | ― | ​
​ | ​ | 5/10/2016 | ​ | 50,000 | ​ | ― | ​ | ​ | 1.70 | ​ | 5/10/2026 | ​ | ― | ​ | ​ | ― | ​
​ | ​ | 5/22/2017 | ​ | 25,000 | ​ | ― | ​ | ​ | 2.32 | ​ | 5/22/2027 | ​ | ― | ​ | ​ | ― | ​
​ | ​ | 5/17/2019 | ​ | 100,000 | ​ | ― | ​ | ​ | 2.23 | ​ | 5/17/2029 | ​ | ― | ​ | ​ | ― | ​
​ | ​ | 6/11/2020 | ​ | 50,000 | ​ | ― | ​ | ​ | 1.73 | ​ | 6/11/2030 | ​ | ― | ​ | ​ | ― | ​
​ | ​ | 5/19/2021 | ​ | 16,500 | ​ | ― | ​ | ​ | 9.52 | ​ | 5/19/2031 | ​ | ― | ​ | ​ | ― | ​
​ | ​ | 5/19/2022 | ​ | 41,725 | ​ | 20,863 | (i) | ​ | 6.75 | ​ | 5/19/2032 | ​ | 13,117 | (c) | ​ | 53,517 | (d)
​ | ​ | 5/18/2023 | ​ | 18,466 | ​ | 36,931 | (j) | ​ | 7.40 | ​ | 5/18/2033 | ​ | 23,930 | (k) | ​ | 97,634 | (d)
​ | ​ | 5/8/2024 | ​ | ― | ​ | ― | ​ | ​ | ― | ​ | ― | ​ | 106,250 | (l) | ​ | 433,500 | (d)
John Ferrucci | ​ | 9/10/2019 | ​ | 30,000 | ​ | ― | ​ | ​ | 1.97 | ​ | 9/10/2029 | ​ | ― | ​ | ​ | ― | ​
​ | ​ | 6/11/2020 | ​ | 30,000 | ​ | ― | ​ | ​ | 1.73 | ​ | 6/11/2030 | ​ | ― | ​ | ​ | ― | ​
​ | ​ | 5/19/2021 | ​ | 30,000 | ​ | ― | ​ | ​ | 9.52 | ​ | 5/19/2031 | ​ | ― | ​ | ​ | ― | ​
​ | ​ | 3/14/2022 | ​ | 33,333 | ​ | 16,667 | (m) | ​ | 8.72 | ​ | 3/14/2032 | ​ | 1,911 | (c) | ​ | 7,797 | (d)
​ | ​ | 5/19/2022 | ​ | 20,000 | ​ | 10,000 | (i) | ​ | 6.75 | ​ | 5/19/2032 | ​ | ― | ​ | ​ | ― | ​
​ | ​ | 5/18/2023 | ​ | 6,952 | ​ | 13,903 | (j) | ​ | 7.40 | ​ | 5/18/2033 | ​ | 9,009 | (n) | ​ | 36,757 | (d)
​ | ​ | 5/8/2024 | ​ | ― | ​ | ― | ​ | ​ | ― | ​ | ― | ​ | 40,000 | (o) | ​ | 163,200 | (d)

__________

(a) | The option and stock awards were granted pursuant to the 2015 Plan, except for certain option awards granted as inducement awards outside of the stockholder-approved plans to Mr. Fanger upon his hiring (see the Equity Compensation Plan Information table below).

(b) | The vesting date of the remaining options is January 3, 2025.

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(c) | In March 2025, these performance shares were cancelled, as the Compensation Committee determined that the performance criteria related to our operations in 2024 were not satisfied.

(d) | The market value reported reflects the number of unvested shares of restricted stock multiplied by $4.08 per share, the closing price of our common stock on Nasdaq on December 31, 2024, the last business day of fiscal 2024.

(e) | The vesting dates of the remaining options are January 3, 2025 and January 3, 2026.

(f) | In March 2025, 13,514 of these performance shares were cancelled, as the Compensation Committee determined that the performance criteria related to our operations in 2024 were not satisfied. The vesting date of the remaining restricted stock is January 3, 2026, subject to the achievement of certain performance-based criteria, including annual growth rates of EBITDA and free cash flow per share.

(g) | The options vest in three equal annual installments beginning on January 2, 2025.

(h) | In March 2025, 19,417 of these performance shares were cancelled, as the Compensation Committee determined that the performance criteria related to our operations in 2024 were not satisfied. The vesting dates of the remaining restricted stock are January 2, 2026 and January 2, 2027, subject to the achievement of certain performance-based criteria, including annual growth rates of EBITDA and free cash flow per share.

(i) | The vesting date of the remaining options is May 19, 2025.

(j) | The vesting date of the remaining options are May 18, 2025 and May 18, 2026.

(k) | In March 2025, 11,965 of these performance shares were cancelled, as the Compensation Committee determined that the performance criteria related to our operations in 2024 were not satisfied. The vesting date of the remaining restricted stock is May 18, 2026, subject to the achievement of certain performance-based criteria, including annual growth rates of EBITDA and free cash flow per share.

(l) | Half of such total are time-based restricted shares that vest in three equal annual installments beginning on May 8, 2025, and the other half are performance shares. In March 2025, 17,708 of these performance shares were cancelled, as the Compensation Committee determined that the performance criteria related to our operations in 2024 were not satisfied. The vesting dates of the remaining performance shares are May 8, 2026 and May 8, 2027, subject to the achievement of certain performance-based criteria, including annual growth rates of EBITDA and free cash flow per share.

(m) | The vesting date of the remaining options is March 14, 2025.

(n) | In March 2025, 4,504 of these performance shares were cancelled, as the Compensation Committee determined that the performance criteria related to our operations in 2024 were not satisfied. The vesting date of the remaining restricted stock is May 18, 2026, subject to the achievement of certain performance-based criteria, including annual growth rates of EBITDA and free cash flow per share.

(o) | Half of such total are time-based restricted shares that vest in three equal annual installments beginning on May 8, 2025, and the other half are performance shares. In March 2025, 6,667 of these performance shares were cancelled, as the Compensation Committee determined that the performance criteria related to our operations in 2024 were not satisfied. The vesting dates of the remaining performance shares are May 8, 2026 and May 8, 2027, subject to the achievement of certain performance-based criteria, including annual growth rates of EBITDA and free cash flow per share.

​

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Equity Compensation Plan Information

​

The following table sets forth certain information as of December 31, 2024, about our equity compensation plans under which our equity securities are authorized for issuance.

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | (a) | ​ | (b) | ​ | (c)
​ | ​ | ​ | ​ | ​ | ​ | ​ | Number of securities
​ | ​ | ​ | ​ | ​ | ​ | ​ | remaining available for
​ | ​ | Number of securities to be | ​ | Weighted-average | ​ | future issuance under
​ | ​ | issued upon exercise of | ​ | exercise price of | ​ | equity compensation plan
​ | ​ | outstanding options, | ​ | outstanding options, | ​ | (excluding securities
Plan Category | ​ | warrants and rights | ​ | warrants and rights(1) | ​ | reflected in column (a))
Equity compensation plans approved by security holders(2) | ​ | 3,159,499(3) | ​ | $ | 4.22 | ​ | 133,962
Equity compensation plans not approved by security holders(4) | ​ | 232,464 | ​ | ​ | 1.37 | ​ | —
Total | ​ | 3,391,963 | ​ | $ | 4.01 | ​ | 133,962

__________

(1) | Weighted-average exercise price does not include outstanding restricted shares or performance shares, which are exercisable for zero consideration.

(2) | These shares were available for future issuance under our 2015 Plan. As of March 18, 2025, there were 35,000 shares of common stock available for future issuance under the 2015 Plan.

(3) | Includes outstanding options to purchase shares, outstanding and unvested restricted shares, and outstanding and unvested performance shares issued under our 2015 Plan.

(4) | Reflects equity awards granted as standalone “employee inducement awards” outside of the 2015 Plan, as part of their recruitment for positions within the Company.

​

Retirement Benefits

​

The named executive officers are eligible to participate in our retirement program on the same terms as generally available to substantially all of our full-time employees. This retirement program consists of a 401(k) plan and matching contributions.

​

Employment Agreements

​

Daniel R. Lee

​

On December 31, 2020, we entered into a new employment agreement with Mr. Lee pursuant to which Mr. Lee serves as our Chief Executive Officer (the “Lee Employment Agreement”). The Lee Employment Agreement was effective as of December 31, 2020, and expires on December 31, 2025, unless earlier terminated.

​

The Lee Employment Agreement currently provides for an annual base salary of $600,000. Under the terms of the Lee Employment Agreement, we will endeavor to pay Mr. Lee a base salary within the 50th percentile of chief executive officers for public companies that are identified as peer companies reasonably chosen by the compensation committee. The Lee Employment Agreement also provides the opportunity to earn cash bonuses, including Specific Milestone Bonuses and Annual Bonuses (as defined in the Lee Employment Agreement). Pursuant to the Lee Employment Agreement, Mr. Lee is entitled to (i) participate in customary health, welfare and fringe benefit plans at our sole expense, and (ii) company-paid life insurance and long-term disability policies, each covering $600,000.

​

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Lewis A. Fanger

​

On May 19, 2022, we entered into a new employment agreement with Mr. Fanger pursuant to which Mr. Fanger continues to serve as our Senior Vice President, Chief Financial Officer and Treasurer through May 19, 2025 (the “Fanger Employment Agreement”).

​

The Fanger Employment Agreement currently provides for an annual base salary of $425,000 and his appointment to the Board. He also has an opportunity to earn an annual discretionary cash performance bonus, based on the achievement of individual and Company-based performance criteria established by our Board or compensation committee in consultation with the Chief Executive Officer, as applicable. In addition, Mr. Fanger is entitled to (i) participate in customary health, welfare and employee benefit plans on the same basis as they are available to other senior executives, and (ii) Company-paid life insurance and long-term disability policies, each covering $425,000.

​

John Ferrucci

​

On April 11, 2022, we entered into an employment agreement with Mr. Ferrucci, pursuant to which Mr. Ferrucci serves as our Senior Vice President and Chief Operating Officer (the “Ferrucci Employment Agreement”). The Ferrucci Employment Agreement expires on April 11, 2025, unless earlier terminated. On May 9, 2024, we entered into a First Amendment to Employment Agreement (the “Amendment”) with Mr. Ferrucci, which amends the Employment Agreement dated April 11, 2022 between us and Mr. Ferrucci. Pursuant to the Amendment, Mr. Ferrucci will continue to serve as our Chief Operating Officer until April 11, 2025, and thereafter, shall be engaged as an independent contractor for a period of one year ending on April 11, 2026. As a result of the Amendment, 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.

​

The Ferrucci Employment Agreement currently provides for an annual base salary of $400,000, and an opportunity to earn an annual cash bonus in an amount determined at the discretion of our Board or the compensation committee in consultation with the Chief Executive Officer. In addition, pursuant to the Ferrucci Employment Agreement, Mr. Ferrucci is also entitled to (i) participate in customary health, welfare and employee benefit plans on the same basis as they are available to other senior executives, and (ii) Company-paid life insurance and long-term disability policies, each covering $400,000.

​

​

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Payments Upon Termination

​

Upon termination of the employment of Mr. Lee, Mr. Fanger or Mr. Ferrucci (each, an “Executive”) for any reason, he will be entitled to receive all earned but unpaid salary, accrued but unused vacation benefits, and unpaid expenses through the termination date. In addition, the Lee Employment Agreement, the Fanger Employment Agreement and the Ferrucci Employment Agreement provide for the following payments and benefits in the event of termination of the Executive’s employment for the following reasons:

​

Termination without Cause or by Executive for Good Reason

​

| ● | For Mr. Lee, (a) cash severance in an amount equal to one-year’s base salary plus his target bonus, payable in substantially equal installments in accordance with our normal payroll procedures; (b) a pro rata bonus for the year in which the termination occurs, to be paid immediately following the filing of our Annual Report on Form 10-K for that year on the basis of what would have been paid had Mr. Lee been employed for the entire year; and (c) continued health, life and disability insurance coverage for the period set forth therein.

| ● | For Mr. Fanger and Mr. Ferrucci, cash severance in aggregate amount equal to (i) a pro-rata annual bonus equal to the average of the cash portion of any bonuses earned in the immediately preceding two years; and (ii) one year’s base salary payable in substantially equal installments for one year after the termination date in accordance with our normal payroll procedures or, if the termination occurs within six months following a Change in Control that constitutes a “change in control event” within the meaning of Section 409A, payable in a lump sum;

| ● | For Mr. Fanger and Mr. Ferrucci, any unpaid annual bonus for the calendar year prior to the year of termination, payable in a lump sum on the same date that bonuses are paid to our other senior executives, but no later than March 15 of the year following termination;

| ● | Company-paid health benefits coverage for the Executive and his or her dependents and life and disability insurance coverage for the Executive for one year after the termination date (in the case of Mr. Lee, until the later of December 31, 2025 and the first anniversary of the termination date), unless covered by another group health plan or group disability plan; and

| ● | Full accelerated vesting of all outstanding stock options held by the Executive on the termination dates.

​

Definitions

​

“Cause” under the Lee Employment Agreement, the Fanger Employment Agreement and the Ferrucci Employment Agreement means:

​

| i. | Failure to Perform Duties. If the Executive neglects to perform the material duties of his or her employment in a professional and businesslike manner after having received written notice specifying such failure to perform and after the expiration of a period providing a reasonable opportunity to perform such duties.

| ii. | Willful Breach. If the Executive willfully commits a material breach of the agreement or a material willful breach of his or her fiduciary duty to us.

| iii. | Wrongful Acts. If the Executive is convicted of a felony involving acts of moral turpitude (for Mr. Lee, any felony or a plea of nolo contendere (or similar plea)) or commits fraud, misrepresentation, embezzlement or other acts of material misconduct against us (including violating or condoning the violation of any material rules or regulations of gaming authorities which could have a material adverse effect on us).

| iv. | Disability. If the Executive is physically or mentally disabled from the performance of a major portion of his or her duties for a continuous period of 120 days or greater.

| v. | Failure To Be Licensed. If the Executive fails to be licensed in all jurisdictions in which we or our subsidiaries have gaming facilities by the required date, or if any of such licenses are revoked or suspended.

| vi. | Executive dies.

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“Good Reason” means:

​

| i. | Lee Employment Agreement. “Good Reason” means (a) a material breach of the agreement by us (including any material reduction in Mr. Lee’s authority or duties), or any relocation of Mr. Lee’s principal place of business outside the greater Las Vegas metropolitan areas (without his consent) and our failure to remedy such breach within thirty days after written notice; (b) a termination of employment by Mr. Lee for any reason within thirty (30) days following a Board Stalemate, where a “Board Stalemate” occurs if, during the term, (i) Mr. Lee nominates up to two existing Board members to serve as Chairman of the Board and the Board fails to appoint (determined in accordance with our Bylaws) either of Mr. Lee’s nominees and (ii) thereafter, Mr. Lee nominates himself to serve as Chairman of the Board and the Board fails to appoint (determined in accordance with our Bylaws) Mr. Lee as Chairman; (c) if insufficient shares are available under the 2015 Plan to be issued as equity incentive grants, the failure of us and Mr. Lee to agree in good faith to an equitable substitute compensation if our stockholders do not approve an amendment to the 2015 Plan to increase the authorized shares under the 2015 Plan; or (d) a requirement that Mr. Lee report to a corporate officer or employee of ours instead of reporting directly to the Board (or if we have a parent corporation, a requirement that Mr. Lee report to any individual or entity other than the board of our ultimate parent corporation).

| ii. | Fanger Employment Agreement. “Good Reason” means a material breach of the agreement by us (including any material reduction in the compensation, authority or duties of the Executive in which the Executive no longer holds his title of a publicly-held company), or in which he can no longer maintain an office at our principal place of business in the greater Las Vegas metropolitan areas (without his consent), and if we fail to remedy such breach within thirty days after written notice.

| iii. | Ferrucci Employment Agreement. “Good Reason” means a material breach of the agreement by us (including any material reduction in the compensation, authority or duties of the Executive in which the Executive no longer holds his title of a publicly-held company) and if we fail to remedy such breach within thirty days after written notice.

​

“Change in Control” under the Lee Agreement means:

​

| i. | the direct or indirect acquisition by any person or related group of persons (other than an acquisition from or by us or by a Company-sponsored employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is under common control with, us) of beneficial ownership of securities possessing more than 50% of the total combined voting power of our outstanding securities pursuant to a tender or exchange offer made directly to our stockholders which a majority of the Continuing Directors who are not Affiliates or Associates of the offer or do not recommend such stockholders accept;

| ii. | a change in the composition of the Board over a period of twelve months or less such that a majority of the Board members (rounded up to the next whole number) ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who are Continuing Directors;

| iii. | the sale, transfer or other disposition of all or substantially all of our assets;

| iv. | any merger, consolidation or other similar Change in Control (or series of related transactions) involving us unless the holders of the majority of the total combined voting power of our securities outstanding immediately prior to such merger, consolidation or other transaction possess more than 50% of the total combined voting power of the securities of the surviving entity that are outstanding immediately after such merger, consolidation or other Change in Control; or

| v. | our dissolution or liquidation.

​

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Termination due to Death or Disability

​

Upon termination of employment of Mr. Lee due to death or disability, in addition to benefits under the life and long-term disability insurance policies, as applicable, Mr. Lee or his estate shall receive an amount equal to one year’s salary at the then-current rate, to be paid at monthly intervals. Mr. Lee or his estate shall also be paid a pro rata bonus for the current year, to be paid not more than 15 days following the filing of our Annual Report on Form 10-K for the applicable year. In all cases, these amounts will be satisfied first through the payment of the insurance policies provided by us pursuant to the Lee Employment Agreement, and if the insurance policies are insufficient to satisfy the amounts owed, then we shall be liable for the remainder. Upon termination of employment of Mr. Fanger or Mr. Ferrucci due to death or disability, in addition to benefits under the life and long-term disability insurance policies, as applicable, they will be entitled to accelerated vesting of all outstanding stock options held on the termination date that would have vested over the one-year period immediately following the termination date had the stock option continued to vest in accordance with its terms. In the case of Mr. Lee, all vested and outstanding stock options held by him on the termination date may be exercised, however, the unvested portion of each stock option will terminate.

​

Termination for Cause

​

Upon termination for Cause, each Executive will be entitled to exercise any vested options. Each Executive’s right to receive the severance payments and benefits (either in connection with a Change in Control or outside the Change in Control context) described above is subject to the delivery of an effective mutual general release of claims. Each of the employment agreements with our Executives contains confidentiality, non-solicitation, non-hire and non-competition provisions.

​

Subject to exceptions or conditions in the Lee Employment Agreement, (i) upon a termination of Mr. Lee’s employment for Cause or by Mr. Lee without Good Reason the non-competition covenant will continue to apply for one year, (ii) upon a termination of Mr. Lee’s employment without Cause or by Mr. Lee with Good Reason the non-competition covenant will continue to apply for six months; and (iii) upon termination of Mr. Lee’s employment for any reason, the non-hire covenant will continue to apply for one year. Upon a termination of Mr. Fanger’s or Mr. Ferrucci’s employment for Cause or by them without Good Reason, the non-competition and non-hire covenants will continue to apply for one year, subject to exceptions or conditions in the Fanger Employment Agreement or the Ferrucci Employment Agreement, respectively.

​

Upon a termination of Executive’s employment for any reason (or after the term of each Executive’s employment agreement), the non-solicitation covenant will continue to apply for one year.

​

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CEO Pay Ratio Disclosure

​

As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K under the Exchange Act (“Regulation S-K”), we are providing the following information about the relationship of the annual total compensation of Mr. Lee, our President and Chief Executive Officer, and the annual total compensation of our median employee. Using the methodology described below, we determined that the total annual compensation of our median employee, excluding our Chief Executive Officer, was $29,748. The annual total compensation of our Chief Executive Officer was $1,486,751. Based upon the calculation of compensation for both our Chief Executive Officer and our median employee, the ratio of Chief Executive Officer pay to median employee pay for 2024 was 50-to-1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

​

To identify the annual total compensation of our median employee, we took the following steps:

| ● | We identified our median employee using payroll compensation consistent with what is reported on each employee’s W-2, Box 1 as of December 31, 2024 for all individuals, excluding our Chief Executive Officer, who were employed by us on such date. There were 2,039 total employees in such group, excluding our Chief Executive Officer. Total annual compensation was calculated using all pay periods between January 1, 2024 and December 31, 2024.

| ● | We did not make any assumptions or estimates with respect to total annual compensation.

| ● | In accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, we then calculated the total annual compensation for the median employee for 2024. We compared such amount to the annual total compensation of our Chief Executive Officer for 2024, as set forth in the “Total” column of the Summary Compensation Table included in this proxy statement.

Because the SEC rules for identifying the median of the annual total compensation of a company’s employees and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies may have employees in other countries, have different employee populations and compensation practices, and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.

​

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PAY VERSUS PERFORMANCE

​

The following information provides detail on the relationship between executive compensation actually paid and certain financial performance metrics. For additional information on how the Company aligns executive compensation with Company performance, see “Executive Compensation ─ Annual Incentive Awards.”

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pay Versus Performance
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Value of | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $100 | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Initial | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Investment | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Based on: | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Average | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Summary | ​ | Average | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Compensation | ​ | Compensation | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Table Total | ​ | Actually Paid | ​ | ​ | ​ | ​ | ​
​ | ​ | Summary | ​ | ​ | ​ | ​ | for Non-CEO | ​ | to Non-CEO | ​ | ​ | ​ | ​ | ​
​ | ​ | Compensation | ​ | Compensation | ​ | Named | ​ | Named | ​ | Total | ​ | ​
​ | ​ | Table Total for | ​ | Actually Paid | ​ | Executive | ​ | Executive | ​ | Shareholder | ​ | Net Loss
Year | ​ | CEO | ​ | to CEO(1) | ​ | Officers(2) | ​ | Officers(3) | ​ | Return(4) | ​ | (in thousands)
2024 | ​ | $ | 1,486,751 | ​ | $ | 1,037,677 | ​ | $ | 847,074 | ​ | $ | 572,118 | ​ | $ | 33.69 | ​ | $ | (40,672)
2023 | ​ | ​ | 1,248,010 | ​ | ​ | 841,840 | ​ | ​ | 783,176 | ​ | ​ | 550,263 | ​ | ​ | 136.64 | ​ | ​ | (24,904)
2022 | ​ | ​ | 1,486,529 | ​ | ​ | 61,781 | ​ | ​ | 1,052,463 | ​ | ​ | 743,139 | ​ | ​ | 191.35 | ​ | ​ | (14,804)

__________

(1) | Compensation actually paid to Mr. Lee for each of the fiscal years reported is calculated as follows:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 2024 | ​ | 2023 | ​ | 2022
Total compensation reported in Summary Compensation Table | ​ | $ | 1,486,751 | ​ | $ | 1,248,010 | ​ | $ | 1,486,529
Less: Grant date fair value of equity awarded in current year(a) | ​ | ​ | (599,998) | ​ | ​ | (600,002) | ​ | ​ | (600,001)
Plus: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Fair value as of December 31 of awards granted during and outstanding at the end of the fiscal year | ​ | ​ | 381,866 | ​ | ​ | 416,495 | ​ | ​ | 363,541
Change in fair value of outstanding awards granted in prior fiscal years(b) | ​ | ​ | (75,655) | ​ | ​ | (208,454) | ​ | ​ | (775,963)
Vesting date fair value of equity awards granted and vested during the fiscal year | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Change in fair value of awards granted in prior fiscal years and vested during the covered fiscal year(c) | ​ | ​ | (37,287) | ​ | ​ | (14,209) | ​ | ​ | (412,325)
Earnings paid on unvested awards for dividends or other earnings | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Less: Fair value as of December 31 of awards granted in prior fiscal years that did not meet vesting conditions | ​ | ​ | (118,000) | ​ | ​ | — | ​ | ​ | —
Compensation actually paid(d) | ​ | $ | 1,037,677 | ​ | $ | 841,840 | ​ | $ | 61,781

__________

| (a) | Includes time-based options and performance-based restricted shares, which do not vest during the fiscal year awarded.

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| (b) | Change in fair value from December 31 of the covered fiscal year compared to December 31 of the prior fiscal year. Each performance share included as part of the calculation represents a contingent right to receive one share of common stock, subject to satisfaction of certain performance metrics and vesting requirement. Amounts reported assume the performance metrics will be achieved at the target performance level, which is the most probable outcome as of the end of the fiscal year, unless otherwise noted. Interim values based on assumption of the most probable outcome may not ultimately reflect actual payouts.

| (c) | Change in fair value from vesting date compared to December 31 of the prior fiscal year.

| (d) | The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

(2) | Named Executive Officers in the calculation for each of the fiscal years reported are as follows:

​ | ​ | ​
Year | ​ | Non-CEO NEOs
2022 - 2024 | ​ | Lewis A. Fanger and John Ferrucci

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(3) | Average compensation actually paid to non-CEO named executive officers reported on an average basis is calculated as follows:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 2024 | ​ | 2023 | ​ | 2022
Total compensation reported in Summary Compensation Table | ​ | $ | 847,074 | ​ | $ | 783,176 | ​ | $ | 1,052,463
Less: Grant date fair value of equity awarded in current year(a) | ​ | ​ | (365,625) | ​ | ​ | (365,628) | ​ | ​ | (490,439)
Plus: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Fair value as of December 31 of awards granted during and outstanding at the end of the fiscal year | ​ | ​ | 248,625 | ​ | ​ | 254,590 | ​ | ​ | 515,450
Change in fair value of outstanding awards granted in prior fiscal years(b) | ​ | ​ | (61,577) | ​ | ​ | (129,760) | ​ | ​ | (128,828)
Vesting date fair value of equity awards granted and vested during the fiscal year | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Change in fair value of awards granted in prior fiscal years and vested during the covered fiscal year(c) | ​ | ​ | (11,810) | ​ | ​ | 7,885 | ​ | ​ | (205,507)
Earnings paid on unvested awards for dividends or other earnings | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Less: Fair value as of December 31 of awards granted in prior fiscal years that did not meet vesting conditions | ​ | ​ | (84,569) | ​ | ​ | — | ​ | ​ | —
Compensation actually paid(d) | ​ | $ | 572,118 | ​ | $ | 550,263 | ​ | $ | 743,139

__________

| (a) | Includes time-based options, time-based restricted shares, and performance-based restricted shares, which do not vest during the fiscal year awarded.

| (b) | Change in fair value from December 31 of the covered fiscal year compared to December 31 of the prior fiscal year. Each performance share included as part of the calculation represents a contingent right to receive one share of common stock, subject to satisfaction of certain performance metrics and vesting requirement. Amounts reported assume the performance metrics will be achieved at the target performance level, which is the most probable outcome as of the end of the fiscal year, unless otherwise noted. Interim values based on assumption of the most probable outcome may not ultimately reflect actual payouts.

| (c) | Change in fair value from vesting date compared to December 31 of the prior fiscal year.

| (d) | The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

(4) | Assumes $100 was invested on December 31, 2021.

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Information Presented in the Pay versus Performance Table

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We seek to align executive interests with all stakeholders by setting performance measures that provide a clear path to achieving long-term value. Because the Company generally places emphasis on long-term performance, compensation actually paid as disclosed in the table above may not specifically align with achievement of performance measures for a particular year.

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Compensation Actually Paid and Cumulative Total Shareholder Return (“TSR”)

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As described in “Executive Compensation ─ Annual Incentive Awards,” equity awards comprise approximately 40% of our CEO’s compensation awarded during the fiscal year. These awards consist of performance-based restricted shares and time-based options, which do not vest during the year awarded. The following graph demonstrates the relationship between compensation actually paid and cumulative TSR considering the Company’s emphasis on long-term equity awards.

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Compensation Actually Paid and Net Income (Loss)

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The following table demonstrates the relationship between compensation actually paid and net income (loss), which is not a performance metric used in our overall compensation program. Net income (loss) is, however, related to Adjusted EBITDA, which is included in our compensation program.

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Insider Trading Policy and Procedures

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We have adopted insider trading policies and procedures that govern the purchase, sale and disposition of our securities by directors, officers and employees. These policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, including those promulgated by the SEC and Nasdaq. Our insider trading policy was filed as an exhibit to our 2024 Annual Report on Form 10-K.

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Option Grant Practices and Use of Material Nonpublic Information

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We do not have a formal written policy in place with regard to the timing of stock option awards or other similar awards in relation to material nonpublic information. As Mr. Lee’s employment currently requires his annual equity award to be granted on the first business day of the year, the compensation committee typically meets in early January for such grant and to set the performance criteria for any performance-based stock granted to Mr. Lee or others during the year. For other individuals that receive equity awards, the compensation committee typically grants such awards in connection with our annual meeting of shareholders. On limited occasions, we may grant equity awards outside of our annual grant period for new hires, promotions or other purposes.

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During the last completed fiscal year, we did not make any stock option awards to named executive officers within the four-business-day period before or the one-business-day period after the filing of any Form 10-K, 10-Q, or 8-K containing material nonpublic information. Accordingly, no tabular disclosure under Item 402(x)(2) of Regulation S-K is required.

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________________________________________

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PROPOSAL TWO:

APPROVAL OF

THE 2025 EQUITY INCENTIVE PLAN

________________________________________

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Background

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On April 1, 2025, our Board adopted the Full House Resorts, Inc. 2025 Equity Incentive Plan (the “2025 Plan”), subject to and effective upon stockholder approval. We are asking our stockholders to approve the 2025 Plan so that we can use it to achieve the Company’s performance, recruiting, retention and incentive goals, as well as receive a federal income tax deduction for certain compensation paid under the 2025 Plan. Such an incentive plan also helps to align our management team and Board with the long-term interests of our stockholders. If stockholders do not approve the 2025 Plan, we will pay our Board and management team additional cash compensation to offset the unavailability of equity compensation, or otherwise risk the loss of valuable members of our Board and management team. Although our three-year (2022-2024) average “burn rate” was only 1.69%, only 35,000 shares remained available for grant as of March 18, 2025 under the 2015 Equity Incentive Plan (the “2015 Plan”). As of March 18, 2025, 2,502,737 stock options were outstanding with a weighted-average exercise price of $4.33 and a weighted-average remaining term of 5.06 years; 365,194 performance shares were outstanding; and 320,228 restricted shares were outstanding.

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The 2025 Plan includes a variety of forms of awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents and performance-based compensation, to allow the Company to adapt its incentive compensation program to meet the needs of the Company in the changing business environment in which the Company operates.

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We strongly believe that the approval of the 2025 Plan is essential to our continued success. Our Board and management believe that equity awards motivate high levels of performance, align the interests of our employees and stockholders by giving directors, employees and consultants the perspective of an owner with an equity stake in the Company, and provide an effective means of recognizing their contributions to the success of the Company. Our Board and management believe that equity awards are necessary to remain competitive in our industry and are essential to recruiting and retaining the highly qualified employees who help the Company meet its goals. The Board and management believe that the ability to grant equity awards will be important to the future success of the Company.

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The 2025 Plan will serve as the successor to our 2015 Plan. Assuming stockholders approve the 2025 Plan, the 2025 Plan will be effective as of May 15, 2025 and the 2015 Plan will terminate on that date (except with respect to awards previously granted under the 2015 Plan that remain outstanding). As described in further detail below, following adoption of the 2025 Plan, shares reserved for issuance will include 2,300,000 new shares. Thus, the actual increase in shares available for grant under the Company’s equity incentive plans is 2,265,000 (given that the 35,000 shares available for grant at March 18, 2025 under the 2015 Plan were already approved). If stockholders approve the 2025 Plan, based upon the Company’s current “burn rate” of shares granted under equity compensation plans, the Company currently expects that it will not need to ask stockholders to approve additional shares for the 2025 Equity Incentive Plan for three to four years, depending on business conditions.

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Summary of the 2025 Equity Incentive Plan

The following is a summary of the material terms of the 2025 Plan. This summary is not complete and is qualified in its entirety by reference to the full text of the 2025 Plan which is attached to this proxy statement as Annex 2.

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Share Reserve. The number of shares of Company common stock reserved for issuance under the 2025 Plan is 2,300,000 shares.

Share Counting. Each share issued in connection with an award granted on or after the effective date will be counted against the 2025 Plan’s share reserve as one (1) share for every one (1) share issued in connection with such award (and shall be counted as one (1) share for each one share that is returned or deemed not to have been issued from the 2025 Plan). Any shares covered by an award which is forfeited, canceled or expires shall be deemed not to have been issued for purposes of determining the maximum number of shares which may be issued under the 2025 Plan. Shares that have been issued under the 2025 Plan pursuant to an award shall not be returned to the 2025 Plan and shall not become available for future grant under the 2025 Plan. Shares tendered or withheld in payment of an award exercise or purchase price and shares withheld by the Company to pay any tax withholding obligation shall not be returned to the 2025 Plan and shall not become available for future issuance under the 2025 Plan. Shares reacquired by the Company in the open market using option exercise proceeds will not be returned to the 2025 Plan and will not become available for future issuance under the 2025 Plan. In addition, all shares covered by the portion of a stock appreciation right that is exercised shall be considered issued pursuant to the 2025 Plan.

Administration. The 2025 Plan is administered, with respect to grants to officers, employees, directors and consultants, by the 2025 Plan administrator (the “Administrator”), defined as the Board or one or more committees designated by the Board. The compensation committee currently acts as the Administrator. With respect to grants to officers and directors, the compensation committee shall be constituted in such a manner as to satisfy applicable laws, including Rule 16b-3 promulgated under the Exchange Act and Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

The Administrator has the authority, in its discretion, to select employees, consultants and directors to whom awards may be granted from time to time, to determine whether and to what extent awards are granted, to determine the number of shares or the amount of other consideration to be covered by each award (subject to the limitations set forth below), to approve award agreements for use under the 2025 Plan, to determine the terms and conditions of any award (including the vesting schedule applicable to the award), to amend the terms of any outstanding award granted under the 2025 Plan (subject to the limitations described above), to construe and interpret the terms of the 2025 Plan and awards granted, to resolve and clarify inconsistencies, ambiguities and omissions in the 2025 Plan and among the 2025 Plan and any award agreement, to take all actions regarding questions of coverage, eligibility and entitlement to benefits and benefit amounts, to establish additional terms, conditions, rules or procedures to accommodate the rules or laws of applicable non-U.S. jurisdictions, and to take such other action not inconsistent with the terms of the 2025 Plan, as the Administrator deems appropriate.

Eligibility. Awards other than incentive stock options may be granted to employees, directors and consultants. Incentive stock options may be granted only to employees of the Company or a parent or a subsidiary of the Company. An Employee, director or consultant who has been granted an award may, if otherwise eligible, be granted additional awards. Awards may be granted to such employees, directors or consultants who are residing in non-U.S. jurisdictions as the Administrator may determine from time to time. As of the date of this proxy statement, there are approximately 2,000 employees and consultants of the Company and its affiliates and five non-employee directors of the Company who are eligible to participate in the 2025 Plan.

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No Repricings or Exchanges without Stockholder Approval. The Company shall obtain stockholder approval prior to (a) the reduction of the exercise price of any stock option or the base appreciation amount of any stock appreciation right awarded under the 2025 Plan or (b) the cancellation of a stock option or stock appreciation right at a time when its exercise price or base appreciation amount exceeds the fair market value of the underlying shares, in exchange for another stock option, stock appreciation right, restricted stock or other award, or for cash (unless the cancellation and exchange occurs in connection with a Change in Control).

Clawback of Benefits. Any award under the 2025 Plan is subject to the Company’s clawback policy which subjects performance-based compensation to cancellation, recovery or repayment in accordance with the Company’s current or future clawback policy or by applicable law. By accepting an award under the 2025 Plan, a grantee agrees (i) to be bound by any existing or future clawback policy (or amendments thereto) adopted by the Company, and (ii) that the Company may unilaterally amend such grantee’s award agreements (including any award agreements relating to awards issued under the Company’s 2015 Equity Incentive Plan), without the grantee’s consent, to the extent that the Administrator in its discretion determines to be necessary or appropriate to comply with any clawback policy of the Company.

Terms and Conditions of Awards. The 2025 Plan provides for the grant of stock options, restricted stock, restricted stock units, dividend equivalent rights, stock appreciation rights, and performance-based compensation (collectively referred to as “awards”). Stock options granted under the 2025 Plan may be either incentive stock options under the provisions of Section 422 of the Code or non-qualified stock options. Incentive stock options may be granted only to employees. Awards other than incentive stock options may be granted to our employees, consultants and directors or to employees, consultants and directors of our related entities. To the extent that the aggregate fair market value of the shares subject to stock options designated as incentive stock options that become exercisable for the first time by a participant during any calendar year exceeds $100,000, such excess stock options shall be treated as non-qualified stock options. Under the 2025 Plan, awards may be granted to such employees, consultants or directors who are residing in non-U.S. jurisdictions as the Administrator may determine from time to time. Each award granted under the 2025 Plan shall be designated in an award agreement.

Awards may be granted subject to vesting schedules and restrictions on transfer and repurchase or forfeiture rights in favor of the Company as specified in the award agreements to be issued under the 2025 Plan. Any awards that vest solely based on the continued service of the grantee (other than awards to independent directors) shall vest over a period no less than three years. Any Options granted to outside Directors are subject to a minimum one-year vesting period based on Continuous Service of the Grantee. Under the 2025 Plan, incentive stock options may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the grantee, only by the grantee. Other awards shall be transferable (i) by will and by the laws of descent and distribution and (ii) during the lifetime of the grantee, to the extent and in the manner authorized by the Administrator but only to the extent such transfers are made to family members, to family trusts, to family-controlled entities and to charitable organizations, in all cases without payment for such transfers to the grantee. Notwithstanding the foregoing, the grantee may designate one or more beneficiaries of the grantee’s award in the event of the grantee’s death on a beneficiary designation form provided by the Administrator.

Notwithstanding any other provision of the 2025 Plan or any award agreement to the contrary, no awards granted under the 2025 Plan shall vest, nor any applicable restrictions or forfeiture provisions shall lapse, earlier than one year after the grant date (except if accelerated pursuant to a Change in Control); provided, however, that this limitation shall not apply to awards for up to an aggregate maximum of 5% of 2,300,000 shares.

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A grantee may, if the compensation committee so determines, be credited with dividends paid with respect to shares underlying an award (other than an option or a stock appreciation right) in a manner determined by the compensation committee in its sole discretion; provided, however, that any dividends credited in connection with an award that vests based on the achievement of performance goals shall be subject to restrictions and risk of forfeiture to the same extent as the award with respect to which such dividend equivalent rights have been credited and shall only be paid to the grantee with respect to the portion of such awards that is actually vested and earned. Notwithstanding the foregoing, the right to any dividends or dividend equivalents rights (i) shall not be granted with respect to an option or a stock appreciation right, and (ii) may not be paid earlier than the date on which the underlying award (both time- and performance-based vested awards) is actually vested.

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The term of any award granted under the 2025 Plan will be stated in the applicable award agreement, provided that the term of an award may not exceed ten (10) years (or five (5) years in the case of an incentive stock option granted to any participant who owns stock representing more than 10% of our combined voting power or any parent or subsidiary of us). Notwithstanding the foregoing, the term of an award shall not include any period for which the participant has elected to defer the receipt of the shares issuable pursuant to the award according to a deferral program the Administrator may establish in its discretion.

The 2025 Plan authorizes the Administrator to grant incentive stock options at an exercise price not less than 100% of the fair market value of our common stock on the date the stock option is granted (or 110%, in the case of an incentive stock option granted to any employee who owns stock representing more than 10% of our combined voting power or any parent or subsidiary of us). In the case of non-qualified stock options, stock appreciation rights and awards intended to qualify as performance-based compensation, the exercise price, base appreciation amount or purchase price, if any, shall be not less than 100% of the fair market value per share on the date of grant. In the case of all other awards granted under the 2025 Plan, the exercise or purchase price shall be determined by the Administrator. The exercise or purchase price is generally payable in cash, check, shares or with respect to options, payment through a broker-dealer sale and remittance procedure or a “net exercise” procedure.

Under the 2025 Plan, the Administrator may establish one or more programs to permit selected participants the opportunity to elect to defer receipt of consideration payable under an award. The Administrator also may establish under the 2025 Plan separate programs for the grant of particular forms of awards to one or more classes of participants.

Section 162(m) of the Code. The maximum number of shares with respect to which options and stock appreciation rights may be granted to a participant during a fiscal year of the Company is Five Hundred Thousand (500,000) shares. In connection with the participant’s commencement of service, he or she may be granted stock options and stock appreciation rights for up to an additional Two Hundred Fifty Thousand (250,000) shares. The foregoing limitations shall be adjusted proportionately by the Administrator in the event of a stock split, reverse stock split, stock dividend, combination or reclassification of shares or other similar change in our shares or our capital structure, and its determination shall be final, binding and conclusive.

For awards of restricted stock and restricted stock units that are intended to be performance-based compensation under Section 162(m) of the Code, the maximum number of shares subject to such awards that may be granted to a participant during a fiscal year of the Company is Two Hundred Fifty Thousand (250,000) shares. The foregoing limitation shall be adjusted proportionately by the Administrator in the event of a stock split, reverse stock split, stock dividend, combination or reclassification of shares or other similar change in our shares or our capital structure, and its determination shall be final, binding and conclusive. In addition, the foregoing limitations shall be prorated for any performance period consisting of fewer than twelve (12) months.

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In order for restricted stock and restricted stock units to qualify as performance-based compensation, the Administrator must establish a performance goal with respect to such award in writing not later than ninety (90) days after the commencement of the services to which it relates, or at such other date as may be required or permitted for “performance-based compensation” under Section 162(m) of the Code. In addition, the performance goal must be stated in terms of an objective formula or standard. Under Code Section 162(m), a “covered employee” is the Company’s chief executive officer and the three (3) other most highly compensated officers of the Company, other than the Chief Financial Officer.

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The 2025 Plan includes the following performance criteria that may be considered by the Administrator when granting performance-based awards: (a) increase in share price, (b) earnings per share, (c) total stockholder return, (d) operating margin, (e) gross margin, (f) return on equity, (g) return on assets, (h) return on investment, (i) operating income, (j) net operating income, (k) pre-tax profit, (l) cash flow (including, but not limited to, cash flow from operations, actual or free cash flow), (m) revenue, (n) expenses, (o) EBITDA, defined as earnings before interest, taxes, depreciation and amortization, (p) Adjusted EBITDA, defined as earnings before interest, taxes, depreciation, amortization, stock-based compensation, pre-opening costs, property charges, asset disposal losses, write-offs, reserves, recoveries and one-time nonrecurring charges, (q) an adjusted formula of EBITDA determined by the Administrator, (r) EBITDA margin, (s) Adjusted EBITDA margin, (t) objective measures of customer satisfaction, (u) implementation or completion of critical projects, (v) achievement of construction or development milestones, (w) achievement of strategic objectives, including development or acquisition activity, (x) completion of capital markets transactions, (y) maintenance or achievement of corporate rating targets, (z) third-party recognition of quality of service and/or product, (aa) average cost of debt or average cost of capital, (bb) economic value added, (cc) market share, (dd) employee satisfaction, or (ee) working capital management. The performance criteria may be measured either in absolute terms or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices. The performance criteria may also be applicable to the Company, any parent or subsidiary of the Company, and/or any individual business units of the Company or any parent or subsidiary of the Company. In addition, the Administrator may, in its sole discretion, provide that one or more objectively determinable adjustments shall be made to one or more performance goals established under any of these performance criteria, such as adjustments related to a change in accounting principle or tax laws, acquisitions, asset impairment charges or to gains or losses for litigation, arbitration and contractual settlements.

Certain Adjustments. Subject to any required action by the stockholders of the Company, the number of shares covered by outstanding awards, the number of shares that have been authorized for issuance under the 2025 Plan, the exercise or purchase price of each outstanding award, the maximum number of shares or amount that may be granted to any participant, and the like, shall be proportionally adjusted by the Administrator in the event of (i) any increase or decrease in the number of issued shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification or similar event affecting the shares, (ii) any other increase or decrease in the number of issued shares effected without receipt of consideration by the Company or (iii) any other transaction with respect to our shares including a corporate merger, consolidation, acquisition of property or stock, separation (including a spin-off or other distribution of stock or property), reorganization, liquidation (whether partial or complete), or any similar transaction; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator and its determination shall be final, binding and conclusive.

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Change in Control. Upon the consummation of a Change in Control (as defined in the 2025 Plan), all outstanding awards will terminate unless such awards are assumed in connection with the Change in Control. Except as provided otherwise in an individual award agreement, in the event of a Change of Control, for the portion of each award (other than Performance-Based Compensation, as defined in the 2025 Plan) that is assumed or replaced, then such portion of the award shall automatically become fully vested and exercisable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable at fair market value) for all of the shares at the time represented by such assumed or replaced portion of the award, immediately upon termination of the grantee’s continuous service if such continuous service is terminated by the successor company or the Company without “cause” (as defined in the 2025 Plan) or voluntarily by the grantee with “good reason” (as defined in the 2025 Plan) within twelve (12) months after the Change of Control. In addition, except as provided otherwise in an individual award agreement, for the portion of each award (other than Performance-Based Compensation) that is neither assumed nor replaced, such portion of the award shall automatically become fully vested and exercisable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable at fair market value) for all of the shares at the time represented by such portion of the award, immediately prior to the specified effective date of such Change of Control, provided that the grantee’s continuous service has not terminated prior to such date. All Performance-Based Compensation earned and outstanding as of the date the Change in Control is determined to have occurred and for which the payout level has been determined shall be payable in full in accordance with the payout schedule pursuant to the individual award agreement. Any remaining outstanding Performance-Based Compensation (including any applicable performance period) for which the payout level has not been determined shall be prorated at the target payout level up to and including the date of such Change in Control and shall be payable in accordance with the payout schedule pursuant to the individual award agreement.

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Under the 2025 Plan, Change of Control means a change in ownership or control of the Company effected through one of the following transactions: (i) the direct or indirect acquisition by any person or related group of persons (other than an acquisition from or by the Company or by a Company-sponsored employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s stockholders which a majority of the Continuing Directors who are not Affiliates or Associates of the offeror do not recommend such stockholders accept; (ii) a change in the composition of the Board over a period of twelve (12) months or less such that a majority of the Board members (rounded up to the next whole number) ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who are Continuing Directors; (iii) the sale, transfer or other disposition of all or substantially all of the assets of the Company; (iv) any merger, consolidation or other similar Change in Control (or series of related transactions) involving the Company unless the holders of the majority of the total combined voting power of the securities of the Company outstanding immediately prior to such merger, consolidation or other transaction possess more than fifty percent (50%) of the total combined voting power of the securities of the surviving entity that are outstanding immediately after such merger, consolidation or other Change in Control; or (v) the dissolution or liquidation of the Company.

Amendment, Suspension or Termination of the 2025 Plan. The Board may at any time amend, suspend or terminate the 2025 Plan. The 2025 Plan will terminate on May 15, 2035, unless earlier terminated by the Board. To the extent necessary to comply with applicable provisions of federal securities laws, state corporate and securities laws, the Code, applicable rules of any stock exchange or national market system, and the rules of any foreign jurisdiction applicable to awards granted to residents of the jurisdiction, the Company shall obtain stockholder approval of any such amendment to the 2025 Plan in such a manner and to such a degree as required.

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New Plan Benefits

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Because the Administrator will make future awards at its discretion, we cannot determine the number of options and other awards that may be awarded in the future to eligible participants.

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Federal Income Tax Consequences

The following is a general summary as of this date of the federal income tax consequences to us and to U.S. participants for awards granted under the plan. The federal tax laws may change and the federal, state and local tax consequences for any participant will depend upon his or her individual circumstances. Tax consequences for any particular individual may be different. This summary does not purport to be complete, and does not discuss state, local or non-U.S. tax consequences.

Non-qualified Stock Options. The grant of a non-qualified stock option under the 2025 Plan will not result in any federal income tax consequences to the participant or to the Company. Upon exercise of a non-qualified stock option, the participant is subject to income taxes at the rate applicable to ordinary compensation income on the difference between the option exercise price and the fair market value of the shares at the time of exercise. If the recipient is an employee or former employee, this income is subject to withholding for federal income and employment tax purposes. The Company is entitled to an income tax deduction in the amount of the income recognized by the participant, subject to possible limitations imposed by Section 162(m) of the Code and so long as the Company withholds the appropriate taxes with respect to such income (if required) and the participant’s total compensation is deemed reasonable in amount. Any gain or loss on the participant’s subsequent disposition of the shares of common stock will receive long or short-term capital gain or loss treatment, depending on whether the shares are held for more than one year following exercise. The Company does not receive a tax deduction for any such gain.

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A non-qualified stock option can be considered non-qualified deferred compensation and be subject to Section 409A of the Code if the exercise price can ever be less than the fair market value of the underlying stock on the date of the grant, or if the option includes any feature for the deferral of compensation other than the deferral of recognition of income until the exercise of the option (or the vesting of the shares subject to the option, if later). A non-qualified stock option that does not meet the requirements of Code Section 409A can result in the acceleration of income recognition, an additional 20% tax obligation, plus penalties and interest.

Incentive Stock Options.The grant of an incentive stock option under the 2025 Plan will not result in any federal income tax consequences to the participant or to the Company. A participant recognizes no federal taxable income upon exercising an incentive stock option (subject to the alternative minimum tax rules discussed below), and the Company receives no deduction at the time of exercise. In the event of a disposition of stock acquired upon exercise of an incentive stock option, the tax consequences depend upon how long the participant has held the shares of common stock. If the participant does not dispose of the shares within two years after the incentive stock option was granted, nor within one year after the incentive stock option was exercised, the participant will recognize a long-term capital gain (or loss) equal to the difference between the sale price of the shares and the exercise price. The Company is not entitled to any deduction under these circumstances.

If the participant fails to satisfy either of the foregoing holding periods (referred to as a “disqualifying disposition”), he or she must recognize ordinary income in the year of the disposition. The amount of ordinary income generally is the lesser of (i) the difference between the amount realized on the disposition and the exercise price or (ii) the difference between the fair market value of the stock at the time of exercise and the exercise price. Any gain in excess of the amount taxed as ordinary income will be treated as a long- or short-term capital gain, depending on whether the stock was held for more than one year. The Company, in the year of the disqualifying disposition, is entitled to a deduction equal to the amount of ordinary income recognized by the participant, subject to possible limitations imposed by Section 162(m) of the Code and so long as the participant’s total compensation is deemed reasonable in amount.

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The “spread” under an incentive stock option – i.e., the difference between the fair market value of the shares at exercise and the exercise price – is classified as an item of adjustment in the year of exercise for purposes of the alternative minimum tax. If a participant’s alternative minimum tax liability exceeds such participant’s regular income tax liability, the participant will owe the larger amount of taxes. In order to avoid the potential application of alternative minimum tax with respect to incentive stock options, the participant must sell the shares within the calendar year in which the incentive stock options are exercised. However, such a sale of shares within the year of exercise will constitute a disqualifying disposition, as described above.

Stock Appreciation Rights. Recipients of stock appreciation rights (“SARs”) generally should not recognize income until the SAR is exercised (assuming there is no ceiling on the value of the right). Upon exercise, the recipient will normally recognize taxable ordinary income for federal income tax purposes equal to the amount of cash and fair market value of the shares, if any, received upon such exercise. Recipients who are employees or former employees will be subject to withholding for federal income and employment tax purposes with respect to income recognized upon exercise of a SAR. Recipients will recognize gain upon the disposition of any shares received on exercise of a SAR equal to the excess of (i) the amount realized on such disposition over (ii) the ordinary income recognized with respect to such shares under the principles set forth above. That gain will be taxable as long- or short-term capital gain depending on whether the shares were held for more than one year. We will be entitled to a tax deduction to the extent and in the year that ordinary income is recognized by the recipient, subject to possible limitations imposed by Section 162(m) of the Code and so long as we withhold the appropriate taxes with respect to such income (if required) and the recipient’s total compensation is deemed reasonable in amount.

A SAR also can be considered non-qualified deferred compensation and subject to Section 409A of the Code if the exercise price can ever be less than the fair market value of the underlying stock on the date of the grant, or if the SAR includes any feature for the deferral of compensation other than the deferral of recognition of income until the exercise of the SAR. A SAR that does not meet the requirements of Code Section 409A can result in the acceleration of income recognition, an additional 20% tax obligation, plus penalties and interest.

Restricted Stock. A restricted stock award is subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code to the extent the award will be forfeited in the event that the participant ceases to provide services to the Company, or upon the occurrence of a condition related to the purpose of the award if the possibility of forfeiture is substantial. The recipient generally will not recognize ordinary income at the time of the award. Instead, the recipient will recognize ordinary income on the date when the stock is no longer subject to a substantial risk of forfeiture, or when the stock becomes transferable free of the forfeiture restrictions, if earlier. The recipient’s ordinary income is measured as the difference between the amount paid for the stock, if any, and the fair market value of the stock on the earlier of those two dates.

The recipient may accelerate his or her recognition of ordinary income, if any, and begin his or her capital gains holding period by timely filing (i.e., within thirty (30) days of the award) an election pursuant to Section 83(b) of the Code. In such event, the ordinary income recognized, if any, is measured as the difference between the amount paid for the stock, if any, and the fair market value of the stock on the date of award, and the capital gain holding period commences on such date. The ordinary income recognized at the time of vesting (or on the date of the award if a Section 83(b) election is made) by a recipient that is an employee or former employee will be subject to withholding for federal income and employment tax purposes.

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Restricted Stock Units. With respect to awards of restricted stock units, no taxable income is reportable when the restricted stock units are granted to a participant or upon vesting of the restricted stock units. Upon settlement, the recipient will recognize ordinary income in an amount equal to the value of the payment received pursuant to the restricted stock units. The ordinary income recognized by a recipient that is an employee or former employee will be subject to tax withholding by the Company.

Restricted stock units also can be considered non-qualified deferred compensation and subject to Section 409A of the Code. A grant of restricted stock units that does not meet the requirements of Code Section 409A will result in an additional 20% tax obligation, plus penalties and interest to such recipient.

​

Dividends and Dividend Equivalent Rights. Recipients of stock-based awards that earn dividends or dividend equivalent rights will recognize taxable ordinary income on any dividend payments received with respect to unvested and/or unexercised shares subject to such awards, which income is subject to withholding for federal income and employment tax purposes. We are entitled to an income tax deduction in the amount of the income recognized by a participant, subject to possible limitations imposed by Section 162(m) of the Code and so long as we withhold the appropriate taxes with respect to such income (if required) and the individual’s total compensation is deemed reasonable in amount.

Tax Effect for the Company. Unless limited by Section 162(m) of the Code, the Company generally will be entitled to a tax deduction in connection with an award under the 2025 Plan in an amount equal to the ordinary income realized by a recipient at the time the recipient recognizes such income (for example, when restricted stock is no longer subject to the risk of forfeiture).

The 2025 Plan is not qualified under the provisions of section 401(a) of the Code and is not subject to any provisions of the Employee Retirement Income Security Act of 1974.

​

OUR BOARD RECOMMENDS A VOTE “FOR”
APPROVAL OF THE 2025 EQUITY INCENTIVE PLAN.

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________________________________________

​

PROPOSAL Three:

RATIFICATION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

________________________________________

​

​

The audit committee appoints, compensates and oversees our independent registered public accounting firm. The audit committee engages in a comprehensive evaluation of the independent registered certified public accounting firm’s qualifications, performance and independence and considers the advisability and potential impact of selecting a different independent registered public accounting firm. The audit committee has selected Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the year ended December 31, 2025. Deloitte & Touche LLP (“Deloitte”) was our independent registered public accounting firm the years ended December 31, 2023 and 2024. In connection with the selection of EY, the audit committee reviewed and negotiated the terms of the engagement letter entered into with EY. This letter sets forth important terms regarding the scope of the engagement, associated fees, payment terms and responsibilities of each party.

​

The audit committee and our Board believe that the appointment of EY as our independent registered public accounting firm is both in our best interests and those of our stockholders. As such, we are asking our stockholders to ratify the selection of EY as our independent registered public accounting firm for 2025. Although ratification is not required by our By-laws or otherwise, we are submitting the selection of EY to our stockholders for ratification because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. The audit committee will consider the outcome of our stockholders’ vote in connection with the audit committee’s selection of our independent registered public accounting firm in the next fiscal year, but is not bound by the stockholders’ vote. Even if the selection is ratified, the audit committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time if it determines that a change would be in the best interests of us and our stockholders.

​

Representatives of EY are expected to attend the annual meeting. Representatives will have an opportunity to make a statement if they desire to do so, and they plan to be available to respond to appropriate questions.

​

Audit and Non-Audit Fees

​

The following table summarizes the fees for professional audit and other services rendered by Deloitte in 2024 and 2023.

​

​ | ​ | ​ | ​ | ​ | ​ | ​
(In thousands) | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 2024 | ​ | 2023
Audit fees(1) | ​ | $ | 1,437,750 | ​ | $ | 1,252,482
Audit-related fees | ​ |  | — | ​ |  | —
Tax fees | ​ | ​ | — | ​ | ​ | —
All other fees | ​ | ​ | — | ​ | ​ | —
Total | ​ | $ | 1,437,750 | ​ | $ | 1,252,482

__________

(1) | These amounts represent fees in connection with the audit of the annual financial statements and the reviews of the financial statements included in each of our Quarterly Reports on Form 10-Q, along with regulatory reporting to state commissions, review of documents filed with the SEC and consents.

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Pre-Approval Policies and Procedures

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The audit committee’s policy is to review and pre-approve any engagement of our independent auditors to provide any audit or permissible non-audit service to us. All of the services provided by our independent auditors during fiscal year 2024, as described above, were approved by the audit committee, and the audit committee believes that the provision of these services is consistent with maintaining the auditors’ independence.

​

Audit Committee Report

​

The following report of the audit committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically incorporate such report by reference.

​

The audit committee oversees Full House Resorts, Inc.’s financial reporting process. Management has the primary responsibility for the financial statements and the financial reporting process, including the system of internal controls.

​

In fulfilling our oversight responsibilities, we reviewed and discussed the financial statements with management. In addition, we discussed with the independent auditors matters deemed significant by the independent auditors, including those matters required to be discussed by the applicable standards of the Public Company Accounting Oversight Board. The audit committee met at the end of each quarter with management and the independent auditors where we reviewed and approved the quarterly and annual filings.

​

The independent auditors also provided us with the written disclosures and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees). We discussed with the independent auditors matters relating to their independence and considered whether their provision of non-audit services is compatible with maintaining their independence.

​

Based on our review with management and the independent auditors of Full House Resorts, Inc.’s audited consolidated financial statements and the independent auditors’ report on such financial statements, and based on the discussions and written disclosures described above and our business judgment, we recommended that the audited consolidated financial statements be included in Full House Resorts, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024 for filing with the SEC.

​

​ ​ ​ | ​
​ | Michael P. Shaunnessy
​ | Carl G. Braunlich
​ | Kathleen M. Marshall

​

OUR BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF
ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING DECEMBER 31, 2025.

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________________________________________

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PROPOSAL FOUR:

ADVISORY VOTE ON EXECUTIVE COMPENSATION

________________________________________

​

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), which enacted Section 14A of the Exchange Act, requires that our stockholders have the opportunity to cast a non-binding advisory vote regarding the approval of the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules.

​

Our executive compensation programs are designed to attract, motivate and retain our executive officers, who are critical to our success. Please read the section of this proxy statement titled “Executive Compensation” for details about our executive compensation programs, including information about the 2024 compensation of our named executive officers.

​

As described under the heading “Corporate Governance,” our compensation committee reviews and makes recommendations to the Board, as appropriate, regarding compensation to be paid to our executive officers and directors. Management provides recommendations to the compensation committee on the amount and type of executive compensation, as well as individual performance objectives for bonuses and incentive compensation. The compensation committee reviews these recommendations, along with information previously provided by an executive employment consultant, to formulate the committee’s recommendations to the Board. The compensation committee determines the achievement of financial and individual performance objectives, based upon which it approves the compensation of the CEO and recommends, for the Board’s approval, the compensation of our other named executive officers.

​

We are asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy statement. This proposal, commonly known as a “Say on Pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation by voting for or against the following resolution (or by abstaining with respect to the resolution).

​

RESOLVED, that the compensation paid to our named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Summary Compensation Table, other executive compensation tables and related narrative disclosures is hereby APPROVED.

​

The “Say on Pay” vote is advisory, and therefore not binding on us, the compensation committee or our Board. However, the compensation committee and our Board value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for named executive officers. The approval of this proposal requires the number of votes cast in favor of this proposal to exceed the number of votes cast in opposition to this proposal.

​

OUR BOARD RECOMMENDS A VOTE “FOR” ADOPTION OF THE RESOLUTION
APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

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________________________________________

​

PROPOSAL FIVE:

ADVISORY VOTE ON FREQUENCY OF

FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

________________________________________

​

The Dodd-Frank Act requires us to provide our stockholders with the opportunity to vote, on a nonbinding, advisory basis, for their preference as to whether future advisory votes on the compensation of our named executive officers should occur every one, two or three years. You have the option to vote for any of the three options, or to abstain from casting a vote.

​

We are required to hold a vote on the frequency of Say on Pay proposals every six years. At our 2019 annual meeting, our stockholders voted to hold an advisory vote on our executive compensation program every year. Accordingly, we have submitted Say on Pay proposals on the compensation of our named executive officers at every subsequent annual meeting.

​

After careful consideration, our Board recommends that we continue to conduct an advisory vote on executive compensation annually. Our Board believes that a frequency of every year for the Say on Pay vote on executive compensation is the best approach for the Company and our stockholders. An annual advisory vote provides more frequent stockholder feedback to our Board and the compensation committee regarding our executive compensation programs and policies. Our Board and compensation committee intend to consider this advisory vote as part of the design of our executive compensation programs and communication of such programs to our stockholders.

​

If a majority of the votes cast do not favor one of the three frequencies, the frequency that receives the most votes will be considered to be the frequency favored by stockholders.

​

OUR BOARD RECOMMENDS A VOTE “FOR”
A FREQUENCY OF “ONE YEAR” FOR FUTURE NON-BINDING STOCKHOLDER VOTES
ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

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________________________________________

​

SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

________________________________________

​

​

The following table sets forth information as of the record date concerning the beneficial ownership of our common stock by:

​

| ● | each person known by us to be the beneficial owner of more than 5% of our outstanding common stock;

| ● | each of our directors and named executive officers; and

| ● | all of our directors and executive officers as a group.

​

The address for each of our executive officers and directors is c/o Full House Resorts, Inc., 1980 Festival Plaza Drive, Suite 680, Las Vegas, Nevada 89135.

​

​ | ​ | ​ | ​ | ​
​ | ​ | Number of Shares of | ​ | Percentage
​ | ​ | Common Stock | ​ | of Class
Name of Beneficial Owner | ​ | Beneficially Owned(1) | ​ | Outstanding(1)
Named Executive Officers and Directors: | ​ | ​ | ​ | ​
Carl G. Braunlich(2) | ​ | 79,812 | ​ | *
Lewis A. Fanger(3) | ​ | 611,456 | ​ | 1.7%
Eric J. Green(4) | ​ | 189,952 | ​ | *
Lynn M. Handler(5) | ​ | 31,693 | ​ | *
Daniel R. Lee(6) | ​ | 2,056,276 | ​ | 5.6%
Kathleen M. Marshall(7) | ​ | 78,105 | ​ | *
Michael P. Shaunnessy(8) | ​ | 65,902 | ​ | *
John Ferrucci(9) | ​ | 173,619 | ​ | *
All Executive Officers and Directors as a Group (9 Persons)(10) | ​ | 3,528,892 | ​ | 9.4%
​ | ​ | ​ | ​ | ​
Holding More than 5%: | ​ | ​ | ​ | ​
BlackRock, Inc.(11) | ​ | 2,202,308 | ​ | 6.1%

__________

* | Less than 1% of the outstanding shares of common stock.

(1) | Shares are considered beneficially owned, for purposes of this table only, if held by the person indicated as beneficial owner, or if such person, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares the power to vote, to direct the voting of and/or dispose of or to direct the disposition of, such security, or if the person has a right to acquire beneficial ownership within 60 days of March 18, 2025, unless otherwise indicated in these footnotes. Any securities outstanding that are subject to options exercisable within 60 days are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person, but are not deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person. Unless otherwise indicated in the footnotes, each person or entity has sole voting and dispositive power with respect to the shares shown as beneficially owned. The percentages shown are based on 35,975,647 shares of common stock issued and outstanding as of March 18, 2025.

(2) | Includes (a) 14,151 shares of restricted stock that vest within 60 days of March 18, 2025 and (b) 41,808 shares which are subject to options that are currently exercisable.

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(3) | Includes (a) 292,057 shares owned by Mr. Fanger as of March 18, 2025, (b) 17,708 shares of restricted stock that vest within 60 days of March 18, 2025 and (c) 301,691 shares which are subject to options that are currently exercisable.

(4) | Includes (a) 164,372 shares owned by Mr. Green as of March 18, 2025, (b) 3,429 shares beneficially owned by a family trust for the benefit of Mr. Green’s children, (c) 14,151 shares of restricted stock that vest within 60 days of March 18, 2025 and (d) 8,000 shares which are subject to options that are currently exercisable.

(5) | Includes 14,151 shares of restricted stock that vest within 60 days of March 18, 2025.

(6) | Includes (a) 984,618 shares owned by Mr. Lee as of March 18, 2025, (b) 777,052 shares which are subject to options that are currently exercisable, (c) 132,945 shares beneficially owned by a subtrust for the benefit of Mr. Lee’s children, (d) 145,735 shares beneficially owned by a family trust for the benefit of Mr. Lee’s children, and (e) 15,926 shares beneficially owned by an account for the benefit of Mr. Lee’s daughter previously established pursuant to the Massachusetts Uniform Transfer to Minors Act. Mr. Lee has sole voting and dispositive power over these shares.

(7) | Includes (a) 14,151 shares of restricted stock that vest within 60 days of March 18, 2025 and (b) 37,108 shares which are subject to options that are currently exercisable.

(8) | Includes (a) 14,151 shares of restricted stock that vest within 60 days of March 18, 2025 and (b) 8,000 shares which are subject to options that are currently exercisable.

(9) | Includes (a) 6,667 shares of restricted stock that vest within 60 days of March 18, 2025, and (b) 166,952 shares which are subject to options that are currently exercisable.

(10) | This amount includes an aggregate of 1,548,489 shares issuable pursuant to options that are currently exercisable and 102,005 shares of restricted stock that vest within 60 days of March 18, 2025.

(11) | Based on a Schedule 13G/A filed on January 29, 2024 by BlackRock, Inc. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

Section 16(a) Beneficial Ownership Reporting Compliance

​

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and persons who own more than ten percent of our outstanding common stock, to file with the Securities and Exchange Commission (“SEC”) initial reports of ownership and reports of changes in ownership of common stock. These persons are required by SEC regulations to furnish us with copies of all such reports they file.

​

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, we believe that all Section 16(a) reports were timely filed by our officers, directors and greater than 10% beneficial owners.

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OTHER MATTERS

________________________________________

​

​

Information Concerning Stockholder Proposals and Director Nominations

​

Proposals for Inclusion in the Proxy Statement. Any stockholder satisfying the SEC requirements and wishing to submit a proposal to be included in the proxy statement for the 2026 annual meeting of stockholders should submit the proposal in writing to the Secretary, Full House Resorts, Inc., 1980 Festival Plaza Drive, Suite 680, Las Vegas, Nevada 89135. We must receive a proposal by December 2, 2025.

​

Proposals Not Included in the Proxy Statement and Nominations for Director. Stockholder proposals not included in our proxy statement and stockholder nominations for director may be brought before an annual meeting of stockholders in accordance with the advance notice procedures described in our By-Laws. In general, notice must be received by the Secretary not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting (i.e., May 15, 2026). For the 2026 annual meeting of stockholders, the Secretary must receive notice of the proposal on or after the close of business on January 15, 2026 and no later than the close of business on February 14, 2026. Stockholder proposals must be in proper written form and must meet the detailed disclosure requirements set forth in our By-Laws. 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, we must receive your notice no later than 10 days following the date of public disclosure of the annual meeting date. The notice must also meet all other requirements contained in Article I, Section 12 of our By-Laws.

​

Communications with the Board of Directors

​

Our Board believes it important that interested parties have the opportunity to communicate their concerns directly to our Board. Stockholders may contact or communicate with an individual director or our Board as a group, including the non-employee directors as a group, by addressing a letter to Full House Resorts, Inc., Attention: Board of Directors c/o Secretary, 1980 Festival Plaza Drive, Suite 680, Las Vegas, Nevada 89135. Each communication should specify the applicable addressee or addressees to be contacted. The Secretary will forward communications intended for the Board to the Chairman, or, if intended for an individual director, to that director.

​

Proxy Solicitation Costs

​

We will pay the cost of preparing, assembling and mailing the proxy statement, notice of meeting and enclosed proxy card. In addition to the use of mail, our employees or authorized agents may solicit proxies personally and by telephone. Our employees will receive no compensation for soliciting proxies other than their regular salaries. We may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of the proxy material to their principals and to request authority for the execution of proxies, and we may reimburse those persons for their expenses incurred in connection with these activities. We will compensate only independent third-party agents that are not affiliated with us to solicit proxies. At this time, we do not anticipate that we will be retaining a third-party solicitation firm, but should we determine in the future that it is in our best interests to do so, we will retain a solicitation firm and pay for all costs and expenses associated with retaining this solicitation firm.

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List of Stockholders Entitled to Vote at the Annual Meeting

​

A list of stockholders entitled to vote at the annual meeting will be available at our offices for a period of ten days prior to the annual meeting and at the meeting itself for examination by any stockholder for any purpose germane to the meeting.

​

Householding

​

Under the rules adopted by the SEC, we may deliver a single set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the affected stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of these documents was delivered. If you prefer to receive separate copies of the proxy statement or annual report, please contact Broadridge Financial Solutions, Inc. by calling 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department.

​

In addition, if you currently are a stockholder who shares an address with another stockholder and would like to receive only one copy of future notices and proxy materials for your household, you may notify your broker if your shares are held in a brokerage account or you may notify us if you hold registered shares. Registered stockholders may notify us by contacting Broadridge Financial Solutions, Inc. at the above telephone number or address.

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ANNEX 1:

GAAP TO NON-GAAP RECONCILIATIONS

________________________________________

​

​

We use Adjusted EBITDA as a measure of our performance. We utilize Adjusted Segment EBITDA as the measure of segment profitability in assessing performance and allocating resources at the reportable segment level. Adjusted EBITDA is defined as earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening expenses, certain impairment charges, asset write-offs, recoveries, gain (loss) from asset sales and disposals, project development and acquisition costs, and non-cash stock-based compensation expense. Adjusted EBITDA information is presented solely as supplemental disclosure to measures reported in accordance with generally accepted accounting principles in the United States of America (“GAAP”) because management believes this measure is (i) a widely used measure of operating performance in the gaming and hospitality industries and (ii) a principal basis for valuation of gaming and hospitality companies. In addition, a version of Adjusted EBITDA (known as Consolidated Cash Flow) is utilized in the covenants within our revolving credit facility agreement, although not necessarily defined in the same way as above. Adjusted EBITDA is not, however, a measure of financial performance or liquidity under GAAP. Accordingly, this measure should be considered supplemental and not a substitute for net income (loss) or cash flows as an indicator of the Company’s operating performance or liquidity.

​

The following table presents a reconciliation of net loss to Adjusted EBITDA:

​

​ | ​ | ​ | ​ | ​ | ​
(In thousands) | Year Ended
​ | December 31,
​ | 2024 |  | 2023
Net loss | $ | (40,672) | ​ | $ | (24,904)
Income tax expense | ​ | 221 | ​ | ​ | 1,149
Interest expense, net | ​ | 43,201 | ​ | ​ | 22,977
Other | ​ | — | ​ | ​ | (384)
Operating income (loss) | ​ | 2,750 | ​ | ​ | (1,162)
Project development costs | ​ | 368 | ​ | ​ | 53
Preopening costs | ​ | 2,464 | ​ | ​ | 15,685
Depreciation and amortization | ​ | 42,101 | ​ | ​ | 31,092
Loss on disposal of assets | ​ | 18 | ​ | ​ | 7
Gain on sale of Stockman’s | ​ | (1,926) | ​ | ​ | —
Stock-based compensation | ​ | 2,873 | ​ | ​ | 2,882
Adjusted EBITDA | $ | 48,648 | ​ | $ | 48,557

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The following tables present reconciliations of operating income (loss) to Adjusted Segment EBITDA and Adjusted EBITDA:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Year Ended December 31, 2024
(In thousands)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Adjusted
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Segment
​ | ​ | Operating | ​ | Depreciation | ​ | Loss on | ​ | Gain on | ​ | Project | ​ | ​ | ​ | Stock- | ​ | EBITDA and
​ | ​ | Income | ​ | and | ​ | Disposal | ​ | Sale of | ​ | Development | ​ | Preopening | ​ | Based | ​ | Adjusted
​ |  | (Loss) |  | Amortization |  | of Assets |  | Stockman’s |  | Costs |  | Costs |  | Compensation |  | EBITDA
Reporting segments | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Midwest & South | ​ | $ | 20,631 | ​ | $ | 24,969 | ​ | $ | 18 | ​ | $ | — | ​ | $ | — | ​ | $ | 119 | ​ | $ | — | ​ | $ | 45,737
West | ​ |  | (18,718) | ​ |  | 16,997 | ​ |  | — | ​ |  | (1,926) | ​ |  | — | ​ |  | 2,345 | ​ |  | — | ​ |  | (1,302)
Contracted Sports Wagering | ​ | ​ | 9,503 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 9,503
​ | ​ |  | 11,416 | ​ |  | 41,966 | ​ |  | 18 | ​ |  | (1,926) | ​ |  | — | ​ |  | 2,464 | ​ |  | — | ​ |  | 53,938
Other operations | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Corporate | ​ |  | (8,666) | ​ |  | 135 | ​ |  | — | ​ |  | — | ​ |  | 368 | ​ |  | — | ​ |  | 2,873 | ​ |  | (5,290)
​ | ​ | $ | 2,750 | ​ | $ | 42,101 | ​ | $ | 18 | ​ | $ | (1,926) | ​ | $ | 368 | ​ | $ | 2,464 | ​ | $ | 2,873 | ​ | $ | 48,648

​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Year Ended December 31, 2023
(In thousands)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Adjusted
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Segment
​ | ​ | Operating | ​ | Depreciation | ​ | Loss on | ​ | Project | ​ | ​ | ​ | Stock- | ​ | EBITDA and
​ | ​ | Income | ​ | and | ​ | Disposal | ​ | Development | ​ | Preopening | ​ | Based | ​ | Adjusted
​ |  | (Loss) |  | Amortization |  | of Assets |  | Costs |  | Costs |  | Compensation |  | EBITDA
Reporting segments | ​ | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Midwest & South | ​ | $ | 428 | ​ | $ | 28,593 | ​ | $ | 7 | ​ | $ | — | ​ | $ | 10,000 | ​ | $ | — | ​ | $ | 39,028
West | ​ |  | (5,654) | ​ |  | 2,377 | ​ |  | — | ​ |  | — | ​ |  | 5,685 | ​ |  | — | ​ |  | 2,408
Contracted Sports Wagering | ​ | ​ | 11,663 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 11,663
​ | ​ |  | 6,437 | ​ |  | 30,970 | ​ |  | 7 | ​ |  | — | ​ |  | 15,685 | ​ |  | — | ​ |  | 53,099
Other operations | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Corporate | ​ |  | (7,599) | ​ |  | 122 | ​ |  | — | ​ |  | 53 | ​ |  | — | ​ |  | 2,882 | ​ |  | (4,542)
​ | ​ | $ | (1,162) | ​ | $ | 31,092 | ​ | $ | 7 | ​ | $ | 53 | ​ | $ | 15,685 | ​ | $ | 2,882 | ​ | $ | 48,557

​

​

​

​

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________________________________________

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ANNEX 2:

FULL HOUSE RESORTS, INC. 2025 EQUITY INCENTIVE PLAN

________________________________________

​

​

Full House Resorts, Inc.

​

2025 Equity Incentive Plan

​

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1. | Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide additional

incentives to Employees, Directors and Consultants, and to promote the success of the Company’s business.

​

2. | Definitions. The following definitions shall apply as used herein and in the individual Award Agreements except as defined otherwise in an individual Award Agreement. In the event a term is separately defined in an individual Award Agreement, such definition shall supersede the definition contained in this Section 2.

​

| (a) | “Administrator” means the Board or the Committee appointed to administer the Plan, whichever applicable based on the terms and conditions set forth in this Plan.

​

| (b) | “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act.

​

| (c) | “Applicable Laws” means the legal requirements relating to the Plan and the Awards under applicable provisions of federal securities laws, state corporate and securities laws, the Code, the rules of any applicable stock exchange or national market system, and the rules of any non-U.S. jurisdiction applicable to Awards granted to residents therein.

​

| (d) | “Assumed” means that pursuant to a Change in Control either (i) the Award is expressly affirmed by the Company or (ii) the contractual obligations represented by the Award are expressly assumed (and not simply by operation of law) by the successor entity or its Parent in connection with the Change in Control with appropriate adjustments to the number and type of securities of the successor entity or its Parent subject to the Award and the exercise or purchase price thereof which at least preserves the compensation element of the Award existing at the time of the Change in Control as determined in accordance with the instruments evidencing the agreement to assume the Award.

​

| (e) | “Award” means the grant of an Option, SAR, Dividend Equivalent Right, Restricted Stock, Restricted Stock Unit, Performance Based Compensation or other right or benefit under the Plan.

​

| (f) | “Award Agreement” means the written agreement evidencing the grant of an Award executed by the Company and the Grantee, including any amendments thereto.

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| (g) | “Board” means the Board of Directors of the Company.

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| (h) | “Cause” means, with respect to the termination by the Company or a Related Entity of the Grantee’s Continuous Service, that such termination is for “Cause” as such term (or word of like import) is expressly defined in a then-effective written agreement between the Grantee and the Company or such Related Entity, or in the absence of such then-effective written agreement and definition, is based on, in the determination of the Administrator, the Grantee’s: (i) performance of any act or failure to perform any act in bad faith and to the detriment of the Company or a Related Entity; or (ii) material breach of any agreement with the Company or a Related Entity; or (iii) engagement in any material act or omission constituting dishonesty, wrongdoing or malfeasance with respect to the Company or a Related Entity; or (iv) engagement in conduct which violates the Company’s or a Related Entity’s code of conduct policy; or (v) denial of or the failure to be issued any gaming license, finding of suitability or other similar regulatory approval, or, in the event any such license, finding of suitability or other similar regulatory approval has been issued to the Grantee, the subsequent revocation, suspension or non-renewal of the same; or (vi) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person; provided, however, that with regard to any agreement that defines “Cause” on the occurrence of or in connection with a Change in Control or a Change in Control, such definition of “Cause” shall not apply until a Change in Control or a Change in Control actually occurs.

​

| (i) | “Change in Control” means a change in ownership or control of the Company effected through one of the following transactions:

​

(i) |  | the direct or indirect acquisition by any person or related group of persons (other than an acquisition from or by the Company or by a Company-sponsored employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s stockholders which a majority of the Continuing Directors who are not Affiliates or Associates of the offeror do not recommend such stockholders accept;

​

(ii) |  | a change in the composition of the Board over a period of twelve (12) months or less such that a majority of the Board members (rounded up to the next whole number) ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who are Continuing Directors;

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(iii) |  | the sale, transfer or other disposition of all or substantially all of the assets of the Company;

​

(iv) |  | any merger, consolidation or other similar Change in Control (or series of related transactions) involving the Company unless the holders of the majority of the total combined voting power of the securities of the Company outstanding immediately prior to such merger, consolidation or other transaction possess more than fifty percent (50%) of the total combined voting power of the securities of the surviving entity that are outstanding immediately after such merger, consolidation or other Change in Control; or

​

(v) |  | the dissolution or liquidation of the Company.

​

| (j) | “Code” means the Internal Revenue Code of 1986, as amended.

​

| (k) | “Committee” means a committee designated by the Board to administer the Plan which shall consist of at least two directors, each of whom shall be (i) a “non-employee director” within the meaning of Rule 16b-3 (or any successor rule) under the Exchange Act, unless administration of the Plan by “non-employee directors” is not then required in order for exemptions under Rule 16b-3 to apply to transactions under the Plan, (ii) an “outside director” within the meaning of Section 162(m) of the Code, and (iii) “Independent.”

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| (l) | “Common Stock” means the common stock of the Company.

​

| (m) | “Company” means Full House Resorts, Inc., a Delaware corporation, or any successor entity that adopts the Plan in connection with a Change in Control.

​

| (n) | “Consultant” means any person (other than an Employee or a Director, solely with respect to rendering services in such person’s capacity as a Director) who is engaged by the Company or any Related Entity to render consulting or advisory services to the Company or such Related Entity.

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| (o) | “Continuing Directors” means members of the Board who either (i) have been Board members continuously for a period of at least twelve (12) months or (ii) have been Board members for less than twelve (12) months and were elected or nominated for election as Board members by at least a majority of the Board members described in clause (i) who were still in office at the time such election or nomination was approved by the Board.

​

| (p) | “Continuous Service” means that the provision of services to the Company or a Related Entity in any capacity of Employee, Director or Consultant is not interrupted or terminated. In jurisdictions requiring notice in advance of an effective termination as an Employee, Director or Consultant, Continuous Service shall be deemed terminated upon the actual cessation of providing services to the Company or a Related Entity notwithstanding any required notice period that must be fulfilled before a termination as an Employee, Director or Consultant can be effective under Applicable Laws. A Grantee’s Continuous Service shall be deemed to have terminated either upon an actual termination of Continuous Service or upon the entity for which the Grantee provides services ceasing to be a Related Entity. Continuous Service shall not be considered interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Related Entity, or any successor, in any capacity of Employee, Director or Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a Related Entity in any capacity of Employee, Director or Consultant (except as otherwise provided in the Award Agreement). Notwithstanding the foregoing, except as otherwise determined by the Administrator, in the event of any spin-off of a Related Entity, service as an Employee, Director or Consultant for such Related Entity following such spin-off shall be deemed to be Continuous Service for purposes of the Plan and any Award under the Plan. An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave. For purposes of each Incentive Stock Option granted under the Plan, if such leave exceeds three (3) months, and reemployment upon expiration of such leave is not guaranteed by statute or contract, then the Incentive Stock Option shall be treated as a Non-Qualified Stock Option on the day three (3) months and one (1) day following the expiration of such three (3) month period.

​

| (q) | “Covered Employee” means an Employee, Director or Consultant who is a “covered employee” under Section 162(m)(3) of the Code.

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| (r) | “Director” means a member of the Board or the board of directors of any Related Entity.

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| (s) | “Disability” means as defined under the long-term disability policy of the Company or the Related Entity to which the Grantee provides services regardless of whether the Grantee is covered by such policy. If the Company or the Related Entity to which the Grantee provides services does not have a long-term disability plan in place, “Disability” means that a Grantee is unable to carry out the responsibilities and functions of the position held by the Grantee by reason of any medically determinable physical or mental impairment for a period of not less than ninety (90) consecutive days. A Grantee will not be considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Administrator in its discretion.

​

| (t) | “Dividend Equivalent Right” means a right entitling the Grantee to compensation measured by dividends paid with respect to Common Stock.

​

| (u) | “Employee” means any person, including an Officer or Director, who is in the employ of the Company or any Related Entity, subject to the control and direction of the Company or any Related Entity as to both the work to be performed and the manner and method of performance. The payment of a director’s fee by the Company or a Related Entity shall not be sufficient to constitute “employment” by the Company.

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| (v) | “Exchange Act” means the Securities Exchange Act of 1934, as amended.

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| (w) | “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

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(i) |  | If the Common Stock is listed on one or more established stock exchanges or national market systems, including without limitation The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market of The NASDAQ Stock Market LLC, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the principal exchange or system on which the Common Stock is listed (as determined by the Administrator) on the date of determination (or, if no closing sales price or closing bid was reported on that date, as applicable, on the last trading date such closing sales price or closing bid was reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

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(ii) |  | If the Common Stock is regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a recognized securities dealer, its Fair Market Value shall be the closing sales price for such stock as quoted on such system or by such securities dealer on the date of determination, but if selling prices are not reported, the Fair Market Value of a share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the date of determination (or, if no such prices were reported on that date, on the last date such prices were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

​

(iii) |  | In the absence of an established market for the Common Stock of the type described in (i) and (ii), above, the Fair Market Value thereof shall be determined by the Administrator in good faith.

​

| (x) | “Good Reason” means, with respect to the termination by the Grantee of the Grantee’s Continuous Service, that such termination is for “Good Reason” as such term (or word of like import) is expressly defined in a then-effective written agreement between the Grantee and the Company or such Related Entity (including, but not limited to, the Award Agreement for a particular Award), or in the absence of such then-effective written agreement and definition, the occurrence after a Change in Control of any of the following events or conditions unless consented to by the Grantee (and the Grantee shall be deemed to have consented to any such event or condition unless the Grantee provides written notice of the Grantee’s non-acquiescence within 30 days of the effective time of such event or condition):

​

(i) |  | a change in the Grantee’s responsibilities or duties which represents a material and substantial diminution in the Grantee’s responsibilities or duties as in effect immediately preceding the consummation of a Change in Control; or

​

(ii) |  | a reduction in the Grantee’s base salary to a level below that in effect at any time within six (6) months preceding the consummation of a Change in Control or at any time thereafter; provided that an across-the-board reduction in the salary level of substantially all other individuals in positions similar to the Grantee’s by the same percentage amount shall not constitute such a salary reduction; or

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(iii) |  | requiring the Grantee to be based at any place outside a 50-mile radius from the Grantee’s job location as a result of a Change in Control except for reasonably required travel on business which is not materially greater than such travel requirements prior to the Change in Control.

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| (y) | “Grantee” means an Employee, Director or Consultant who receives an Award under the Plan.

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| (z) | “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

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| (aa) | “Independent,” when referring to either the Board or members of the Committee, shall have the same meaning as used in the rules of the nationally recognized securities exchange or trading market on which the Common Stock of the Company is then traded.

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| (bb) | “Non-Qualified Stock Option” means an Option not intended to qualify as an Incentive Stock Option.

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| (cc) | “Officer” means a person who is an officer of the Company or a Related Entity within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

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| (dd) | “Option” means an option to purchase Shares pursuant to an Award Agreement granted under the Plan.

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| (ee) | “Parent” means a “parent corporation”, whether now or hereafter existing, as defined in Section 424(e) of the Code.

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| (ff) | “Performance-Based Compensation” means compensation qualifying as “performance-based compensation” under Section 162(m) of the Code.

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| (gg) | “Plan” means this Full House Resorts, Inc. 2025 Equity Incentive Plan, as may be amended from time to time.

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| (hh) | “Predecessor Plans” means the Company’s Amended and Restated 2015 Incentive Compensation Plan (Effective as of April 26, 2011) and the Company’s Amended and Restated 2025 Equity Incentive Plan (Effective as of April 6, 2021).

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| (ii) | “Related Entity” means any Parent or Subsidiary of the Company.

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| (jj) | “Replaced” means that pursuant to a Change in Control the Award is replaced with a comparable stock award or a cash incentive program of the Company, the successor entity (if applicable) or Parent of either of them which preserves the compensation element of such Award existing at the time of the Change in Control and provides for subsequent payout in accordance with the same (or a more favorable) vesting schedule applicable to such Award. The determination of Award comparability shall be made by the Administrator and its determination shall be final, binding and conclusive.

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| (kk) | “Restricted Stock” means Shares issued under the Plan to the Grantee for such consideration, if any, and subject to such restrictions on transfer, rights of first refusal, repurchase provisions, forfeiture provisions, and other terms and conditions as established by the Administrator.

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| (ll) | “Restricted Stock Units” means an Award which may be earned in whole or in part upon the passage of time or the attainment of performance criteria established by the Administrator and which may be settled for Shares, other securities or cash or a combination of Shares, other securities or cash as established by the Administrator.

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| (mm) | “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor thereto.

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| (nn) | “SAR” means a stock appreciation right entitling the Grantee to Shares measured by appreciation in the value of Common Stock.

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| (oo) | “Share” means a share of the Common Stock.

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| (pp) | “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code.

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3. | Stock Subject to the Plan.

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| (a) | Subject to the provisions of Section 10 below, the maximum aggregate number of Shares which may be issued pursuant to all Awards is Two Million Three Hundred Thousand (2,300,000) Shares, which includes the number of Shares that remain available for grants of awards under the Predecessor Plans as of the date the Plan is approved by the Company’s stockholders. The maximum aggregate number of Shares that may be issued pursuant to Incentive Stock Options is Two Million Three Hundred Thousand (2,300,000) Shares. Each Share issued in connection with an Award granted on or after the effective date will be counted against the Plan’s Share reserve as one (1) Share for every one (1) Share issued in connection with such award. Any Share that again becomes available for delivery pursuant to Section 3(b) shall be added back as one (1) Share. The Shares to be issued pursuant to Awards may be authorized, but unissued, or reacquired Common Stock.

​

| (b) | Any Shares covered by an Award (or portion of an Award) which are forfeited, canceled or expire (whether voluntarily or involuntarily) shall be deemed not to have been issued for purposes of determining the maximum aggregate number of Shares which may be issued under the Plan. Shares that actually have been issued under the Plan pursuant to an Award shall not be returned to the Plan and shall not become available for future issuance under the Plan, except that if unvested Shares are forfeited, such Shares shall become available for future grant under the Plan. Notwithstanding anything to the contrary contained herein: (i) Shares tendered or withheld in payment of an Option exercise price shall not be returned to the Plan and shall not become available for future issuance under the Plan; (ii) Shares tendered to or withheld by the Company to satisfy any tax withholding obligation shall not be returned to the Plan and shall not become available for future issuance under the Plan; (iii) Shares reacquired by the Company in the open market using cash actually received by the Company for the exercise price in connection with the exercise of an Option granted under the Plan shall not be returned to the Plan and shall not become available for future issuance under the Plan; and (iv) all Shares covered by the portion of a SAR that is exercised (whether or not Shares are actually issued to the Grantee upon exercise of the SAR) shall be considered issued pursuant to the Plan.

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4. | Administration of the Plan.

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| (a) | Plan Administrator.

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(i) |  | Administration with Respect to Directors and Officers. With respect to grants of Awards to Directors or Employees who are also Officers or Directors of the Company, the Plan shall be administered by the Committee.

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(ii) |  | Administration with Respect to Consultants and Other Employees. With respect to grants of Awards to Employees or Consultants who are neither Directors nor Officers of the Company, the Plan shall be administered by (A) the Board or (B) a sub-committee designated by the Board, which sub-committee shall be constituted in such a manner as to satisfy the Applicable Laws. Once appointed, such sub-committee shall continue to serve in its designated capacity until otherwise directed by the Board. The Board may authorize one or more Officers to grant such Awards and may limit such authority as the Board determines from time to time.

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(iii) |  | Administration with Respect to Covered Employees. Notwithstanding the foregoing, grants of Awards to any Covered Employee intended to qualify as Performance-Based Compensation shall be made by the Committee.

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| (b) | Powers of the Administrator. Subject to Applicable Laws and the provisions of the Plan (including any other powers given to the Administrator hereunder), and except as otherwise provided by the Board, the Administrator shall have the authority, in its discretion:

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(i) |  | to select the Employees, Directors and Consultants to whom Awards may be granted from time to time hereunder;

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(ii) |  | to determine whether and to what extent Awards are granted hereunder;

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(iii) |  | to determine the number of Shares or the amount of other consideration to be covered by each Award granted hereunder;

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(iv) |  | to approve forms of Award Agreements for use under the Plan;

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(v) |  | to determine the terms and conditions of any Award granted hereunder;

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(vi) |  | to amend the terms of any outstanding Award granted under the Plan, provided that (A) any amendment that would adversely affect the Grantee’s rights under an outstanding Award shall not be made without the Grantee’s written consent, provided, however, that an amendment or modification that may cause an Incentive Stock Option to become a Non-Qualified Stock Option shall not be treated as adversely affecting the rights of the Grantee, (B) the reduction of the exercise price of any Option awarded under the Plan and the base appreciation amount of any SAR awarded under the Plan shall be subject to stockholder approval and (C) canceling an Option or SAR at a time when its exercise price or base appreciation amount (as applicable) exceeds the Fair Market Value of the underlying Shares, in exchange for another Option, SAR, Restricted Stock, or other Award or for cash shall be subject to stockholder approval, unless the cancellation and exchange occurs in connection with a Change in Control;

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(vii) |  | to construe and interpret the terms of the Plan and Awards, including without limitation, any notice of award or Award Agreement, granted pursuant to the Plan;

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(viii) |  | to resolve and clarify inconsistencies, ambiguities and omissions in the Plan and among and between the Plan and any Award or other related documents;

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(ix) |  | to take all actions and make all decisions regarding questions of coverage, eligibility and entitlement to benefits and benefit amounts;

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(x) |  | to grant Awards to Employees, Directors and Consultants employed outside the United States on such terms and conditions different from those specified in the Plan as may, in the judgment of the Administrator, be necessary or desirable to further the purpose of the Plan; and

​

(xi) |  | to take such other action, not inconsistent with the terms of the Plan, as the Administrator deems appropriate.

​

The express grant in the Plan of any specific power to the Administrator shall not be construed as limiting any power or authority

of the Administrator; provided that the Administrator may not exercise any right or power reserved to the Board. Any decision

made, or action taken, by the Administrator or in connection with the administration of this Plan shall be final, conclusive and

binding on all persons having an interest in the Plan.

​

| (c) | Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or as Officers or Employees of the Company or a Related Entity, members of the Board and any Officers or Employees of the Company or a Related Entity to whom authority to act for the Board, the Administrator or the Company is delegated shall be defended and indemnified by the Company to the extent permitted by law on an after-tax basis against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any claim, investigation, action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any Award granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by the Company) or paid by them in satisfaction of a judgment in any such claim, investigation, action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such claim, investigation, action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct; provided, however, that within thirty (30) days after the service, or other reasonable knowledge of institution, of such claim, investigation, action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at the Company’s expense to defend the same.

​

5. | Eligibility. Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants. Incentive Stock Options may be granted only to Employees of the Company or a Parent or a Subsidiary of the Company. An Employee, Director or Consultant who has been granted an Award may, if otherwise eligible, be granted additional Awards. Awards may be granted to such Employees, Directors or Consultants who are residing in non-U.S. jurisdictions as the Administrator may determine from time to time.

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6. | Terms and Conditions of Awards.

​

| (a) | Types of Awards. The Administrator is authorized under the Plan to award any type of arrangement to an Employee, Director or Consultant that is not inconsistent with the provisions of the Plan and that by its terms involves or might involve the issuance of (i) Shares or (ii) an Option, a SAR, or similar right with a fixed or variable price related to the Fair Market Value of the Shares and with an exercise or conversion privilege related to the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions. Such awards include, without limitation, Options, SARs, sales or bonuses of Restricted Stock, Restricted Stock Units, Dividend Equivalent Rights or Performance-Based Compensation, and an Award may consist of one such security or benefit, or two (2) or more of them in any combination or alternative.

​

| (b) | Designation of Award. Each Award shall be designated in the Award Agreement. In the case of an Option, the Option shall be designated as either an Incentive Stock Option or a Non-Qualified Stock Option. However, notwithstanding such designation, an Option will qualify as an Incentive Stock Option under the Code only to the extent the $100,000 limitation of Section 422(d) of the Code is not exceeded. The $100,000 limitation of Section 422(d) of the Code is calculated based on the aggregate Fair Market Value of the Shares subject to Options designated as Incentive Stock Options which become exercisable for the first time by a Grantee during any calendar year (under all plans of the Company or any Parent or Subsidiary of the Company). For purposes of this calculation, Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares shall be determined as of the grant date of the relevant Option. In the event that the Code or the regulations promulgated thereunder are amended after the date the Plan becomes effective to provide for a different limit on the Fair Market Value of Shares permitted to be subject to Incentive Stock Options, then such different limit will be automatically incorporated herein and will apply to any Options granted after the effective date of such amendment.

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| (c) | Conditions of Award. Subject to the terms of the Plan, the Administrator shall determine the provisions, terms, and conditions of each Award including, but not limited to, the Award vesting schedule, repurchase provisions, rights of first refusal, forfeiture provisions, form of payment (Shares or other consideration) upon settlement of the Award, payment contingencies, and satisfaction of any performance criteria; provided, however, that each Award that vests solely based on the continued service of the Grantee, other than for grants to outside Directors, shall vest and therefore become exercisable in no less than three equal installments on each of the first, second and third anniversaries of the date of grant, subject to the Grantee’s Continuous Service. Notwithstanding the preceding sentence, all Options granted to outside Directors are subject to a minimum one-year vesting period based on Continuous Service of the Grantee. Each Option that vests based on the achievement of performance or other criteria shall vest and therefore become exercisable on no less than the third anniversary of the date of grant, subject to the achievement of applicable performance goals and the Grantee’s Continuous Service. No Award may be exercised for a fraction of a share of Common Stock.

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| (d) | Performance-Based Compensation. The Committee may, but shall not be required to, provide for an acceleration of vesting and exercisability in the terms of any Award Agreement, or the payment or distribution of any Award, the lapsing of restrictions thereon or the distribution of cash, Shares or other property pursuant thereto, as applicable, upon the occurrence of a specified event. The performance criteria established by the Committee may be based on any one of, or combination of, the following: (i) increase in share price, (ii) earnings per share, (iii) total stockholder return, (iv) operating margin, (v) gross margin, (vi) return on equity, (vii) return on assets, (viii) return on investment, (ix) operating income, (x) net operating income, (xi) pre-tax profit, (xii) cash flow (including, but not limited to, cash flow from operations, actual or free cash flow), (xiii) revenue, (xiv) expenses, (xv) “EBITDA,” defined as earnings before interest, taxes, depreciation and amortization, (xvi) “ Adjusted EBITDA,” defined as earnings before interest, taxes, depreciation, amortization, stock-based compensation, pre-opening costs, property charges, asset disposal losses, write-offs, reserves, recoveries and one-time nonrecurring charges, (xvii) an adjusted formula of EBITDA determined by the Administrator, (xviii) EBITDA margin, (xix) Adjusted EBITDA margin, (xx) objective measures of customer satisfaction, (xxi) implementation or completion of critical projects, (xxii) achievement of construction or development milestones, (xxiii) achievement of strategic objectives, including development or acquisition activity, (xxiv) completion of capital markets transactions, (xxv) maintenance or achievement of corporate rating targets, (xxvi) third-party recognition of quality of service and/or product, (xxvii) average cost of debt or average cost of capital, (xxviii) economic value added, (xxix) market share (xxx) employee satisfaction, or (xxxi) working capital management. The performance criteria may also be measured either in absolute terms or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices. The performance criteria may be applicable to the Company, Related Entities and/or any individual business units of the Company or any Related Entity. Partial achievement of the specified criteria may result in a payment or vesting corresponding to the degree of achievement as specified in the Award Agreement. In addition, the performance criteria shall be calculated in accordance with generally accepted accounting principles, but excluding the effect (whether positive or negative) of any change in accounting standards and any extraordinary, unusual or nonrecurring item, as determined by the Committee, occurring after the establishment of the performance criteria applicable to the Award intended to be Performance-Based Compensation. In addition, the Committee may, in its sole discretion, provide that one or more objectively determinable adjustments shall be made to one or more performance goals established under any of these performance criteria, such as adjustments related to a change in accounting principle or tax laws, acquisitions, asset impairment charges or to gains or losses for litigation, arbitration and contractual settlements.

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Each such adjustment, if any, shall be made solely for the purpose of providing a consistent basis from period to period for the calculation of performance criteria in order to prevent the dilution or enlargement of the Grantee’s rights with respect to an Award intended to be performance-based compensation.

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Achievement of performance goals in respect of Awards subject to this Section 6(d) shall be measured over a Performance Period no shorter than twelve (12) months and no longer than five (5) years, as specified by the Committee. Performance goals shall be established not later than 90 days after the beginning of any Performance Period applicable to Awards, subject to this Section 6(d), or at such other date as may be required or permitted for “performance-based compensation” under Section 162(m) of the Code.

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The Committee may, in its discretion, reduce the amount of a settlement otherwise to be made in connection with Awards subject to this Section 6(d), but may not exercise discretion to increase any such amount payable to a Covered Employee in respect of an Award subject to this Section 6(d). The Committee shall specify the circumstances in which such Awards shall be paid or forfeited in the event of termination of Continuous Service by the Participant prior to the end of a Performance Period or settlement of Awards.

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No Participant shall receive any payment under the Plan that is subject to this Section 6(d) unless the Committee has certified, by resolution or other appropriate action in writing, that the performance criteria and any other material terms previously established by the Committee or set forth in the Plan, have been satisfied to the extent necessary to qualify as “performance-based compensation” under Section 162(m) of the Code.

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| (e) | Acquisitions and Other Transactions. The Administrator may issue Awards under the Plan in settlement, assumption or substitution for, outstanding awards or obligations to grant future awards in connection with the Company or a Related Entity acquiring another entity, an interest in another entity or an additional interest in a Related Entity whether by merger, stock purchase, asset purchase or other form of transaction.

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| (f) | Deferral of Award Payment. The Administrator may establish one or more programs under the Plan to permit selected Grantees the opportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or other event that absent the election would entitle the Grantee to payment or receipt of Shares or other consideration under an Award. The Administrator may establish the election procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest or other earnings, if any, on amounts, Shares or other consideration so deferred, and such other terms, conditions, rules and procedures that the Administrator deems advisable for the administration of any such deferral program.

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| (g) | Separate Programs. The Administrator may establish one or more separate programs under the Plan for the purpose of issuing particular forms of Awards to one or more classes of Grantees on such terms and conditions as determined by the Administrator from time to time.

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| (h) | Individual Limitations on Awards.

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(i) |  | Individual Limit for Options and SARs. The maximum number of Shares with respect to which Options and SARs may be granted to any Grantee in any fiscal year of the Company shall be five hundred thousand (500,000) Shares. In connection with a Grantee’s commencement of Continuous Service, a Grantee may be granted Options and SARs for up to an additional two hundred fifty thousand (250,000) Shares which shall not count against the limit set forth in the previous sentence. The foregoing limitations shall be adjusted proportionately in connection with any change in the Company’s capitalization pursuant to Section 10, below. To the extent required by Section 162(m) of the Code or the regulations thereunder, in applying the foregoing limitations with respect to a Grantee, if any Option or SAR is canceled, the canceled Option or SAR shall continue to count against the maximum number of Shares with respect to which Options and SARs may be granted to the Grantee. For this purpose, the repricing of an Option (or in the case of a SAR, the base amount on which the stock appreciation is calculated is reduced to reflect a reduction in the Fair Market Value of the Common Stock) shall be treated as the cancellation of the existing Option or SAR and the grant of a new Option or SAR.

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(ii) |  | Individual Limit for Restricted Stock and Restricted Stock Units. For awards of Restricted Stock and Restricted Stock Units that are intended to be Performance-Based Compensation, with respect to each fiscal year of the Company that constitutes or is part of each Performance Period, the maximum number of Shares with respect to which such Awards may be granted to any Grantee in any fiscal year of the Company shall be two hundred fifty thousand (250,000) Shares. The foregoing limitation shall be adjusted proportionately in connection with any change in the Company’s capitalization pursuant to Section 10 below. In addition, the foregoing limitation shall be prorated for any Performance Period consisting of fewer than twelve (12) months by multiplying such limitation by a fraction, the numerator of which is the number of months in the Performance Period and the denominator of which is twelve (12).

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| (i) | Deferral. If the vesting or receipt of Shares under an Award is deferred to a later date, any amount (whether denominated in Shares or cash) paid in addition to the original number of Shares subject to such Award will not be treated as an increase in the number of Shares subject to the Award if the additional amount is based either on a reasonable rate of interest or on one or more predetermined actual investments such that the amount payable by the Company at the later date will be based on the actual rate of return of a specific investment (including any decrease as well as any increase in the value of an investment).

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| (j) | Early Exercise. The Award Agreement may, but need not, include a provision whereby the Grantee may elect at any time while an Employee, Director or Consultant to exercise any part or all of the Award prior to full vesting of the Award. Any unvested Shares received pursuant to such exercise may be subject to a repurchase right in favor of the Company or a Related Entity or to any other restriction the Administrator determines to be appropriate.

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| (k) | Term of Award. The term of each Award shall be the term stated in the Award Agreement, provided, however, that the term of an Award shall be no more than ten (10) years from the date of grant thereof. However, in the case of an Incentive Stock Option granted to a Grantee who, at the time the Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company, the term of the Incentive Stock Option shall be five (5) years from the date of grant thereof or such shorter term as may be provided in the Award Agreement. Notwithstanding the foregoing, the specified term of any Award shall not include any period for which the Grantee has elected to defer the receipt of the Shares issuable pursuant to the Award.

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| (l) | Transferability of Awards. Incentive Stock Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Grantee, only by the Grantee. Other Awards shall be transferable (i) by will and by the laws of descent and distribution and (ii) during the lifetime of the Grantee, to the extent and in the manner authorized by the Administrator but only to the extent such transfers are made to family members, to family trusts, to family controlled entities, and to charitable organizations, in all cases without payment for such transfers to the Grantee. Notwithstanding the foregoing, the Grantee may designate one or more beneficiaries of the Grantee’s Award in the event of the Grantee’s death on a beneficiary designation form provided by the Administrator.

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| (m) | Time of Granting Awards. The date of grant of an Award shall for all purposes be the date on which the Administrator makes the determination to grant such Award, or such other later date as is determined by the Administrator.

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| (n) | Clawback of Benefits. The Administrator may (i) cause the cancellation of any Award, (ii) require reimbursement of any Award by the Grantee, and (iii) effect any other right of recoupment of equity or other compensation provided under this Plan or otherwise in accordance with any Company policies that currently exist or that may from time to time be adopted or modified in the future by the Company and/or applicable law (each, a “Clawback Policy”). In addition, the Grantee may be required to repay to the Company certain previously paid compensation, whether provided under this Plan or an Award Agreement or otherwise, in accordance with any Clawback Policy. By accepting an Award, the Grantee is also agreeing to be bound by any existing or future Clawback Policy adopted by the Company, or any amendments that may from time to time be made to the Clawback Policy in the future by the Company in its discretion (including without limitation any Clawback Policy adopted or amended to comply with applicable laws or stock exchange requirements) and is further agreeing that all of the Grantee’s Award Agreements (and/or awards issued under the Predecessor Plans) may be unilaterally amended by the Company, without the Grantee’s consent, to the extent that the Administrator in its discretion determines to be necessary or appropriate to comply with any Clawback Policy.

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| (o) | Section 409A.

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(i) |  | The Award Agreement for any Award that the Administrator reasonably determines to constitute a “nonqualified deferred compensation plan” under Section 409A of the Code (a “Section 409A Plan”), and the provisions of the Section 409A Plan applicable to that Award, shall be construed in a manner consistent with the applicable requirements of Section 409A of the Code, and the Administrator, in its sole discretion and without the consent of any Grantee, may amend any Award Agreement (and the provisions of the Plan applicable thereto) if and to the extent that the Administrator determines that such amendment is necessary or appropriate to comply with the requirements of Section 409A of the Code.

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(ii) |  | If any Award constitutes a Section 409A Plan, then the Award shall be subject to the following additional requirements, if and to the extent required to comply with Section 409A of the Code:

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| (A) | payments under the Section 409A Plan may be made only upon (u) the Grantee’s “separation from service”, (v) the date the Grantee suffers a Disability, (w) the Grantee’s death, (x) a “specified time (or pursuant to a fixed schedule)” specified in the Award Agreement at the date of the deferral of such compensation, (y) a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets” of the Company, or (z) the occurrence of an “unforeseeable emergency”;

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| (B) | The time or schedule for any payment of the deferred compensation may not be accelerated, except to the extent provided in applicable Treasury Regulations or other applicable guidance issued by the Internal Revenue Service;

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| (C) | any elections with respect to the deferral of such compensation or the time and form of distribution of such deferred compensation shall comply with the requirements of Section 409A(a)(4) of the Code; and

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| (D) | In the case of any Grantee who is “specified employee”, a distribution on account of a “separation from service” may not be made before the date which is six months after the date of the Grantee’s “separation from service” (or, if earlier, the date of the Grantee’s death).

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For purposes of the foregoing, the terms in quotations shall have the same meanings as those terms have for purposes of Section 409A of the Code, and the limitations set forth herein shall be applied in such manner (and only to the extent) as shall be necessary to comply with any requirements of Section 409A of the Code that are applicable to the Award.

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(iii) |  | Notwithstanding the foregoing, or any provision of this Plan or any Award Agreement, the Company does not make any representation to any Grantee that any Awards made pursuant to this Plan are exempt from, or satisfy, the requirements of, Section 409A of the Code, and the Company shall have no liability or other obligation to indemnify or hold harmless the Grantee or any Beneficiary for any tax, additional tax, interest or penalties that the Grantee or any Beneficiary may incur in the event that any provision of this Plan, or any Award Agreement, or any amendment or modification thereof, or any other action taken with respect thereto, is deemed to violate any of the requirements of Section 409A of the Code.

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| (p) | Minimum Vesting Requirement. Notwithstanding any other provision of this Plan or any Award Agreement to the contrary, no Awards granted hereunder shall vest, nor any applicable restrictions or forfeiture provisions shall lapse, earlier than one year after the Grant Date (except if accelerated pursuant to a Change in Control pursuant to Section 11); provided, however, that the limitation set forth in this Section 6(p) shall not apply to Awards for up to an aggregate maximum of 5% of the aggregate number of Shares specified in Section 3(a) hereof.

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| (q) | Dividends and Distributions. A Grantee may, if the Committee so determines, be credited with dividends paid with respect to Shares underlying an Award (other than an Option or a SAR) in a manner determined by the Committee in its sole discretion; provided, however, that any dividends credited in connection with an Award that vests based on the achievement of performance goals shall be subject to restrictions and risk of forfeiture to the same extent as the Award with respect to which such Dividend Equivalent Rights have been credited and shall only be paid to the Grantee with respect to the portion of such Awards that is actually vested and earned. The Committee may apply any restrictions to the dividends or Dividend Equivalents Rights that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends or Dividend Equivalents Rights, including cash, Shares, Restricted Stock or Restricted Stock Units. Notwithstanding the foregoing, the right to any dividends or Dividend Equivalents Rights (i) shall not be granted with respect to an Option or a SAR, and (ii) may not be paid earlier than the date on which the underlying Award (both time- and performance-based vested Awards) is actually vested. Also notwithstanding the foregoing, the right to any dividends or Dividend Equivalents Rights declared and paid on Restricted Stock must comply with or qualify for an exemption under Section 409A.

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7. | Award Exercise or Purchase Price, Consideration and Taxes.

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| (a) | Exercise or Purchase Price. The exercise or purchase price, if any, for an Award shall be as follows:

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(i) |  | In the case of an Incentive Stock Option:

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| (A) | granted to an Employee who, at the time of the grant of such Incentive Stock Option owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company, the per-Share exercise price shall be not less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant; or

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| (B) | granted to any Employee other than an Employee described in the preceding paragraph, the per-Share exercise price shall be not less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.

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(ii) |  | In the case of a Non-Qualified Stock Option, the per-Share exercise price shall be not less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.

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(iii) |  | In the case of Awards intended to qualify as Performance-Based Compensation, the exercise or purchase price, if any, shall be not less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.

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(iv) |  | In the case of SARs, the base appreciation amount shall not be less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.

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(v) |  | In the case of other Awards, such price as is determined by the Administrator.

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(vi) |  | Notwithstanding the foregoing provisions of this Section 7(a), in the case of an Award issued pursuant to Section 6(e), above, the exercise or purchase price for the Award shall be determined in accordance with the provisions of the relevant instrument evidencing the agreement to issue such Award.

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| (b) | Consideration. Subject to Applicable Laws, the consideration to be paid for the Shares to be issued upon exercise or purchase of an Award including the method of payment, shall be determined by the Administrator. In addition to any other types of consideration the Administrator may determine, the Administrator is authorized to accept as consideration for Shares issued under the Plan the following:

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(i) |  | cash;

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(ii) |  | check;

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(iii) |  | surrender of Shares or delivery of a properly executed form of attestation of ownership of Shares as the Administrator may require which have a Fair Market Value on the date of surrender or attestation equal to the aggregate exercise price of the Shares as to which said Award shall be exercised;

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(iv) |  | with respect to Options, payment through a broker-dealer sale and remittance procedure pursuant to which the Grantee (A) shall provide written instructions to a Company designated brokerage firm to effect the immediate sale of some or all of the purchased Shares and remit to the Company sufficient funds to cover the aggregate exercise price payable for the purchased Shares and (B) shall provide written directives to the Company to deliver the certificates for the purchased Shares directly to such brokerage firm in order to complete the sale transaction;

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(v) |  | with respect to Options, payment through a “net exercise” such that, without the payment of any funds, the Grantee may exercise the Option and receive the net number of Shares equal to (i) the number of Shares as to which the Option is being exercised, multiplied by (ii) a fraction, the numerator of which is the Fair Market Value per Share (on such date as is determined by the Administrator) less the exercise price per Share, and the denominator of which is such Fair Market Value per Share (the number of net Shares to be received shall be rounded down to the nearest whole number of Shares); or

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(vi) |  | any combination of the foregoing methods of payment.

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The Administrator may at any time or from time to time, by adoption of or by amendment to the standard forms of Award Agreement described in Section 4(b)(iv), or by other means, grant Awards which do not permit all of the foregoing forms of consideration to be used in payment for the Shares or which otherwise restrict one or more forms of consideration.

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| (c) | Taxes. No Shares shall be delivered under the Plan to any Grantee or other person until such Grantee or other person has made arrangements acceptable to the Administrator for the satisfaction of any non-U.S., federal, state, or local income and employment tax withholding obligations, including, without limitation, obligations incident to the receipt of Shares. Upon exercise or vesting of an Award the Company shall withhold or collect from the Grantee an amount sufficient to satisfy such tax obligations, including, but not limited to, by surrender of the whole number of Shares covered by the Award sufficient to satisfy the minimum applicable tax withholding obligations incident to the exercise or vesting of an Award (reduced to the lowest whole number of Shares if such number of Shares withheld would result in withholding a fractional Share with any remaining tax withholding settled in cash).

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8. | Exercise of Award.

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| (a) | Procedure for Exercise; Rights as a Stockholder.

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(i) |  | Any Award granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator under the terms of the Plan and specified in the Award Agreement.

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(ii) |  | An Award shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Award by the person entitled to exercise the Award and full payment for the Shares with respect to which the Award is exercised has been made, including, to the extent selected, use of the broker-dealer sale and remittance procedure to pay the purchase price as provided in Section 7(b)(iv).

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| (b) | Exercise of Award Following Termination of Continuous Service.

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(i) |  | Unless otherwise provided in an Award Agreement or in an employment agreement the terms of which have been approved by the Administrator, in the event the Grantee’s Continuous Service terminates, the Grantee may exercise his or her Award (to the extent that the Grantee was entitled to exercise such Award as of the date of termination) but only within such period of time ending on the earlier of (x) the date ninety (90) days following the termination of the Grantee’s Continuous Service or (y) the expiration of the term of the Award as set forth in the Award Agreement; provided that, if the termination of Continuous Service is by the Company for Cause, all outstanding Awards (whether or not vested) shall immediately terminate and cease to be exercisable.

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(ii) |  | If, after termination, the Grantee does not exercise his or her Award within the time specified in Section 8(b)(i) above, the Award shall terminate.

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(iii) |  | Any Award designated as an Incentive Stock Option to the extent not exercised within the time permitted by law for the exercise of Incentive Stock Options following the termination of a Grantee’s Continuous Service shall convert automatically to a Non-Qualified Stock Option and thereafter shall be exercisable as such to the extent exercisable by its terms for the period specified in the Award Agreement.

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9. | Conditions Upon Issuance of Shares.

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| (a) | If at any time the Administrator determines that the delivery of Shares pursuant to the exercise, vesting or any other provision of an Award is or may be unlawful under Applicable Laws, the vesting or right to exercise an Award or to otherwise receive Shares pursuant to the terms of an Award shall be suspended until the Administrator determines that such delivery is lawful and shall be further subject to the approval of counsel for the Company with respect to such compliance. The Company shall have no obligation to effect any registration or qualification of the Shares under federal or state laws.

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| (b) | As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any Applicable Laws.

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10. | Adjustments Upon Changes in Capitalization. Subject to any required action by the stockholders of the Company and Section 11 hereof, the number of Shares covered by each outstanding Award, and the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan, the exercise or purchase price of each such outstanding Award, the maximum number of Shares with respect to which Awards may be granted to any Grantee in any fiscal year of the Company, as well as any other terms that the Administrator determines require adjustment shall be proportionately adjusted for (i) any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, recapitalization, combination or reclassification of the Shares, or similar transaction affecting the Shares, (ii) any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, or (iii) any other transaction with respect to Common Stock including a corporate merger, consolidation, acquisition of property or stock, separation (including a spin-off or other distribution of stock or property), reorganization, liquidation (whether partial or complete) or any similar transaction; provided, however that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” In the event of any distribution of cash or other assets to stockholders other than a normal cash dividend, the Administrator shall also make such adjustments as provided in this Section 10 or substitute, exchange or grant Awards to effect such adjustments (collectively “adjustments”). Any such adjustments to outstanding Awards will be effected in a manner that precludes the enlargement of rights and benefits under such Awards. In connection with the foregoing adjustments, the Administrator may, in its discretion, prohibit the exercise of Awards or other issuance of Shares, cash or other consideration pursuant to Awards during certain periods of time. Except as the Administrator determines, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason hereof shall be made with respect to, the number or price of Shares subject to an Award.

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11. | Change in Control.

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| (a) | Termination of Award to Extent Not Assumed in Change in Control. Effective upon the consummation of a Change in Control, all outstanding Awards under the Plan shall terminate. However, all such Awards shall not terminate to the extent they are Assumed in connection with the Change in Control.

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| (b) | Acceleration of Award Upon Change in Control.

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(i) |  | Except as provided otherwise in an individual Award Agreement, in the event of a Change in Control and:

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| (A) | for the portion of each Award (other than Performance-Based Compensation) that is Assumed or Replaced, then such Award (if Assumed), the replacement Award (if Replaced), or the cash incentive program (if Replaced) automatically shall become fully vested, exercisable and payable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable at Fair Market Value) for all of the Shares (or other consideration) at the time represented by such Assumed or Replaced portion of the Award, immediately upon termination of the Grantee’s Continuous Service if such Continuous Service is terminated by the successor company or the Company without Cause or voluntarily by the Grantee with Good Reason within twelve (12) months after the Change in Control; and

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| (B) | for the portion of each Award (other than Performance-Based Compensation) that is neither Assumed nor Replaced, such portion of the Award shall automatically become fully vested and exercisable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable at Fair Market Value) for all of the Shares (or other consideration) at the time represented by such portion of the Award, immediately prior to the specified effective date of such Change in Control, provided that the Grantee’s Continuous Service has not terminated prior to such date. For Awards that have an exercise feature, the portion of the Award that is not Assumed shall terminate under subsection (a) of this Section 11 to the extent not exercised prior to the consummation of such Change in Control.

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(ii) |  | All Performance-Based Compensation earned and outstanding as of the date the Change in Control is determined to have occurred and for which the payout level has been determined shall be payable in full in accordance with the payout schedule pursuant to the Award Agreement. Any remaining outstanding Performance-Based Compensation (including any applicable performance period) for which the payout level has not been determined shall be prorated at the target payout level up to and including the date of such Change in Control and shall be payable in accordance with the payout schedule pursuant to the Award Agreement.

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| (c) | Effect of Acceleration on Incentive Stock Options. Any Incentive Stock Option accelerated under this Section 11 in connection with a Change in Control shall remain exercisable as an Incentive Stock Option under the Code only to the extent the $100,000 limitation of Section 422(d) of the Code is not exceeded.

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12. | Effective Date and Term of Plan. The Plan shall become effective upon the earlier to occur of its adoption by the Board or its approval by the stockholders of the Company. It shall continue in effect for a term of ten (10) years unless sooner terminated. Subject to Section 17 below, and Applicable Laws, Awards may be granted under the Plan upon its becoming effective.

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13. | Amendment, Suspension or Termination of the Plan.

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| (a) | The Board may at any time amend, suspend or terminate the Plan; provided, however, that no such amendment shall be made without the approval of the Company’s stockholders to the extent such approval is required by Applicable Laws.

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| (b) | No Award may be granted during any suspension of the Plan or after termination of the Plan.

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| (c) | No suspension or termination of the Plan (including termination of the Plan under Section 11 above) shall adversely affect any rights under Awards already granted to a Grantee.

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14. | Reservation of Shares.

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| (a) | The Company, during the term of the Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

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| (b) | The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

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15. | No Effect on Terms of Employment/Consulting Relationship. The Plan shall not confer upon any Grantee any right with respect to the Grantee’s Continuous Service, nor shall it interfere in any way with his or her right or the right of the Company or any Related Entity to terminate the Grantee’s Continuous Service at any time, with or without cause including, but not limited to, Cause, and with or without notice. The ability of the Company or any Related Entity to terminate the employment of a Grantee who is employed at will is in no way affected by its determination that the Grantee’s Continuous Service has been terminated for Cause for the purposes of this Plan.

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16. | No Effect on Retirement and Other Benefit Plans. Except as specifically provided in a retirement or other benefit plan of the Company or a Related Entity, Awards shall not be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Company or a Related Entity, and shall not affect any benefits under any other benefit plan of any kind or any benefit plan subsequently instituted under which the availability or amount of benefits is related to level of compensation. The Plan is not a “Pension Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended.

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17. | Stockholder Approval. The Plan will be submitted for the approval of the Company’s stockholders within twelve (12) months after the date of the Board’s initial adoption of the Plan. Awards may be granted or awarded prior to such stockholder approval; provided that such Awards shall not be exercisable, shall not vest and the restrictions thereon shall not lapse and no Shares shall be issued pursuant thereto prior to the time when the Plan is approved by the stockholders; and provided, further, that if such approval has not been obtained at the end of said twelve (12) month period, all Awards previously granted or awarded under the Plan shall thereupon be canceled and become null and void. The vote of the Company’s stockholders required for approval of the Plan shall be a majority of the total votes cast by the holders of shares present in person or represented by proxy and entitled to vote on such action.

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18. | Unfunded Obligation. Grantees shall have the status of general unsecured creditors of the Company. Any amounts payable to Grantees pursuant to the Plan shall be unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the Employee Retirement Income Security Act of 1974, as amended. Neither the Company nor any Related Entity shall be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company shall retain at all times beneficial ownership of any investments, including trust investments, which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Grantee account shall not create or constitute a trust or fiduciary relationship between the Administrator, the Company or any Related Entity and a Grantee, or otherwise create any vested or beneficial interest in any Grantee or the Grantee’s creditors in any assets of the Company or a Related Entity. The Grantees shall have no claim against the Company or any Related Entity for any changes in the value of any assets that may be invested or reinvested by the Company with respect to the Plan.

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19. | Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

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20. | Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board, the submission of the Plan to the stockholders of the Company for approval, nor any provision of the Plan will be construed as creating any limitations on the power of the Board to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of Awards otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

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21. | Governing Law. Except as otherwise provided in any Award Agreement, the validity, construction and effect of the Plan, any rules and regulations under the Plan, and any Award Agreement shall be determined in accordance with the laws of the State of Delaware without giving effect to principles of conflict of laws, and applicable federal law.

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Front of proxy card

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FULL HOUSE RESORTS, INC. ATTN: LEWIS FANGER ONE SUMMERLIN 1980 FESTIVAL PLAZA DRIVE, SUITE 680 LAS VEGAS, NV 89135 ​ ​ ​ | VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 14, 2025. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ​ ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. ​ VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 14, 2025. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ⌧
​ | KEEP THIS PORTION FOR YOUR RECORDS
​ | DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
FULL HOUSE RESORTS, INC. | ​ | ​ | ​ | ​ | ​ | ​ | ​
The Board of Directors recommends you vote FOR each nominee listed on proposal 1. | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
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1. Election of Directors | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Nominees: | For | Against | Abstain | ​ | ​ | ​ | ​
1a. Carl G. Braunlich | 5 | 5 | 5 | The Board of Directors recommends you vote FOR proposals 2, 3 and 4. | For | Against | Abstain
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1b. Lewis A. Fanger | 5 | 5 | 5 | 2. Approval of the 2025 Equity Incentive Plan. | 5 | 5 | 5
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1c. Eric J. Green | 5 | 5 | 5 | 3. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025. | 5 | 5 | 5
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1d. Lynn M. Handler | 5 | 5 | 5 |  |  |  |  |
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| ​ | ​ | ​ | ​ | 4. Advisory vote to approve the compensation of our named executive officers. | 5 | 5 | 5
1e. Daniel R. Lee | 5 | 5 | 5 | ​ | ​ | ​ | ​
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|  | ​ | ​ | ​ | The Board of Directors recommends you vote for the “1 YEAR” option on proposal 5. | ​ | ​ | ​ | ​
1f. Kathleen M. Marshall | 5 | 5 | 5 | ​ | 1 Year | 2 Years | 3 Years | Abstain
​ |  | ​ | ​ | ​ | 5. Advisory vote to approve the frequency of future advisory votes on the compensation of our named executive officers. | 5 | 5 | 5 | 5
1g. Michael P. Shaunnessy | 5 | 5 | 5 |  | ​ | ​ | ​ | ​ | ​
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| ​ | ​ | ​ | NOTE: Granting the proxies discretionary authority to vote upon any other unforeseen matters which are properly brought before the meeting. | ​ | ​ | ​
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | ​ | ​ | ​ | ​
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​ | Signature [PLEASE SIGN WITHIN BOX] | Date | ​ | ​ | ​ | Signature (Joint Owners) | Date | ​ | ​
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Back of proxy card

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement, Annual Report and Shareholder Letter are available at www.proxyvote.com.
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​ | FULL HOUSE RESORTS, INC. | ​
​ | Annual Meeting of Stockholders | ​
​ | May 15, 2025 11:00 AM Mountain Time | ​
​ | This proxy is solicited by the Board of Directors | ​
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​ | The stockholder(s) hereby appoint(s) Carl G. Braunlich and Daniel R. Lee, or any of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of stock of FULL HOUSE RESORTS, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 11:00 AM Mountain Time, on May 15, 2025, at Chamonix Casino Hotel, 201 East Bennett Avenue, Cripple Creek, CO 80813, and any adjournment or postponement thereof. | ​
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​ | This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations and according to the discretion of the proxy holders on any other matter that may properly come before the meeting. | ​
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​ | Continued and to be signed on reverse side | ​
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