PENN Entertainment, Inc. (PENN)

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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One page per director: the seat, the committees and the fee table, read for one person at a time.

Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.

Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

Our executive compensation program is designed to motivate and reward executives for achieving and exceeding targeted performance goals that drive long-term shareholder value. Our executive compensation program is predominantly at-risk and long-term focused, with the majority of target opportunities delivered through annual and long-term incentives tied to the achievement of rigorous pre-established goals.

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

a. Approved under the standard stated in the filing — “PROPOSAL VOTE REQUIRED BROKER DISCRETIONARY ALLOWED? 1 Election of Class III Directors Plurality of Votes Cast No 2 Ratification of Appointment of Independent Registered Public Accounting Firm Majority of Votes Cast Yes 3 Advisory Vote to Approve the Compensation of Named Executive Officers Majority of Votes Cast No 4 Approval of the Third Amendment to our 2022 Long-Term Incentive Compensation Plan Majority of Votes Cast No 5 Advisory Vote on a Shareholder Proposal Requesting Annual Election of Directors, if Properly Presented Majority of Votes Cast No In accordance with the voting standards set forth above, withheld votes, abstentions and broker non-votes have no effect on any of the above proposals.”.

b. Approved under the standard stated in the filing — “For purposes of the vote on this proposal, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.”.

c. Approved under the standard stated in the filing — “PROPOSAL ​ ​ VOTE REQUIRED ​ ​ BROKER DISCRETIONARY ALLOWED? Election of Class I Directors ​ ​ Plurality of Votes Cast ​ ​ No Ratification of PwC ​ ​ Majority of Votes Cast ​ ​ Yes Advisory Vote on Executive Compensation ​ ​ Majority of Votes Cast ​ ​ No In accordance with the voting standards set forth above, withholds, abstentions and broker non-votes have no effect on any of the proposals.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

Of the companies PENN Entertainment, Inc. names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.

Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including PENN Entertainment, Inc..

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

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