Jaymin Patel

About Jaymin B. Patel

Jaymin B. Patel, age 57, is Vice‑Chairman of the Board at Bally’s Corporation (BALY) since May 2023 and has served as an independent director since January 2021; his current board term expires in 2027 . He is a seasoned operator and financial executive with prior CEO, COO, and CFO roles in gaming and technology, and currently serves as Executive Chairman of Perennial Climate, Inc., bringing global operations and finance expertise to Bally’s governance .

Past Roles

External Roles

Board Governance

• Independence and leadership: The Board has determined Patel is independent under NYSE/SEC standards; he serves as Vice‑Chairman of the Board .
• Committee assignments: Chair, Nominating & Governance Committee; Member, Compensation Committee (all independent) .
• Committee activity levels (2024): Compensation Committee met 7x; Nominating & Governance met 6x; Audit met 12x; Compliance met 7x; ESG met 2x—indicating active committee oversight cadence .
• Board activity and attendance: Board met 13 times in 2024; all existing directors attended at least 62% of aggregate Board and committee meetings on which they served; all directors attended the 2024 annual meeting .
• Executive sessions: Independent directors met without management at each regular quarterly Board meeting in 2024 .
• Lead Independent Director: None appointed; Chairman is Soohyung Kim .
• Controlled company context: Affiliates of Standard General L.P. own 73.4% of outstanding shares; Bally’s has not elected controlled-company exemptions and maintains majority-independent Board and independent Comp and N&G Committees .

Fixed Compensation (Director)

Notes and structure:

• Director policy (2024): Vice‑Chairman annual retainer $400,000 split $200,000 cash and $200,000 annual restricted stock award (RSAs); other non‑employee directors receive $200,000 total ($100,000 cash + $100,000 RSAs); committee chairs receive $50,000 additional cash retainer annually .
• 2024 extraordinary assignments: Patel received $480,000 for service on the Operational Integration Committee and $180,000 for a special committee reviewing a transaction proposed by Standard General L.P. (both cash) .
• Equity vesting rules for directors: Director RSAs generally vest in full on the earlier of the first anniversary of grant or the next annual meeting, with a one‑year holding period; Chairman’s quarterly RSAs vest on grant with a one‑year holding requirement .
• Vice‑Chairman equity: Patel’s 2024 stock awards (~$200,000) include an additional ~$100,000 grant for his Vice‑Chairman role per policy .

Implications:

• 2024 mix skewed to cash due to special committee work (cash $860k vs equity $200k), which is atypical versus standard director pay mix but reflects time‑intensive oversight assignments in a transaction/integration year .

Performance Compensation (Director)

• No performance‑conditioned equity for non‑employee directors is disclosed; director equity grants are time‑based RSAs with holding requirements (no TSR/EBITDA metrics) .

Other Directorships & Interlocks

• Current public company boards: SpartanNash (SPTN) and Brown & Brown (BRO) .
• Shared directorships or competitive interlocks with Bally’s stakeholders: None disclosed .
• Compensation Committee Interlocks: Bally’s discloses no compensation committee interlocks or insider participation; Patel is independent and not a current/former officer .

Expertise & Qualifications

• Core competencies: Executive leadership (CEO/COO), public‑company CFO, global operations, finance, gaming ecosystem knowledge (GTECH/IGT), and sustainability/technology exposure via Perennial Climate .
• Governance roles: Chair of Nominating & Governance; member of Compensation Committee; independent under NYSE/SEC standards .

Equity Ownership

Governance Assessment

Positives

• Independent director with deep gaming and finance credentials; chairs Nominating & Governance and sits on Compensation—key levers for board composition, independence, and pay oversight .
• Active oversight evidenced by multiple committee meetings and Patel’s participation on special committees (Operational Integration; Standard General transaction review), indicating engagement on strategic and conflict‑sensitive matters .
• Robust policies: Hedging/pledging prohibitions and clawback frameworks (plan‑level recoupment provisions; NYSE‑compliant executive clawback) support alignment and accountability .

Watchpoints / RED FLAGS

• Controlled shareholder risk: Standard General owns 73.4%; while Bally’s has not taken controlled‑company governance exemptions, minority shareholder influence is structurally constrained; Patel’s special‑committee service is a mitigating control around related transactions but underscores potential conflicts requiring continued vigilance .
• No Lead Independent Director while the Chairman is affiliated with the controlling shareholder; independents hold executive sessions, but the absence of a LID may be viewed as a governance gap by some investors .
• Compensation culture context (for NEOs): 2024 performance targets (Adjusted EBITDA) were abandoned and bonuses paid at committee discretion; while not about director pay, this indicates elevated compensation discretion during integration—a point Compensation Committee members (including Patel) should address in investor engagement .

Supplemental Context

• Say‑on‑Pay result (2024): 76.4% approval; Committee notes no changes were made specifically due to the vote—suggests room to strengthen alignment messaging post‑discretionary payouts .
• Compensation consultant: Lockton; peer group reviewed (including Accel, Boyd, Churchill Downs, DraftKings, IGT, Light & Wonder, Penn, Roblox, Rush Street Interactive, Take‑Two, etc.) to inform practices; no benchmarking‑driven pay decisions disclosed for 2024 .

Appendix: Committee Snapshot (2024)

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