Terrence Downey
Bally'sAbout Terrence Downey
Terrence Downey, age 70, has served on Bally’s board since January 2019 and became Head of Global Operations on March 4, 2025; he notified Bally’s of his retirement from the Board effective September 26, 2025 . He brings decades of operating experience, previously as President/COO of SLS Las Vegas (Jan–Jul 2017), President/GM of Aliante Gaming (2012–2016), and over 15 years as VP/GM at Station Casinos properties . Context for performance alignment at Bally’s: 2024 pay-versus-performance disclosures identify Adjusted EBITDA and Net Income as the most important financial performance measures, and Bally’s cumulative TSR value of a $100 investment stood at 70.05 as of 2024 year-end (company framework, not specific to Mr. Downey) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| SLS Las Vegas | President & COO | Jan 2017 – Jul 2017 | Led resort operations; senior operating oversight in Las Vegas market |
| Aliante Gaming LLC | President & GM | Nov 2012 – Oct 2016 | P&L and property leadership; turnaround and growth execution |
| Station Casinos (multiple locations) | Vice President & GM | Not disclosed (over 15 years) | Multi-property operations leadership; deep operating and BD experience |
External Roles
Not disclosed in cited filings for Mr. Downey (no external public company board roles specified) .
Fixed Compensation
Director compensation (FY2024; he became an employee in March 2025 and thus received director pay for 2024):
| Component | FY2024 Amount |
|---|---|
| Fees earned or paid in cash | $150,000 |
| Stock awards (RSAs, grant date fair value) | $99,995 |
| Total | $249,995 |
Notes:
- On May 16, 2024, he received restricted stock awards with grant-date fair value of ~$100,000 as part of standard non-employee director equity . As of December 31, 2024, he had 7,686 unvested RSAs outstanding .
Performance Compensation
Director equity in 2024 (not performance-based):
| Grant date | Instrument | Shares/Status | Grant-date fair value |
|---|---|---|---|
| May 16, 2024 | Restricted stock awards (RSAs) | 7,686 unvested as of 12/31/2024 | ~$100,000 |
Company incentive design context (for NEOs in 2024; Mr. Downey was not an NEO in 2024):
- Annual cash incentive metric: Adjusted EBITDA, with a 2024 target of $588 million; committee retained discretion on payouts .
- “Most important” pay-versus-performance measures: Adjusted EBITDA and Net Income (Loss) .
- 50% of earned 2024 annual incentives for NEOs were settled in fully vested shares on March 21, 2025 (balance in cash) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 7,686 shares; less than 1% of outstanding as of March 19, 2025 |
| Unvested director RSAs | 7,686 as of 12/31/2024 |
| Ownership guidelines | Non-employee directors: 5x annual cash retainer; officers: CEO 5x salary; EVPs 3x salary; other officers 2x salary |
| Compliance with guidelines | As of March 19, 2025, several non-employee directors, including Mr. Downey, were not yet within guidelines (noted as due to date of election), and many directors/officers sold shares in connection with the February 7, 2025 merger cash-out at $18.25 per share |
| Hedging/pledging policy | Hedging and pledging of Bally’s stock is prohibited for directors and officers |
Insider selling pressure considerations:
- Unvested 2024 director RSAs (7,686) provide a defined vest/settlement overhang; hedging/pledging is prohibited, reducing synthetic selling pressure .
- On Feb 7, 2025, shares (other than those elected to remain outstanding) were converted to $18.25 cash consideration; directors, including Mr. Downey, sold shares in connection with the merger, a liquidity event that reduced future selling overhang .
Employment Terms
| Term | Mr. Downey |
|---|---|
| Role and start | Head of Global Operations, effective March 4, 2025 |
| Employment agreement | Not disclosed in the cited proxy or 8-Ks; no public details on base salary, bonus target, or severance for Mr. Downey |
| Change-of-control (plan-level context) | Company equity plan allows for RSU/Restricted Share vesting modifications upon retirement, death, disability, termination, or change in control; PSUs fully vest at target upon change in control (policy context; NEO award terms shown) |
| Clawbacks | Company maintains NYSE-compliant clawback policy (Oct 2, 2023) and a Supplemental Clawback Policy for material harm; applies to executive officers |
| Non-compete / non-solicit | Not disclosed for Mr. Downey; (examples for other executives are detailed, but not for him) |
Board Service and Governance
| Topic | Detail |
|---|---|
| Board tenure | Director since January 2019; term expires 2027; retired from Board effective September 26, 2025 |
| Committee roles | Member, Compliance Committee (Chair: Wilson); committee held 7 meetings in 2024 |
| Independence | Not independent (employee status); the Board maintains a majority of independent directors overall |
| Controlled company dynamics | Standard General affiliates own 73.4% of shares; Bally’s did not utilize controlled company exemptions but may in the future |
| Board leadership | Chairman: Soohyung Kim; CEO role separated from Chair; no Lead Independent Director |
| Board meetings/attendance | Board held 13 meetings in 2024; all directors attended at least 62% of Board and committee meetings; independent directors held executive sessions quarterly |
Director Compensation (Structure and 2024 data)
| Element | Program detail |
|---|---|
| Cash retainer and fees | 2024 cash fees for Mr. Downey: $150,000; he did not receive separate special committee fees (not listed among recipients) |
| Equity grants | Annual RSAs granted May 16, 2024 (~$100,000 grant-date value); 7,686 unvested RSAs outstanding at 12/31/2024 |
| Ownership guidelines | Directors: 5x cash retainer; five-year window to comply; compliance calculation includes RSUs/PSUs and certain deferred holdings |
Compensation Committee and Peer Group (context)
- Compensation Committee members: Jeffrey W. Rollins (Chair), Jaymin B. Patel, Wanda Y. Wilson .
- 2024 Say-on-Pay approval: ~76.4% of votes cast approved NEO compensation (context for pay alignment) .
- 2024 peer group used for context (not strict benchmarking): Accel Entertainment; Boyd Gaming; Churchill Downs; DraftKings (Daily Fantasy); IGT; Light & Wonder; Penn Entertainment; Playtika; Red Rock Resorts; Roblox; Rush Street Interactive; Take-Two Interactive .
Performance & Track Record (selected company context)
- Most important financial performance measures linking pay and performance in 2024 disclosures: Adjusted EBITDA and Net Income (Loss) .
- Cumulative TSR value of $100 investment: 70.05 as of 2024 year-end; peer group (Dow Jones US Gambling Index) 75.79 (contextual, not specific to individual executive impact) .
Investment Implications
- Alignment: Mr. Downey’s 2024 director equity (~$100,000 RSAs; 7,686 unvested as of 12/31/24) provides modest alignment; however, beneficial ownership is small (<1%) and he was not yet within director ownership guidelines as of March 19, 2025—a potential alignment gap, partially mitigated by the merger cash-out resetting holdings .
- Selling pressure: 2024 director RSAs and any post-appointment equity (undisclosed) are the primary overhangs; the February 2025 merger monetization at $18.25/share reduced future forced selling risk; hedging/pledging remains prohibited .
- Retention risk: No public employment agreement for Mr. Downey; absence of disclosed severance/change-in-control protections for him specifically increases uncertainty versus other disclosed executives; company-level clawbacks and ownership guidelines apply .
- Governance: Dual role (executive and director) eliminated upon his retirement from the Board in September 2025, relieving independence concerns; Board remains majority independent, though no Lead Independent Director and significant control by Standard General elevate governance sensitivity for investors .
- Pay-for-performance framework: Company emphasizes Adjusted EBITDA for annual incentives and uses equity; 2024 Say-on-Pay support (~76%) suggests moderate investor acceptance of the pay model, though execution risk remains given historical net losses and the need for operational improvement under new leadership alignment in 2025 .