Tracy Harris

About Tracy S. Harris

Independent director of Bally’s Corporation since February 2023; age 61. Extensive finance and operations background with prior CFO roles across insurance, education, architecture, and convention sectors. Current public and institutional board service includes 1847 Holdings LLC (NYSE:EFSH), CareFirst Blue Cross Blue Shield, the District of Columbia Retirement Board, and the Council of Institutional Investors; recently appointed to the PCAOB Investor Advisory Group. Education: BS in Marketing (Fontbonne University), MBA (St. Louis University), MPA (University of Pennsylvania). Chairs Bally’s Audit Committee and is designated an “audit committee financial expert.”

Past Roles

External Roles

Board Governance

• Independence: Board affirmatively determined Harris is independent under NYSE/SEC rules. Bally’s is a “controlled company” (Standard General affiliates own 73.4%) but has not relied on controlled-company exemptions; Compensation and Nominating & Governance Committees remain independent.
• Committee assignments and leadership:
  • Audit Committee: Chair; “financially literate”; designated “audit committee financial expert”; 12 meetings in 2024.
  • Nominating & Governance Committee: Member; 6 meetings in 2024.
  • ESG Committee: Member; 2 meetings in 2024.
• Board meetings and engagement: Board held 13 meetings in 2024; all directors attended or participated in at least 62% of the aggregate of Board and applicable committee meetings; independent directors met in executive session at each regular quarterly meeting.

• Lead Independent Director: None appointed.
• Shareholder communications channels to Board via Secretary and applicable committee chairs are established.

Fixed Compensation

• Program structure (non-employee directors in 2024): $200,000 annual retainer ($100,000 cash paid quarterly + $100,000 annual restricted stock award); committee chairs receive an additional $50,000 cash retainer; RSAs generally vest on the earlier of the first anniversary of grant or the next annual meeting and carry a one-year holding period; new directors receive a one-time $100,000 equity grant.

• Unvested director RSAs outstanding at 12/31/2024: Harris 7,686 RSAs.

Performance Compensation

• Director equity awards are time-based RSAs with vesting as noted; there are no performance metrics or options tied to director compensation.

Other Directorships & Interlocks

• Public/Institutional boards: 1847 Holdings LLC (NYSE:EFSH), CareFirst Blue Cross Blue Shield, DC Retirement Board, Council of Institutional Investors; PCAOB IAG appointment.
• Related-party and interlocks: Proxy discloses policy and review of related-party transactions; no transactions involving Harris are disclosed.

Expertise & Qualifications

• Audit and finance expertise: Multiple CFO roles; “audit committee financial expert” designation; financial literacy under NYSE standards.
• Education: BS (Fontbonne), MBA (St. Louis University), MPA (University of Pennsylvania).
• Governance and investor advocacy: Service with Council of Institutional Investors; PCAOB IAG appointment.

Equity Ownership

Governance Assessment

• Strengths:

  • Independent director with deep finance background; chairs Audit Committee and is an SEC/NYSE “audit committee financial expert,” enhancing financial oversight quality.
  • Member of Nominating & Governance and ESG committees, indicating broad governance and sustainability engagement.
  • Balanced director pay mix (cash + equity) with one-year holding period supports alignment.
  • Robust insider trading, hedging, and pledging prohibitions.

• Watch items / potential red flags:

  • Controlled company: Standard General affiliates beneficially own 73.4% of shares. While Bally’s maintains independent committees and majority-independent board, ownership concentration presents governance risk.
  • Board engagement disclosure: Company reports directors attended “at least 62%” of combined Board and committee meetings in 2024—below typical best-practice disclosure and without per-director detail; monitor future attendance trends.
  • No Lead Independent Director designated.

• Shareholder feedback: 2024 Say‑on‑Pay support was ~76.4%; Compensation Committee noted no program changes specifically due to vote outcomes.

• Compensation Committee practices:

  • Independent members; no interlocks; authority to retain independent consultants; Lockton engaged to inform market practices and peer group; peer list spans gaming, interactive, and related companies.

• Related-party transactions: No transactions involving Harris disclosed; Audit Committee oversees related-party review.