Diana Cantor
About Diana F. Cantor
Independent director at VICI; age 67; joined the Board in May 2018; currently Audit Committee Chair and member of the Nominating & Governance Committee. Partner and Board of Managers member at Alternative Investment Management, LLC since January 2010; Certified Public Accountant with a J.D. (NYU), MBA (University of Miami), and B.S. in Accounting (University of Florida) . The Board has affirmatively determined she is independent under NYSE standards . In 2024, the Board met 7 times; all directors attended at least 75% of Board/committee meetings and attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman, Sachs & Co. | Vice President | 1985–1990 | Finance leadership |
| Richmond Resources, Ltd. | Vice President | 1990–1996 | Investment/finance |
| Virginia College Savings Plan (state 529) | Founding CEO | 1996–2008 | Built and led state 529 program |
| New York Private Bank & Trust | Managing Director | Jan 2008–Dec 2009 | Financial services leadership |
| Virginia Retirement System | Trustee; Chair | ~10 years | Audit & Compliance Committee; governance oversight |
External Roles
| Organization | Role | Since | Notes/Committees |
|---|---|---|---|
| Domino’s Pizza, Inc. (NYSE: DPZ) | Director | Oct 2005–Present | Public company directorship |
| Universal Corporation (NYSE: UVV) | Director | 2012–Present | Public company directorship |
| Dodge & Cox Funds | Board of Trustees | Oct 2024–Present | Fund governance |
| VCU Health System Authority | Director | N/A | Chairs Investment & Debt Committee |
| Mauser Packaging Solutions | Director (Private) | N/A | Private company board |
| SCP Retirement Services | Director (Private) | N/A | Private company board |
| Prior boards (selected) | Director | Various | Media General; Revlon; Vistage; Knowledge Universe; Edelman Financial Services; Adore Me; Service King Body & Paint |
Board Governance
| Item | Detail |
|---|---|
| Committee assignments | Audit (Chair); Nominating & Governance (Member) |
| Audit Committee | 4 meetings in 2024; 100% committee member attendance; all members are SEC “financial experts” |
| Nominating & Governance Committee | 4 meetings in 2024; 100% committee member attendance |
| Board attendance | Board met 7 times in 2024; all directors attended ≥75% of Board/committee meetings; all attended 2024 Annual Meeting |
| Independence | Board determined Cantor and all non‑employee directors are independent |
| Executive sessions | Regular executive sessions of independent directors held (after each Board meeting) |
| Cybersecurity oversight | Audit Committee oversees cybersecurity and IT risk; receives reports |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer | $300,000 | ~66.7% ($200,000) in restricted stock; ~33.3% ($100,000) in cash |
| Committee Chair fee (Audit) | $40,000 | Annual; form (cash/equity) elected by director |
| Committee Member fee (Nominating & Governance) | $10,000 | Annual; form (cash/equity) elected by director |
| 2024 Actual – Cash | $100,000 | “Fees Earned or Paid in Cash” for 2024 |
| 2024 Actual – Stock Awards | $250,000 | Aggregate grant-date fair value (ASC 718) |
| 2024 Total | $350,000 | Cantor’s total 2024 director compensation |
| Deferral | Available | Directors may elect to defer compensation under 409A |
Performance Compensation
| Equity Grant | Grant Date | Grant Fair Value | Vesting/Service Period | Notes |
|---|---|---|---|---|
| Annual Restricted Stock | Apr 30, 2024 | $200,000 | From Apr 30, 2024 (2024 AGM) to Apr 29, 2025 (2025 AGM) | Annual meeting-to-annual meeting vesting cadence |
| Additional equity (committee fees elected in stock) | 2024 | $50,000 | N/A | Included in “Stock Awards” total |
- No director stock options or PSUs are disclosed; director equity is time-based restricted stock with a one-year minimum vesting policy (subject to 5% carve-out at company level) .
- Incentive compensation clawback policy is maintained at the company level .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other current public boards | Domino’s Pizza (DPZ); Universal Corporation (UVV) |
| Interlocks | No compensation committee interlocks in 2024; no VICI executives sit on boards/comp committees of entities with executives on VICI’s Board/Comp Committee |
| Family relationships | None among directors and executive officers |
| Related party transactions | Company reports no material related party transactions |
| Director commitments policy | Limit of ≤4 public boards absent Board consent; Cantor’s current public board count (including VICI) fits policy |
Expertise & Qualifications
- Finance/Accounting; Risk Oversight; Strategic Planning; Public company board experience; Cybersecurity/IT familiarity; industry exposure spanning Consumer Discretionary, Entertainment/Lodging/Hospitality, REIT/Real Estate, International, Technology .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 50,234 shares (as of Mar 3, 2025) |
| % of shares outstanding | <1% of 1,056,702,548 outstanding shares |
| Ownership guidelines | Non‑employee directors: 5× annual base cash retainer |
| Compliance status | All non‑employee directors exceeded guidelines as of Dec 31, 2024 |
| Hedging/pledging | Prohibited: no margin accounts or pledging; no hedging/short‑selling/options by directors |
Governance Assessment
- Strengths: Independent Audit Chair and SEC “financial expert” with deep finance credentials (CPA; prior Goldman Sachs VP; state pension chair); 100% committee attendance; explicit cybersecurity oversight; robust anti‑hedging/anti‑pledging and ownership guidelines; no related‑party transactions or interlocks reported .
- Alignment: 2024 pay mix favors equity ($250k stock vs. $100k cash), plus annual restricted stock vesting aligned with director service cycle; exceeds ownership guidelines, supporting “skin‑in‑the‑game” .
- Potential conflicts: Current external public boards (DPZ, UVV) do not indicate disclosed conflicts with VICI; Board independence reaffirmed; director commitments policy in place to mitigate over‑boarding risk .
- RED FLAGS: None evident—no hedging/pledging; no related‑party transactions; strong attendance; no compensation committee interlocks; no family relationships .