James Abrahamson
About James R. Abrahamson
Independent Chair of VICI’s Board since October 2017 (tenure: ~8 years), age 69. Former Chair and CEO of Interstate Hotels & Resorts with deep hospitality and REIT experience; holds a Business Administration degree from the University of Minnesota. Currently serves as an independent director at BrightView Holdings; VICI’s Board has affirmed his independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Interstate Hotels & Resorts | Chair; previously CEO and director | Chair: Oct 2016–Oct 2019 (sale to Aimbridge); CEO/Director: 2011–Mar 2017 | Led global hotel manager; oversaw sale; industry leadership credentials |
| InterContinental Hotels Group (IHG) | Executive Director, Board | 2010–2011 | Senior governance role; prior senior leadership at IHG |
| Hyatt, Marcus, Hilton | Senior leadership positions | Various | Operating and strategic leadership across major hospitality brands |
| Marriott International National Association (owners) | President | 2017–2018 | Industry leadership and owner engagement |
| American Hotel & Lodging Association | Board Chair | 2015–2016 | Sector advocacy and governance |
| U.S. Travel Association | Board Chair | 2013–2014 | Travel policy leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BrightView Holdings (NYSE: BV) | Independent Director; Interim President & CEO | Director since 2015; Interim CEO Jun–Sep 2023 | Current public board; 1 other public board overall |
| CorePoint Lodging (NYSE: CPLG) | Independent Director | 2018–2022 | REIT board service |
| LaQuinta Holdings (NYSE: LQ) | Independent Director | 2015–2018 | Board service until sale |
| InterContinental Hotels Group (LON: IHG) | Executive Director | 2010–2011 | International board experience |
Board Governance
- Role and independence: Serves as independent Chair; the Board separates Chair and CEO roles. The Chair focuses on Board effectiveness and independent oversight; he participates (without voting) in committee meetings when possible . Independence for all non-management directors, including Abrahamson, was affirmed; no material relationships were identified .
- Committee structure and attendance: Board held 7 meetings in 2024; Audit (4), Compensation (5), Nominating & Governance (4). All directors attended ≥75% of applicable meetings; committees reported 100% member attendance in 2024 .
- Executive sessions: Non-management directors meet in executive session following each regular Board meeting; all non-management directors are currently independent (so executive sessions of independent directors occur at least annually) .
- Director commitments and refresh: Policy limits directors to ≤4 public boards (≤2 if an executive officer); committee refresh executed Feb 2025 to enhance oversight. Retirement policy expects resignation offers at age 75 (case-by-case exceptions permitted) .
- ESG, risk, and governance: Fully independent committees; robust stock ownership, anti-hedging/pledging policies, clawback policy; no material related-party transactions; no committee interlocks .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer | $300,000 | ~$200,000 in restricted common stock; ~$100,000 in cash; directors may elect to receive additional retainers in cash/equity and may defer compensation under a 409A-compliant plan . |
| Independent Chair retainer | $150,000 | Paid to Abrahamson for Chair role . |
| 2024 actual (Abrahamson) | Cash: $170,014; Stock Awards (grant-date fair value): $270,014; Total: $440,028 | Stock awards reflect ASC 718 grant-date fair value; annual stock grant made April 30, 2024 to cover period through April 29, 2025; quarterly cash payments and elected mix for additional retainers explain deviation from $200k equity baseline . |
Performance Compensation
| Equity Grant Type | Grant Date | Grant Value | Vesting/Service Period | Performance Metrics |
|---|---|---|---|---|
| Restricted Common Stock (time-based) | Apr 30, 2024 | $200,000 | Annual meeting-to-annual meeting (aligns with director term) | None; director equity is time-based (no PSUs/options disclosed) . |
Directors do not receive performance-based incentives; VICI’s clawback policy applies to incentive compensation (executive program) and robust anti-hedging/pledging policies apply to directors .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | BrightView Holdings (NYSE: BV) . |
| Total other public boards | 1 (as of proxy snapshot) . |
| Compensation Committee interlocks | None in 2024 (no interlocking relationships) . |
| Related-party transactions | None material; Nominating & Governance Committee oversees related-party policy and approvals . |
Expertise & Qualifications
- Strategic leadership and CEO experience; extensive hospitality and REIT real estate expertise .
- Capital markets/M&A, risk oversight, and public company board experience reflected in the director skills matrix and biographical summary .
- International experience; industry body leadership (AHLA, U.S. Travel) .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Outstanding | Ownership Breakdown |
|---|---|---|---|
| James R. Abrahamson | 163,358 | <1% | 155,958 direct; 2,900 by spouse; 4,500 in 401(k) . |
| Ownership guidelines (directors) | 5x annual base cash retainer | All executives and non-employee directors exceeded guidelines as of Dec 31, 2024 (directors: 9x–48x) . | |
| Hedging/pledging | Prohibited (no margin or pledging; no hedging/short sales) | Insider Trading Policy bans pledging/hedging and derivative trading for directors . |
Insider Trades (last 2 years)
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| Oct 1, 2025 | Award (A) – Common Stock | 1,106 | $0 (grant) | 164,425 | https://www.sec.gov/Archives/edgar/data/1705696/000170569625000120/0001705696-25-000120-index.htm |
| Jul 1, 2025 | Award (A) – Common Stock | 580 | $0 (grant) | 163,319 | https://www.sec.gov/Archives/edgar/data/1705696/000170569625000094/0001705696-25-000094-index.htm |
| Apr 1, 2024 | Award (A) – Common Stock | 517 | $0 (grant) | N/A in excerpt | https://www.sec.gov/Archives/edgar/data/1201260/000170569624000052/xslF345X03/wk-form4_1712095754.xml |
Governance Assessment
- Board effectiveness: As independent Chair, Abrahamson enhances oversight and separation of powers; fully independent committees and regular executive sessions support governance quality .
- Alignment and incentives: Director pay is two-thirds equity via time-based restricted stock and clear stock ownership requirements; all directors exceed guidelines, reinforcing “owner” mindset; anti-hedging/pledging strengthens alignment .
- Independence and conflicts: Board affirmed Abrahamson’s independence; no material related-party transactions; no compensation committee interlocks—a positive signal for investor confidence .
- Engagement and attendance: Board met 7 times in 2024; all directors met ≥75% attendance; committee attendance was 100%—indicative of active oversight and engagement .
Red flags: None identified related to pledging, hedging, related-party transactions, or committee interlocks; policies and disclosures indicate strong governance posture .