2018 Guide to Effective Proxies

6 TH EDITION | GUIDE TO EFFECTIVE PROXIES 252 Executive Compensation EXECUTIVE SUMMARY EXECUTIVE SUMMARY Page 26 EXECUTIVE COMPENSATION PROCESS Page 27 OBJECTIVES OF OUR COMPENSATION PROGRAM Page 27 ELEMENTS OF COMPENSATION Page 29 OTHER COMPENSATION MATTERS Page 33 The primary focus of the Company with respect to executive compensation in 2017 was continuing to refine and implement the compensation program designed in connection with the 2016 initial public offering, with the intent that our programs continue to appropriately compensate and motivate the NEOs. In designing the initial program, the Board drew upon both its experience with compensation design practices at MGM, which the Board believes exemplifies a successful executive compensation program, as well as by reference to the compensation practices among publicly traded triple net lease REITs of a size similar to the Company. In January 2018, the annual bonus program was updated to modify the structure of annual bonus payouts such that the portion of the annual bonus for 2017 earned in excess of the NEO’s base salary (which excess portion is paid in equity) will be paid in the form of deferred restricted stock units (“Bonus Deferred RSUs”), rather than Bonus Performance Share Units (“Bonus PSUs”), as described in more detail below. The Company’s compensation program includes the following key characteristics: Elements of our Executive Compensation Program • Base salaries of $800,000 and $400,000 for our CEO and CFO, respectively. • Annual Bonus Plan for 2017: • As originally designed, target bonus opportunities of 100% and 50% of base salary for our CEO and CFO, respectively, with bonuses earned in excess of 100% of the NEO’s base salary paid in the form of Bonus PSUs, which are described in more detail below. Based on the design change implemented in January 2018, any excess bonus amounts earned in respect of 2017 performance was paid in the form of Bonus Deferred RSUs. Like Bonus PSUs, Bonus Deferred RSUs are not subject to forfeiture in the case of termination. However, unlike Bonus PSUs, payment of Bonus Deferred RSUs is not subject to the achievement of additional performance criteria following the date such Bonus Deferred RSUs are granted. The Board determined that this design change was appropriate given that the executive had already achieved the level of performance necessary in order to earn an annual bonus payout in an amount exceeding his base salary. • 2017 bonus opportunity based on achievement of strategic objectives established for each of the NEOs; • Bonus payout of 150% of target reflects the Board’s conclusion that the NEOs exhibited strong performance with respect to achievement of the 2017 strategic objectives. • Long-Term Incentives pursuant to the Company’s 2016 Omnibus Incentive Plan (the “MGP Omnibus Plan”): • Delivered in two forms of equity, designed to both incentivize and retain the NEOs. • 73% delivered in the form of performance share units (“PSUs”) to Mr. Stewart (71% for Mr. Chien), with the ultimate payout in the Company’s Class A shares based on the relative performance of the Company vs. the non-mortgage REITs in the NAREIT index measured over a three-year period. • 27% delivered in restricted share units (“RSUs”) to Mr. Stewart (29% for Mr. Chien) vesting over four years. Results from 2017 Say-on-Pay Vote Our 2017 proposal to approve, on an advisory basis, the 2016 compensation of our NEOs (i.e., the “say-on-pay” proposal) was approved by approximately 99% of the total votes cast. Based on the positive results of the 2017 say-on-pay vote, we 26 MGM Growth Properties LLC 2018 Proxy Statement MGM GROWTH PROPERTIES LLC