DEF 14A of Las Vegas Sands Corp, Mar 28, 2024

DEF 14A of Las Vegas Sands Corp

Filed Mar 28, 2024 · FY20230001193125-24-080593

Open on EDGAR

  1. ABOUT THE BOARD

    ABOUT THE BOARD Our Board currently has seven directors. The term of office of the current directors will expire at the 2024 Annual Meeting of Stockholders. Stockholders are being asked to consider each of the following seven nominees to serve as director until the 2025 Annual Meeting of Stockholders and until their respective successor has been duly elected and qualified or until such director’s resignation, disqualification, death or removal: Robert G. Goldstein, Patrick Dumont, Irwin Chafetz, Micheline Chau, Charles D. Forman, Lewis Kramer and Alain Li. Each of the nominees is a current director of the Company who has indicated they will serve if elected. We do not anticipate any of the nominees will be unable or unwilling to serve, if elected, but if that happens, it is the intention of the persons named in the proxies to select and cast their votes for the election of such other person or persons as the Board may designate. Our current directors bring a variety of experiences and core competencies we believe are important to overseeing the strategic execution and risk management of our Company’s operations. The complexities of our Integrated Resort operations include five primary revenue categories, six operating segments and significant development and construction initiatives. Strict adherence to gaming and other regulations in various jurisdictions is essential. The ability to provide the appropriate oversight and risk assessment responsibilities is demonstrated in our directors’ professional careers, which include:

  2. ABOUT THE BOARD

    | • | C-suite level positions at global companies, including those in: |

  3. ABOUT THE BOARD

    | – | gaming, hospitality and meetings, incentives, conventions and exhibitions (“MICE”); |

  4. ABOUT THE BOARD

    | – | retail, marketing and branding; |

  5. ABOUT THE BOARD

    | – | entertainment; and |

  6. ABOUT THE BOARD

    | – | companies with a strong presence in Asia. |

  7. ABOUT THE BOARD

    | • | Participation on other global public company boards; |

  8. ABOUT THE BOARD

    | • | Financial transactions and corporate finance experience; and |

  9. ABOUT THE BOARD

    | • | Accounting, auditing and internal control experience in working with global Fortune 500 public companies. |

  10. ABOUT THE BOARD

    In addition to the specific professional experience of our directors, we select our directors because they are highly accomplished in their respective fields, insightful and inquisitive. We believe each of our directors possesses sound business judgment and is highly ethical. We consider a wide range of factors in determining the composition of our Board, including professional experience, expertise, race, ethnicity, gender, age and cultural background.

  11. ABOUT THE BOARD

    | LAS VEGAS SANDS 2024 Proxy Statement | 9 |

  12. BOARD COMPOSITION

    BOARD COMPOSITION

  13. BOARD COMPOSITION

    | | | | | |

  14. BOARD COMPOSITION

    | SKILLS & EXPERTISE | The table below summarizes the key qualifications, skills and attributes of the Board. Our director nominees’ biographies describe each director’s background and relevant experience in more detail. |

  15. BOARD COMPOSITION

    | QUALIFICATIONS, EXPERTISE & ATTRIBUTES | GOLDSTEIN | DUMONT | CHAFETZ | FORMAN | CHAU | KRAMER | LI | | ACCOUNTING/AUDIT/FINANCE | | ✓ | | | ✓ | ✓ | ✓ | | SENIOR LEADERSHIP | ✓ | ✓ | | ✓ | ✓ | | ✓ | | COMPLIANCE/GOVERNANCE/LEGAL | | | | ✓ | | | | | HOSPITALITY/GAMING/MICE | ✓ | ✓ | ✓ | ✓ | | | | | RETAIL/MARKETING/BRANDING | ✓ | ✓ | | | ✓ | | ✓ | | PUBLIC COMPANY BOARD EXPERIENCE | ✓ | | | ✓ | ✓ | ✓ | ✓ |

  16. BOARD COMPOSITION

    | | THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED BELOW. |

  17. BOARD COMPOSITION

    | 10 | LAS VEGAS SANDS 2024 Proxy Statement |

  18. BOARD COMPOSITION

    | BIOGRAPHIES | Below are the backgrounds of our director nominees: |

  19. BOARD COMPOSITION

    | ROBERT G. GOLDSTEIN CHAIR AGE: 68 DIRECTOR SINCE: 2015 COMMITTEES: • None | Mr. Goldstein’s extensive experience in the hospitality and gaming industries, including as a senior executive officer of our Company (or its predecessors) since 1995, as well as his current position as our Chairman and Chief Executive Officer, led the Board to conclude he would be a valuable member of our Board. Experience Mr. Goldstein was appointed the Company’s Chairman and Chief Executive Officer on January 26, 2021. Prior to that, he had been the Company’s President and Chief Operating Officer and a member of the Board since January 2015. He previously served as the Company’s President of Global Gaming Operations from January 2011 until December 2014, the Company’s Executive Vice President from July 2009 until December 2014, and the Company’s Secretary from August 2016 to November 2016. He has held other senior executive positions at the Company and its subsidiaries since 1995. Additionally, Mr. Goldstein also currently serves as Chairman and, up until January 2024, as Chief Executive Officer of our Company’s subsidiary, SCL, since January 2021, having previously served as a member of its board since May 2014 and as its interim president from January 2015 through October 2015. From 1992 until joining the Company in December 1995, Mr. Goldstein was the executive vice president of marketing at the Sands Hotel in Atlantic City, as well as an executive vice president of the parent Pratt Hotel Corporation. He served on the board of Remark Media, Inc., a global digital media company, from May 2013 to March 2017. |

  20. BOARD COMPOSITION

    | PATRICK DUMONT AGE: 49 DIRECTOR SINCE: 2017 COMMITTEES: • None | Mr. Dumont’s experience in corporate finance and his positions and tenure with the Company led the Board to conclude he would be a valuable member of our Board. Experience Mr. Dumont has been President and Chief Operating Officer since January 26, 2021 and prior to that had been the Company’s Executive Vice President and Chief Financial Officer since March 2016. He previously served as the Company’s Principal Financial Officer since February 2016 and Senior Vice President, Finance and Strategy from September 2013 through February 2016. From June 2010 until August 2013, Mr. Dumont served as the Company’s Vice President, Corporate Strategy. Mr Dumont is the son-in-law of Dr. Miriam Adelson who, with trusts and other entities for the benefit of the Adelson family members, controls more than 50 percent of the voting power of the Company’s Common Stock. Since December 2023, Mr. Dumont has also served as the governor of the Dallas Mavericks, an American professional basketball team in which the Adelson family owns a majority interest. |

  21. BOARD COMPOSITION

    | IRWIN CHAFETZ AGE: 87 DIRECTOR SINCE: 2005 COMMITTEES: • None | Mr. Chafetz’s extensive experience in the hospitality, trade show and convention businesses, as well as his experience as a former executive of our predecessor company, led the Board to conclude he would be a valuable member of our Board. Experience Mr. Chafetz has been a Director of the Company since February 2005. He was a director of Las Vegas Sands, Inc. from February until July 2005. Mr. Chafetz is the president and a manager of The Interface Group, LLC, a Massachusetts limited liability company that controls Interface Group-Massachusetts, LLC. Mr. Chafetz has been associated with Interface Group-Massachusetts, LLC and its predecessors since 1972. From 1989 to 1995, Mr. Chafetz was a vice president and director of Interface Group-Nevada, Inc., which owned and operated trade shows, including COMDEX, and also owned and operated The Sands Expo and Convention Center. From 1989 to 1995, Mr. Chafetz was also vice president and a director of Las Vegas Sands, Inc. Mr. Chafetz has served on the boards of many charitable and civic organizations and is a former member of the dean’s advisory council at Boston University School of Management. |

  22. BOARD COMPOSITION

    | LAS VEGAS SANDS 2024 Proxy Statement | 11 |

  23. BOARD COMPOSITION

    | MICHELINE CHAU AGE: 71 DIRECTOR SINCE: 2014 COMMITTEES: • Audit • Compensation (Chair) • Compliance (Chair) • Nominating and Governance INDEPENDENT | Ms. Chau’s extensive and varied business experience, including as president and chief operating officer at Lucasfilm Ltd., and her experience as a director of other public companies led the Board to conclude she would be a valuable member of our Board. Experience Ms. Chau has been a Director of the Company since October 2014. She served as the president, chief operating officer and executive director of Lucasfilm Ltd., a film and entertainment company, from 2003 to 2012 and as its chief financial officer from 1991 to 2003. Before that, Ms. Chau held other executive-level positions in various industries, including retail, restaurant, venture capital and financial services. She was a member of the board of Dolby Laboratories, Inc., an audio, imaging and communications company, from February 2013 to February 2024, and was a member of the board of Red Hat, Inc., a provider of open-source software solutions, from November 2008 to August 2012. |

  24. BOARD COMPOSITION

    | CHARLES D. FORMAN AGE: 77 DIRECTOR SINCE: 2004 COMMITTEES: • None | Mr. Forman’s extensive experience in the hospitality, trade show and convention businesses led the Board to conclude he would be a valuable member of our Board. Experience Mr. Forman has been a Director of the Company since August 2004. He has been a director of Las Vegas Sands, LLC (and its predecessor, Las Vegas Sands, Inc.) since March 2004. In addition, he has served as a member of the board of SCL, since May 2014. Mr. Forman served as chairman and chief executive officer of Centric Events Group, LLC, a trade show and conference business from April 2002 until his retirement upon the sale of the business in 2007. From 2000 to 2002, he served as a director of a private company and participated in various private equity investments. During 2000, he was executive vice president of international operations of Key3Media, Inc. From 1998 to 2000, he was chief legal officer of ZD Events Inc., a tradeshow business that included COMDEX. From 1995 to 1998, Mr. Forman was executive vice president, chief financial and legal officer of Softbank Comdex Inc. From 1989 to 1995, Mr. Forman was vice president and general counsel of Interface Group Nevada, Inc., a tradeshow and convention business that owned and operated COMDEX, and also owned and operated The Sands Expo and Convention Center. Mr. Forman was in private law practice from 1972 to 1988. From 2009 until 2023, Mr. Forman was a member of the board of trustees of The Dana-Farber Cancer Institute. |

  25. BOARD COMPOSITION

    | LEWIS KRAMER AGE: 76 DIRECTOR SINCE: 2017 COMMITTEES: • Audit (Chair) • Compensation • Compliance • Nominating and Governance (Chair) INDEPENDENT | Mr. Kramer’s extensive financial and business knowledge gained while serving as an independent auditor for organizations across diverse industries and his experience as a director of a public company and non-profit organizations led the Board to conclude he would be a valuable member of our Board. Experience Mr. Kramer has been a Director of the Company since April 2017. Mr. Kramer was a partner at Ernst & Young LLP from 1981 until he retired in June 2009 after a nearly 40-year career at Ernst & Young LLP, where he represented clients in a number of industries, including the media, entertainment and leisure industries. At the time of his retirement, Mr. Kramer served as the global client service partner for worldwide external audit and all other services for major clients, and served on the firm’s United States executive board. He previously served as Ernst & Young LLP’s national director of audit services. From 2009 to April 2023, Mr. Kramer served on the board of L3 Harris Technologies, Inc. (and its predecessor companies). |

  26. BOARD COMPOSITION

    | 12 | LAS VEGAS SANDS 2024 Proxy Statement |

  27. BOARD COMPOSITION

    | ALAIN LI AGE: 63 DIRECTOR SINCE: 2024 COMMITTEES: • Audit • Compliance • Nominating and Governance INDEPENDENT | Mr. Li’s extensive experience in senior leadership at companies with a strong presence in Asia, and his experience as a director of a public company and non-profit organizations led the Board to conclude he would be a valuable member of our Board. Experience Mr. Li has been a director of the Company since 2024. Mr. Li was regional chief executive, Asia Pacific of luxury group Richemont from 2006 to 2023, where he was responsible for overseeing and cultivating Richemont’s luxury Maisons in the APAC region. Prior to Richemont, Mr. Li was chief financial officer of IDT International and president of the group’s lifestyle electronics brand, Oregon Scientific, from 2001 to 2005. From 1992 to 2001, he worked at Riso Europe in various capacities and ultimately as president of Riso Europe. From 1991 to 1992, Mr. Li was controller, European Operations at A.B. Dick-Itek Group, from 1987 to 1992, served in various capacities at Zimmer Holdings, Inc., and from 1981 to 1986, was a trainee accountant at Touche Ross & Co. Mr Li is a Fellow of The Institute of Chartered Accountants in England and Wales. Mr. Li currently serves as an independent non-executive director of Remy Cointreau SA, a position he has held since 2022, and has been president of the French Chamber of Commerce and Industry in Hong Kong since 2022. |

  28. BOARD COMPOSITION

    | LAS VEGAS SANDS 2024 Proxy Statement | 13 |

  29. INFORMATION REGARDING

    INFORMATION REGARDING

  30. THE BOARD AND ITS COMMITTEES

    THE BOARD AND ITS COMMITTEES

  31. — BOARD OF DIRECTORS

    — BOARD OF DIRECTORS

  32. Standards

    Standards The NYSE’s corporate governance rules generally require a majority of independent directors serve on a company’s Board of Directors and require all of the members of a company’s Audit Committee, Compensation Committee and Nominating and Governance Committee to be independent directors subject to certain exceptions, including if a company qualifies as a “controlled company” under the NYSE governance rules. We qualify as a “controlled company” under NYSE governance rules because Dr. Miriam Adelson and trusts and other entities for the benefit of the Adelson family members control more than 50 percent of the voting power of the Company’s Common Stock. We currently rely on the controlled company exemption from the general NYSE requirement to have a majority of independent directors serve on the Board. We are committed to having a majority independent Board and accordingly remain actively engaged in efforts to expand the number of independent directors on the Board. Additionally, the Board has an Audit Committee, Compensation Committee and Nominating and Governance Committee comprised entirely of independent directors, although this is not required because, as a controlled company, we are exempt from the applicable NYSE requirement.

  33. Independent Directors

    Independent Directors The Board has determined three of its seven current members, namely Ms. Chau, Mr. Kramer and Mr. Li, satisfy the criteria for independence under applicable rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the NYSE corporate governance rules. In making its determinations, the Board reviewed all the relevant facts and circumstances, the standards set forth in our Corporate Governance Guidelines, the NYSE rules and other applicable laws and regulations. In making its independence determination for Ms. Chau, the Board also considered the relationship arising out of certain transactions in the ordinary course of business between the Company and Dolby International AB, whose ultimate parent company is Dolby Laboratories, Inc. where Ms. Chau serves as a director, relating to the provision of content delivery network services. In making its independence determination for Mr. Li, the Board considered the relationship arising out of certain transactions in the ordinary course of business between the Company’s wholly owned subsidiary, MBS, and a food and beverage operator for which one of Mr. Li’s immediate family members serves as a director and executive officer, relating to the operation of a restaurant in MBS. Two of our outside directors, Mr. Chafetz and Mr. Forman, have business and personal relationships with the Adelson family. Mr. Chafetz was a stockholder, vice president and director of the entity that owned and operated the COMDEX trade show and The Sands Expo and Convention Center, which were created and developed by Mr. Adelson. Mr. Forman was vice president and general counsel of this entity. Mr. Chafetz also is a trustee of several trusts for the benefit of Adelson family members that beneficially own shares of our Common Stock. For additional information, refer to “Proxy and Voting Information — How You Can Vote” and “Security Ownership of Certain Beneficial Owners and Management” above. These relationships with the Adelson family also include making joint investments and other significant financial dealings. As a result, the Adelson family and Mr. Chafetz and Mr. Forman may have their financial interests aligned and, therefore, the Board does not consider Mr. Chafetz and Mr. Forman to be independent directors. Because Mr. Goldstein and Mr. Dumont are officers of the Company, they do not satisfy the criteria for independence under applicable rules promulgated under the Exchange Act and the NYSE corporate governance rules.

  34. Board Meetings

    Board Meetings The Board held nine meetings during 2023. The work of our directors is performed not only at meetings of the Board and its committees, but also by consideration of our business through the review of documents and in numerous communications among Board members and others. In 2023, all directors attended at least 75% of the aggregate of all meetings of the Board and committees on which they served during the periods in which they served. Our directors are encouraged to attend each annual meeting and all eight of our directors who were on the Board at the time of our 2023 Annual Meeting of Stockholders held on May 11, 2023 attended such meeting.

  35. Board Meetings

    | 14 | LAS VEGAS SANDS 2024 Proxy Statement |

  36. INFORMATION REGARDING THE BOARD AND ITS COMMITTEES

    INFORMATION REGARDING THE BOARD AND ITS COMMITTEES

  37. INFORMATION REGARDING THE BOARD AND ITS COMMITTEES

    INFORMATION REGARDING THE BOARD AND ITS COMMITTEES

  38. Objectives of Our Executive Compensation Program

    | • | Maximize long-term stockholder value through alignment of the compensation and interests of the executive officers with those of our stockholders, including by granting equity-based compensation in the form of restricted stock units and stock options that incentivize growing our business in ways that drive stock price appreciation over the long term |

  39. Annual Compensation Mix under 2023 Employment Agreements

    Annual Compensation Mix under 2023 Employment Agreements

  40. Annual Compensation Mix under 2023 Employment Agreements

    | | |

  41. Annual Compensation Mix under 2023 Employment Agreements

    The above annual compensation mix is based on the employment agreement in effect during the 2023 fiscal year for each named executive officer. Refer to “Executive Compensation and Other Benefits — 2023 Employment Agreements” for more information.

  42. Illustration of Compensation Mix Under Amended Employment Agreements

    Illustration of Compensation Mix Under Amended Employment Agreements Amended employment agreements were implemented for Mr. Hyzak and Mr. Hudson effective January 1, 2024. Refer to “Executive Compensation and Other Benefits — 2024 Amended Employment Agreements” for more information. The following pro-forma illustrations demonstrate the annual compensation mix using these new amended employment agreements along with Mr. Goldstein’s and Mr. Dumont’s existing employment agreements.

  43. Illustration of Compensation Mix Under Amended Employment Agreements

    | | |

  44. Illustration of Compensation Mix Under Amended Employment Agreements

    The above reflects the following:

  45. Illustration of Compensation Mix Under Amended Employment Agreements

    | • | “Short-Term Incentive” reflects an annual cash bonus opportunity and “Long-Term Incentive” reflects an annual restricted stock unit award opportunity |

  46. Illustration of Compensation Mix Under Amended Employment Agreements

    | • | The mix assumes “at target” achievement of goals |

  47. Illustration of Compensation Mix Under Amended Employment Agreements

    | • | The mix excludes benefits such as security, personal aircraft usage and health coverage |

  48. Illustration of Compensation Mix Under Amended Employment Agreements

    | 26 | LAS VEGAS SANDS 2024 Proxy Statement |

  49. Illustration of Compensation Mix Under Amended Employment Agreements

    The amounts represented above are the contractual annual amounts pursuant to the employment agreements. Actual amounts earned may differ for the year. The principal components of annual compensation and their key objectives for our named executive officers are set forth below and are described in more detail under “Major Elements of Named Executive Officer Compensation”:

  50. Illustration of Compensation Mix Under Amended Employment Agreements

    | • | base salary |

  51. Illustration of Compensation Mix Under Amended Employment Agreements

    | • | short-term incentives (annual cash bonus) |

  52. Illustration of Compensation Mix Under Amended Employment Agreements

    | • | long-term incentives (annual equity awards) |

  53. Illustration of Compensation Mix Under Amended Employment Agreements

    | • | personal benefits |

  54. The Process of Setting Executive Compensation

    The Process of Setting Executive Compensation We have entered into employment agreements with Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson. These employment agreements provide the overall framework for the annual compensation for our named executive officers, including base salary, target cash bonus amounts and target equity-based awards. The Compensation Committee approved the compensation packages for Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson at the time we entered into their respective employment agreements, and (as applicable) any amendments thereto, and approve all bonuses and equity awards granted during the terms of these agreements. The Compensation Committee believes the majority of the compensation for named executive officers should be at risk and tied to a combination of short-term Company performance and long-term stockholder value creation. As indicated above, 84% and 79% of the compensation of Mr. Goldstein and our other named executive officers for 2023, respectively, varies with short-term and long-term Company performance. In establishing a mix of fixed and variable compensation, the Compensation Committee seeks to maintain its goal of making the majority of compensation tied to performance, while also affording compensation opportunities that, in success, would be competitive with alternatives available to the executive. The Compensation Committee believes at-risk compensation provides our named executive officers with clear objectives to meet annual financial targets, which will in turn enable the Company to continue the historical execution of our strategic objectives of growing our operations by continued investment in our Integrated Resort properties, pursuit of new development opportunities globally and increasing returns to stockholders. The Compensation Committee also believes that the Company’s executive compensation program aligns the equity component of compensation to the creation of long-term stockholder value. Specifically, the Compensation Committee believes that granting long-term incentives in the form of restricted stock units annually and, from time to time, special grants (primarily in connection with the entry into new or amended employment agreements), incentivizes management to continue to grow our business in ways that drive stockholder returns over the long term and are aligned to our global financial and operational execution with targets (as established annually by the Compensation Committee). In establishing the compensation for all named executive officers, other than the Chief Executive Officer (“CEO”), the Compensation Committee considers the recommendations and input of the CEO. The CEO performs annual performance reviews of the other named executive officers and makes recommendations to the Compensation Committee. The Compensation Committee considers these recommendations and ultimately makes the final decision.

  55. Short-Term Incentives (Annual Cash Bonus)

    Short-Term Incentives (Annual Cash Bonus) Our named executive officers are eligible for short-term performance-based cash incentives under their employment agreements, subject to the Company’s Executive Cash Incentive Plan (which establishes a program of short-term incentive compensation awards for executive officers and other key executives that is directly related to our performance results). The short-term incentives are structured to align to our global financial and operational execution with targets established annually by the Compensation Committee, taking into consideration the annual budget approved by the Board and which are designed to encourage the continuation of our investment and development initiatives and increase stockholder returns. For more information about short-term incentive awards for our named executive officers, refer to “Executive Compensation and Other Information — 2023 Employment Agreements” and “Executive Compensation and Other Information — 2024 Employment Agreements.”

  56. Long-Term Incentives (Annual Equity Awards)

    Long-Term Incentives (Annual Equity Awards) Our named executive officers are eligible for long-term performance-based equity incentives under their respective employment agreements, subject to the Company’s Amended and Restated 2004 Equity Award Plan (which is administered by the Compensation Committee and was created to allow us to attract, retain and motivate Team Members in order to enable us to provide incentives directly related to increases in our stockholder value). The employment agreements for Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson provide for annual grants of equity incentive awards in the form of restricted stock units subject to meeting performance criteria set by the Compensation Committee. The Compensation Committee believes that providing such long-term equity incentives:

  57. Long-Term Incentives (Annual Equity Awards)

    | • | aligns our executive officers’ long-term interest with those of our stockholders by incentivizing management to continue to grow our business in ways that drive stock price appreciation over the long term |

  58. Long-Term Incentives (Annual Equity Awards)

    | • | ensures focus on building and sustaining stockholder value |

  59. Long-Term Incentives (Annual Equity Awards)

    | • | aligns to our global financial and operational execution with targets established annually by the Compensation Committee, taking into consideration the annual budget approved by the Board |

  60. Long-Term Incentives (Annual Equity Awards)

    | • | promotes retention of our executive officers |

  61. Long-Term Incentives (Annual Equity Awards)

    Additionally, from time to time in its discretion, the Compensation Committee may also approve special equity grants in connection with the entry into new or amended employment agreements or in response to extraordinary corporate events. For more information about long-term incentives, refer to “Executive Compensation Related Policies and Practices — Grant Practices for Stock Options, Restricted Stock and Restricted Stock Units,” “Executive Compensation and Other Information — 2023 Employment Agreements” and “Executive Compensation and Other Information — 2024 Employment Agreements.”

  62. Personal Benefits

    | • | medical/prescription, dental, vision, short-term disability, life and accidental death and disability insurance options at no premium cost; and other support for both physical and mental health, such as a free Employee Assistance Program, which provides information regarding well-being, family counseling services and support for other work/life challenges, for employees and their households; |

  63. 2023 Executive Compensation Performance Criteria

    | Short- and long-term incentives awarded at 115% of target |

  64. 2023 Employment Agreements

    2023 Employment Agreements Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson are employed pursuant to multi-year employment agreements that reflect the individual negotiations with each of them. We use multi-year employment agreements to foster retention and succession planning, to be competitive and to protect the business with restrictive covenants, such as non-competition, non-solicitation and confidentiality provisions. The employment agreements provide for severance pay in the event of the involuntary termination of the executive’s employment without cause (or, where applicable, termination for good reason), which allows these executives to remain focused on the Company’s interests and, where applicable, serves as consideration for the restrictive covenants in their employment agreements. In approving each of Mr. Goldstein’s, Mr. Dumont’s, Mr. Hyzak’s and Mr. Hudson’s employment agreements (or, as applicable, amendments to the employment agreements), the Compensation Committee took into account the following factors:

  65. 2023 Employment Agreements

    | • | For Mr. Goldstein, the Compensation Committee considered factors including Mr. Goldstein’s position as the Company’s CEO, his tenure at the Company, his business experience and knowledge of the Company’s industry, as well as recommendations and advice from Korn Ferry (the Compensation Committee’s independent compensation consultant), and, based on these factors and discussions with Korn Ferry, the Compensation Committee determined that the terms of Mr. Goldstein’s employment agreement were fair to the Company |

  66. 2023 Employment Agreements

    | • | For Mr. Dumont, the Compensation Committee considered factors including Mr. Dumont’s position as the Company’s President and Chief Operating Officer, his tenure at the Company, his business experience and knowledge of the Company’s industry, as well as recommendations and advice from Korn Ferry, and, based on these factors and discussions with Korn Ferry, the Compensation Committee determined that the terms of Mr. Dumont’s employment agreement were fair to the Company |

  67. 2023 Employment Agreements

    | • | For Mr. Hyzak, the Compensation Committee considered factors including Mr. Hyzak’s finance background and experience with the Company, as well as recommendations and advice from Korn Ferry, when approving his employment agreement, and, based on these factors and discussions with Korn Ferry, the Compensation Committee determined that the terms of Mr. Hyzak’s employment agreement were fair to the Company |

  68. 2023 Employment Agreements

    | • | For Mr. Hudson, the Compensation Committee considered factors including Mr. Hudson’s extensive legal background and experience, as well as recommendations and advice from Korn Ferry, when approving his amended employment agreement, and, based on these factors and discussions with Korn Ferry, the Compensation Committee determined that the terms of Mr. Hudson’s amended employment agreement were fair to the Company |

  69. 2023 Employment Agreements

    Mr. Hudson and Mr. Hyzak each entered into an amended employment agreement that took effect January 1, 2024. Refer to “Executive Compensation and Other Information — 2024 Employment Agreements” for the terms of those amended employment agreements.

  70. 2023 Employment Agreements

    | LAS VEGAS SANDS 2024 Proxy Statement | 31 |

  71. 2023 Employment Agreements

    Employment agreement terms and compensation for our executive officers in effect for 2023 are summarized as follows:

  72. 2023 Employment Agreements

    | MR. GOLDSTEIN | | | Employment Agreement Term | • Effective as of January 26, 2021 • Terminates on March 1, 2026 | | Base Salary | Mr. Goldstein’s base salary is $3,000,000, pursuant to his employment agreement. Mr. Goldstein’s base salary was decreased from $4,500,000 prior to his entry into the employment agreement to $3,000,000 as part of our effort to ensure that most of his compensation should be “at-risk.” | | Short-Term Incentive | Under his employment agreement, Mr. Goldstein has a target bonus opportunity of 200% of his base salary, or $6,000,000, subject to his achievement of performance criteria established by the Compensation Committee. The bonus is payable at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The actual bonus payout is determined by the Compensation Committee. In 2023, the financial consolidated adjusted property EBITDA performance criteria were certified at 115%, and as a result, Mr. Goldstein received a bonus of $6.9 million, paid in February 2024. Refer to “2023 Executive Compensation Performance Criteria.” | | Long-Term Incentive | Under his employment agreement, Mr. Goldstein has a target annual equity award opportunity equal to 325% of his base salary, or $9,750,000, subject to his achievement of performance criteria established by the Compensation Committee. The annual equity award will be granted at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The annual equity award will be paid in the form of RSUs that will vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. The financial consolidated adjusted property EBITDA performance criteria for the 2023 RSU award were certified at 115%, and as a result, Mr. Goldstein received an RSU award of $11.21 million, granted on January 29, 2024. Refer to “2023 Executive Compensation Performance Criteria.” On April 26, 2021, Mr. Goldstein received a one-time initial award of 150,000 restricted stock units (“RSU”s) in connection with his employment agreement. These initial RSUs vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. On December 3, 2021, Mr. Goldstein received options to purchase 2,000,000 shares of our Common Stock that vest annually over three years, subject to the satisfaction of certain performance objectives by December 31, 2022, which the Compensation Committee certified as of December 31, 2022. The continued vesting of these options is subject to Mr. Goldstein’s continued employment with the Company. | | Personal Benefits* | Mr. Goldstein is entitled to: • Security services and utilization of Company-owned jet aircraft for business and personal purposes for the benefit of the Company at the Company’s expense, and pursuant to the advice of an independent security consultant and the approval of the Compensation Committee. • At his election, first class travel on commercial airlines for all business trips and first class hotel accommodations. • Mr. Goldstein is eligible to receive an income tax gross up for the foregoing benefits if they are determined to be taxable income to him. The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Goldstein is required to reimburse the Company in full for these services. Mr. Goldstein participates in a group supplemental medical insurance program available to certain of our senior officers. |

  73. 2023 Employment Agreements

    | 32 | LAS VEGAS SANDS 2024 Proxy Statement |

  74. 2023 Employment Agreements

    | MR. DUMONT | | | Employment Agreement Term | • Effective as of January 26, 2021 • Terminates on March 1, 2026 | | Base Salary | Mr. Dumont’s base salary is $2,500,000, pursuant to his employment agreement. Mr. Dumont’s annual base salary was increased from $1,200,000 prior to his entry into the employment agreement to $2,500,000 to reflect his increased level of seniority and responsibility. | | Short-Term Incentive | Under his employment agreement, Mr. Dumont has a target bonus opportunity of 200% of his base salary, or $5,000,000, subject to his achievement of performance criteria established by the Compensation Committee. The bonus is payable at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The actual bonus payout is determined by the Compensation Committee after consultation with the Company’s CEO. In 2023, the financial consolidated adjusted property EBITDA performance criteria were certified at 115%, and as a result, Mr. Dumont received a bonus of $5.75 million, paid in February 2024. Refer to “2023 Executive Compensation Performance Criteria.” | | Long-Term Incentive | Under his employment agreement, Mr. Dumont has a target annual equity award opportunity equal to 200% of his base salary, or $5,000,000, subject to his achievement of performance criteria established by the Compensation Committee. The annual equity award will be granted at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The annual equity award will be paid in the form of RSUs that will vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. The financial consolidated adjusted property EBITDA performance criteria for the 2023 RSU award were certified at 115%, and as a result, Mr. Dumont received an RSU award of $5.75 million, granted on January 29, 2024. Refer to “2023 Executive Compensation Performance Criteria.” On April 26, 2021, Mr. Dumont received a one-time initial award of RSUs in an amount equal to 200% of his base salary, or $5,000,000, in connection with his employment agreement. These initial RSUs vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. On December 3, 2021, Mr. Dumont received options to purchase 1,500,000 shares of our Common Stock that vest annually over three years, subject to the satisfaction of certain performance objectives by December 31, 2022, which the Compensation Committee certified as of December 31, 2022. The continued vesting of these options is subject to Mr. Dumont’s continued employment with the Company. | | Personal Benefits* | Mr. Dumont is entitled to: • Security services and utilization of Company-owned jet aircraft for business and personal purposes, for the benefit of the Company at the Company’s expense, and pursuant to the advice of an independent security consultant and the approval of the Compensation Committee. • At his election, first class travel on commercial airlines for all business trips and first class hotel accommodations. • Mr. Dumont is eligible to receive an income tax gross up for the foregoing benefits if they are determined to be taxable income to him. The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Dumont is required to reimburse the Company in full for these services. Mr. Dumont participates in a group supplemental medical insurance program available to certain of our senior officers. |

  75. 2023 Employment Agreements

    | LAS VEGAS SANDS 2024 Proxy Statement | 33 |

  76. 2023 Employment Agreements

    | MR. HYZAK | | | Employment Agreement Term | • Effective as of January 26, 2021 • Terminates on March 1, 2026 | | Base Salary | Mr. Hyzak’s base salary is $1,200,000, pursuant to his employment agreement. | | Short-Term Incentive | Under his employment agreement, Mr. Hyzak has a target bonus opportunity of 125% of his base salary, or $1,500,000, subject to his achievement of performance criteria recommended by the CEO and established by the Compensation Committee. The bonus is payable at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The actual bonus payout is determined by the Compensation Committee after consultation with the Company’s CEO. In 2023, the financial consolidated adjusted property EBITDA performance criteria were certified at 115%, and as a result, Mr. Hyzak received a bonus of $1.73 million, paid in February 2024. See “2023 Executive Compensation Performance Criteria.” | | Long-Term Incentive | Under his employment agreement, Mr. Hyzak has a target annual equity award opportunity equal to 125% of his base salary, or $1.500,000, subject to his achievement of performance criteria established by the Compensation Committee. The annual equity award will be granted at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The annual equity award will be paid in the form of RSUs that will vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. The financial consolidated adjusted property EBITDA performance criteria for the 2023 RSU award were certified at 115%, and as a result, Mr. Hyzak received an RSU award of $1.73 million, granted on January 29, 2024. Refer to “2023 Executive Compensation Performance Criteria.” On April 26, 2021, Mr. Hyzak received a one-time initial award of RSUs in an amount equal to 125% of his base salary, or $1,500,000, in connection with his original employment agreement. These initial RSUs vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. On December 3, 2021, Mr. Hyzak received options to purchase 500,000 shares of our Common Stock that vest annually over three years, subject to the satisfaction of certain performance objectives by December 31, 2022, which the Compensation Committee certified as of December 31, 2022. The vesting of these options is subject to Mr. Hyzak’s continued employment with the Company. | | Personal Benefits* | The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Hyzak is required to reimburse the Company in full for these services, other than for utilization of Company-owned jet aircraft for personal purposes, which constitutes taxable income to Mr. Hyzak. Mr. Hyzak participates in a group supplemental medical insurance program available to certain of our senior officers. |

  77. 2023 Employment Agreements

    | 34 | LAS VEGAS SANDS 2024 Proxy Statement |

  78. 2023 Employment Agreements

    | MR. HUDSON | | | Employment Agreement Term | • Originally effective as of September 30, 2019 • Amended effective as of March 1, 2021 • Terminates on March 1, 2026 | | Base Salary | Mr. Hudson’s base salary is $1,100,000, pursuant to his amended employment agreement. | | Short-Term Incentive | Under his amended employment agreement, Mr. Hudson has a target bonus opportunity of 125% of his base salary, or $1,375,000, subject to his achievement of performance criteria recommended by the CEO and established by the Compensation Committee. The bonus is payable at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The actual bonus payout is determined by the Compensation Committee after consultation with the Company’s CEO. In 2023, the financial consolidated adjusted property EBITDA performance criteria were certified at 115%, and as a result, Mr. Hudson received a bonus of $1.58 million, paid in February 2024. Refer to “2023 Executive Compensation Performance Criteria.” | | Long-Term Incentive | Under his amended employment agreement, Mr. Hudson has a target annual equity award opportunity equal to 125% of his base salary, or $1,375,000, subject to his achievement of performance criteria established by the Compensation Committee. The annual equity award will be granted at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The annual equity award will be paid in the form of RSUs that will vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. The financial consolidated adjusted property EBITDA performance criteria for the 2023 RSU award were certified at 115%, and as a result, Mr. Hudson received an RSU award of $1.58 million, granted on January 29, 2024. Refer to “2023 Executive Compensation Performance Criteria.” On April 26, 2021, Mr. Hudson received a one-time initial award of RSUs in an amount equal to 125% of his base salary, or $1,375,000, in connection with his employment agreement. These initial RSUs vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. On December 3, 2021, Mr. Hudson received options to purchase 500,000 shares of our Common Stock that vest annually over three years, subject to the satisfaction of certain performance objectives by December 31, 2022, which the Compensation Committee certified as of December 31, 2022. The vesting of these options is subject to Mr. Hudson’s continued employment with the Company. | | Personal Benefits* | The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Hudson is required to reimburse the Company in full for these services, other than for utilization of Company-owned jet aircraft for personal purposes, which constitutes taxable income to Mr. Hudson. Mr. Hudson participates in a group supplemental medical insurance program available to certain of our senior officers. |

  79. 2023 Employment Agreements

    | * Personal Benefits: |

  80. 2023 Employment Agreements

    | • | The Compensation Committee believes providing these benefits to our executives is appropriate as it facilitates our executives’ performance of their duties. |

  81. 2023 Employment Agreements

    | • | For more information, refer to “All Other Compensation for 2023” table under “Executive Compensation and Other Information.” |

  82. 2023 Employment Agreements

    | LAS VEGAS SANDS 2024 Proxy Statement | 35 |

  83. 2024 Amended Employment Agreements

    2024 Amended Employment Agreements In December 2023, the Company further amended the employment agreement with Mr. Hudson, effective as of January 1, 2024. In approving this amendment, the Compensation Committee considered factors including Mr. Hudson’s extensive legal background and experience, the global responsibilities of Mr. Hudson beyond the legal, compliance and administrative oversight of internal audit, including government relations, cybersecurity, physical security and aviation, and Mr. Hudson’s critical contributions to the Company’s domestic and international development efforts. The Compensation Committee additionally believes the extension of his agreement and the associated stock option grant serve as important retention and incentive tools to a key member of the Company’s global leadership team. In approving Mr. Hudson’s amended employment agreement, the Compensation Committee also took into account the compensation benchmarking discussed below in “The Committee’s Compensation Consultants.” Based on these factors and discussions with and advice from Korn Ferry, the Compensation Committee determined that the terms of Mr. Hudson’s second amended employment agreement are fair to the Company. In January 2024, the Company amended the employment agreement with Mr. Hyzak, effective as of January 1, 2024. In approving this amendment, the Compensation Committee considered factors including Mr. Hyzak’s finance background and experience with the Company and the global responsibilities of Mr. Hyzak, including oversight of our global enterprise risk management program and leading the corporate human resources function. The Company additionally believes the extension of his employment agreement serves as an important retention and incentive tool to a key member of the Company’s global leadership team. In approving Mr. Hyzak’s amended employment agreement, the Compensation Committee also took into account the compensation benchmarking discussed below in “The Committee’s Compensation Consultants.” Based on these factors and discussions with and advice from Korn Ferry, the Compensation Committee determined that the terms of Mr. Hyzak’s amended employment agreement are fair to the Company.

  84. 2024 Amended Employment Agreements

    | MR. HYZAK | | | Employment Agreement Term | • Originally effective as of January 26, 2021 • Amended effective as of January 1, 2024 • Terminates on December 31, 2029 | | Base Salary | Mr. Hyzak’s base salary is $1,200,000, pursuant to his amended employment agreement. | | Short-Term Incentive | Under his amended employment agreement, Mr. Hyzak has a target bonus opportunity of 150% of his base salary, or $1,800,000, subject to his achievement of performance criteria recommended by the CEO and established by the Compensation Committee. The bonus is payable at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The actual bonus payout is determined by the Compensation Committee after consultation with the Company’s CEO. | | Long-Term Incentive | Under his amended employment agreement, Mr. Hyzak has a target annual equity award opportunity equal to 175% of his base salary, or $2,100,000, subject to his achievement of performance criteria established by the Compensation Committee. The annual equity award will be granted at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The annual equity award will be paid in the form of RSUs that will vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. | | Personal Benefits* | The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Hyzak is required to reimburse the Company in full for these services, other than for utilization of Company-owned jet aircraft for personal purposes, which constitutes taxable income to Mr. Hyzak. Mr. Hyzak participates in a group supplemental medical insurance program available to certain of our senior officers. |

  85. 2024 Amended Employment Agreements

    | 36 | LAS VEGAS SANDS 2024 Proxy Statement |

  86. 2024 Amended Employment Agreements

    | MR. HUDSON | | | Employment Agreement Term | • Originally effective as of September 30, 2019 • First amendment effective as of March 1, 2021 • Second amendment effective as of January 1, 2024 • Terminates on December 31, 2029 | | Base Salary | Mr. Hudson’s base salary is $1,300,000, pursuant to his second amended employment agreement. | | Short-Term Incentive | Under his second amended employment agreement, Mr. Hudson has a target bonus opportunity of 175% of his base salary, or $2,275,000, subject to his achievement of performance criteria recommended by the CEO and established by the Compensation Committee. The bonus is payable at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The actual bonus payout is determined by the Compensation Committee after consultation with the Company’s CEO. | | Long-Term Incentive | Under his second amended employment agreement, Mr. Hudson has a target annual equity award opportunity equal to 200% of his base salary, or $2,600,000, subject to his achievement of performance criteria established by the Compensation Committee. The annual equity award will be granted at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The annual equity award will be paid in the form of RSUs that will vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. On December 23, 2023, Mr. Hudson received options (The “Second Amendment Option Grant”) to purchase 510,157 shares of our Common Stock that will vest on December 31, 2029, subject to his continued employment as of the vesting date. | | Personal Benefits* | The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Hudson is required to reimburse the Company in full for these services, other than for utilization of Company-owned jet aircraft for personal purposes, which constitutes taxable income to Mr. Hudson. Mr. Hudson participates in a group supplemental medical insurance program available to certain of our senior officers. |

  87. 2024 Amended Employment Agreements

    | * Personal Benefits: |

  88. 2024 Amended Employment Agreements

    | • | The Compensation Committee believes providing these benefits to our executives is appropriate as it facilitates our executives’ performance of their duties. |

  89. Change in Control and Termination Payments

    Change in Control and Termination Payments The employment agreements with Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson provide for payments and the continuation of benefits upon certain terminations of employment, including, for Mr. Goldstein, Mr. Dumont and Mr. Hyzak, upon certain terminations of employment within two years following a change in control of the Company. In addition, the employment agreements with Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson include restrictive covenants relating to future employment. The Compensation Committee believes that eligibility to receive post-termination payments provides important retention incentives during what can be an uncertain time for executives. The eligibility to receive such payments also provides executives with additional monetary motivation to focus on and complete a transaction that our Board believes is in the best interests of our stockholders rather than to seek new employment opportunities. Under their employment agreements, if any payments to our named executive officers are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Code”), the payments that are considered to be “parachute payments” will be limited to the greatest amount that can be paid without causing any excise tax to be applied to the executive or loss of deduction

  90. Change in Control and Termination Payments

    | LAS VEGAS SANDS 2024 Proxy Statement | 37 |

  91. Change in Control and Termination Payments

    to the Company, but only if, by reason of such reduction, the net after-tax benefit to them (as defined in their employment agreements) exceeds the net after-tax benefit if the reduction were not made. Our Amended and Restated 2004 Equity Award Plan was originally established in 2004 and amended most recently in 2019, and is proposed to be amended at the 2024 Annual Meeting of Stockholders (refer to Proposal No. 4 for more information). The purpose of the plan is to provide a means through which the Company may attract able persons to enter and remain in the employ of the Company. The change in control provisions of the plan were designed in furtherance of this goal. Further information about benefits upon certain terminations of employment (including following a change in control) are described under “Executive Compensation and Other Information — Potential Payments Upon Termination or Change in Control.”

  92. Grant Practices for Stock Options, Restricted Stock and Restricted Stock Units

    Grant Practices for Stock Options, Restricted Stock and Restricted Stock Units Grants of stock options, restricted stock and restricted stock units under our Amended and Restated 2004 Equity Award Plan are approved by the Compensation Committee or, for certain Team Members who are not directors or executive officers of the Company, approved jointly by our Chief Executive Officer and our President and Chief Operating Officer pursuant to a specific delegation of authority from the Compensation Committee. Each member of the Compensation Committee is an independent director, a non-employee director within the meaning of Rule 16b-3 under the Exchange Act and an outside director within the meaning of Section 162(m). The exercise price of all stock options to purchase shares of our Common Stock is equal to the fair market value of our Common Stock on the grant date.

  93. — THE COMMITTEE’S COMPENSATION CONSULTANTS

    — THE COMMITTEE’S COMPENSATION CONSULTANTS For 2023, the Compensation Committee retained Korn Ferry as its independent compensation consultant. Korn Ferry provided advice on an as-needed basis upon the request of the Compensation Committee. The Compensation Committee determined Korn Ferry to be independent under applicable SEC and NYSE rules, based on the Compensation Committee’s review of the services provided to us as described above and information provided by Korn Ferry, and concluded no conflict of interest exists that would prevent Korn Ferry from independently advising the Compensation Committee.

  94. — THE COMMITTEE’S COMPENSATION CONSULTANTS

    | LAS VEGAS SANDS 2024 Proxy Statement | 39 |

  95. — THE COMMITTEE’S COMPENSATION CONSULTANTS

    Additionally, in early 2023, the Compensation Committee retained Korn Ferry to provide updated benchmarking with respect to the appropriate level of compensation for our executive officers. As part of its competitive pay analysis, the Compensation Committee considered information provided by Korn Ferry that compared executive compensation levels for Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson against the compensation levels of similarly-situated executives in comparable positions at our peer group companies, as identified by Korn Ferry and described below. For purposes of these analyses, the Compensation Committee worked with Korn Ferry to identify an appropriate peer group. The Compensation Committee and Korn Ferry determined that rather than having two peer groups (a primary group including companies in the hospitality industry that compete with us for the same executive-level talent and are of similar size, complexity and scope and share other characteristics with us and a secondary group consisting of a broader market group of companies that are included in Fortune magazine’s “World’s Most Admired Companies” list, meet specified size parameters, and earn approximately 50% or more of their revenues outside of the United States), it was advisable to transition to an alternative peer group approach combining the most relevant peers from LVS’ primary and secondary peer group, and certain new peers selected to round out specific elements of the Company’s unique business profile, to form a single peer group. The Compensation Committee believes that this approach reflects the Company’s core business characteristics—spanning accommodations, entertainment, retail, food and beverage, logistics and real estate—and captures a more fulsome reflection of the Company’s business, operational, market, and talent profiles, and additionally simplifies the benchmarking and is more consistent with the prevailing market practice in respect of peer group composition. The Company’s peer group is as follows:

  96. — THE COMMITTEE’S COMPENSATION CONSULTANTS

    | • MGM Resorts International | • Vici Properties, Inc. | | • Caesars Entertainment, Inc. | • Starbucks Corporation | | • Wynn Resorts, Limited | • McDonalds Corporation | | • Marriott International, Inc. | • Yum China Holdings, Inc. | | • Hilton Worldwide Holdings Inc. | • Booking Holdings, Inc. | | • Carnival Corporation & plc | • Expedia Group, Inc. | | • Royal Caribbean Cruises Ltd. | • Live Nation Entertainment, Inc. | | • Simon Property Group, Inc. | |

  97. — THE COMMITTEE’S COMPENSATION CONSULTANTS

    To assess the competitiveness of our executive compensation program, the Compensation Committee analyzed compensation data obtained from the proxy materials of the members of our peer group. As part of this process, the Compensation Committee measured our program’s competitiveness by comparing relevant market data against actual pay levels within each compensation component, and in the aggregate, for each executive officer position. The Compensation Committee reviewed a comparison of the following metrics of compensation provided to our executive officers as compared to similarly-situated executives of the members of our peer group, especially with respect to the long-term incentive component of compensation:

  98. — THE COMMITTEE’S COMPENSATION CONSULTANTS

    | • | base salary |

  99. — THE COMMITTEE’S COMPENSATION CONSULTANTS

    | • | target annual incentives |

  100. — THE COMMITTEE’S COMPENSATION CONSULTANTS

    | • | target total cash compensation |

  101. — THE COMMITTEE’S COMPENSATION CONSULTANTS

    | • | long-term incentives |

  102. — THE COMMITTEE’S COMPENSATION CONSULTANTS

    | • | target total direct compensation (cash compensation plus long-term incentives) |

  103. — THE COMMITTEE’S COMPENSATION CONSULTANTS

    | • | all other compensation (executive benefits and perquisites) |

  104. — THE COMMITTEE’S COMPENSATION CONSULTANTS

    | • | target total remuneration (total direct compensation plus all other compensation) |

  105. — THE COMMITTEE’S COMPENSATION CONSULTANTS

    For purposes of updating our executive compensation programs, the Compensation Committee relied on the peer group data to help inform executive pay decisions as it relates to target total compensation and specific compensation elements. In addition to the competitive market data, the Compensation Committee also considers other contextual factors such as scope of responsibility, retention concerns, business and individual performance, and leadership and succession planning to help

  106. — THE COMMITTEE’S COMPENSATION CONSULTANTS

    | 40 | LAS VEGAS SANDS 2024 Proxy Statement |

  107. — THE COMMITTEE’S COMPENSATION CONSULTANTS

    calibrate individual executive pay levels. In late 2023 and early 2024, the Compensation Committee determined to amend Mr. Hudson and Mr. Hyzak’s employment agreements, as further described above under “Executive Compensation and Other Information — 2024 Employment Agreements.” In connection with the extension of Mr. Hudson’s employment agreement through 2029 and as a further retention mechanism, Mr. Hudson also received a one-time stock option grant with a value of $7.95 million, with a cliff vesting period through December 31, 2029.

  108. — THE COMMITTEE’S COMPENSATION CONSULTANTS

    | LAS VEGAS SANDS 2024 Proxy Statement | 41 |

  109. — 2023 SUMMARY COMPENSATION TABLE

    — 2023 SUMMARY COMPENSATION TABLE The following table provides information regarding compensation for the years indicated for our named executive officers:

  110. — 2023 SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS(1) ($) | OPTION AWARDS(2) ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(3) ($) | ALL OTHER COMPENSATION(4) ($) | TOTAL ($) | | Robert G. Goldstein(5) Chairman of the Board and Chief Executive Officer | 2023 | $3,000,000 | $— | $9,749,944 | $— | $6,900,000 | $2,287,874 | $21,937,818 | | | 2022 | $3,000,000 | $— | $— | $— | $6,000,000 | $2,410,263 | $11,410,263 | | | 2021 | $3,150,000 | $— | $8,964,000 | $17,220,000 | $— | $1,870,900 | $31,204,900 | | Patrick Dumont(6) President and Chief Operating Officer | 2023 | $2,500,000 | $— | $4,999,964 | $— | $5,750,000 | $4,174,814 | $17,424,778 | | | 2022 | $2,500,000 | $— | $— | $— | $5,000,000 | $4,123,680 | $11,623,680 | | | 2021 | $2,370,000 | $— | $5,000,000 | $12,915,000 | $— | $2,169,342 | $22,454,342 | | Randy Hyzak(7) Executive Vice President and Chief Financial Officer | 2023 | $1,200,000 | $— | $1,499,960 | $— | $1,725,000 | $49,009 | $4,473,969 | | | 2022 | $1,200,000 | $— | $— | $— | $1,500,000 | $26,692 | $2,726,692 | | | 2021 | $1,166,000 | $— | $1,499,976 | $4,305,000 | $— | $43,024 | $7,014,000 | | D. Zachary Hudson Executive Vice President, Global General Counsel and Secretary | 2023 | $1,100,000 | $— | $1,374,997 | $7,949,993 | $1,581,250 | $41,836 | $12,048,076 | | | 2022 | $1,100,000 | $— | $— | $— | $1,375,000 | $77,780 | $2,552,780 | | | 2021 | $1,071,154 | $— | $1,374,958 | $4,305,000 | $— | $66,280 | $6,817,392 |

  111. — 2023 SUMMARY COMPENSATION TABLE

    | (1) The amounts in this column represent the grant date fair value of the restricted stock units issued, as determined pursuant to FASB ASC Topic 718. The assumptions used to calculate the grant date fair values are disclosed in Note 18 to the consolidated financial statements for the year ended December 31, 2023, included in our 2023 Annual Report on Form 10-K. Amounts disclosed represent compensation earned based on performance in the prior year. |

  112. — 2023 SUMMARY COMPENSATION TABLE

    | (2) The amounts in this column represent the grant date fair value of the options issued, as determined pursuant to ASC Topic 718. The number of shares underlying the options is based on the Black-Scholes option valuation model. Assumptions used in the Black-Scholes calculation are disclosed in Note 18 to the consolidated financial statements for the years ended December 31, 2023 and 2021, included in our 2023 Annual Report on Form 10-K. |

  113. — 2023 SUMMARY COMPENSATION TABLE

    | (3) Consists of short-term performance-based cash incentives under the Company’s Executive Cash Incentive Plan as further described in “Compensation Discussion and Analysis — Elements of Executive Officer Compensation and Why We Chose to Pay Each Element — Short-term Incentives.” Amounts disclosed here represent compensation earned based on performance during the year, but paid in the first quarter of the following year. |

  114. — 2023 SUMMARY COMPENSATION TABLE

    | (4) Amounts included in “All Other Compensation” for 2023 are detailed in the table below. |

  115. — 2023 SUMMARY COMPENSATION TABLE

    | (5) Prior to the passing of Mr. Adelson, Mr. Goldstein was appointed to Acting Chairman and Acting CEO on January 7, 2021 and subsequent to Mr. Adelson’s passing became Chairman and Chief Executive Officer on January 26, 2021. Prior to Mr. Goldstein’s appointment, he served as President and Chief Operating Officer. Upon the effectiveness of Mr. Goldstein’s appointment as Chairman and CEO, his annual base salary was decreased from $4.5 million to $3.0 million. |

  116. — 2023 SUMMARY COMPENSATION TABLE

    | (6) Mr. Dumont became President and Chief Operating Officer on January 26, 2021. Prior to Mr. Dumont’s appointment, he served as Executive Vice President and Chief Financial Officer. Upon the effectiveness of Mr. Dumont’s appointment as President and Chief Operating Officer, his annual base salary was increased from $1.2 million to $2.5 million. |

  117. — 2023 SUMMARY COMPENSATION TABLE

    | (7) Mr. Hyzak became Executive Vice President and Chief Financial Officer on January 26, 2021. |

  118. — 2023 SUMMARY COMPENSATION TABLE

    | LAS VEGAS SANDS 2024 Proxy Statement | 43 |

  119. — 2023 GRANTS OF PLAN-BASED AWARDS

    — 2023 GRANTS OF PLAN-BASED AWARDS The following table presents information on potential payment opportunities in respect of 2023 performance for our named executive officers and equity awards granted to them during calendar year 2023 under our Amended and Restated 2004 Equity Award Plan.

  120. — 2023 GRANTS OF PLAN-BASED AWARDS

    | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SH) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(2) ($) | | NAME | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | | | | | | Robert G. Goldstein | | | | | | | | | | Annual Bonus | | $5,100,000 | $6,000,000 | $6,900,000 | | | | | | RSU Award | 1/30/2023 | | | | 168,451 | | | $57.88 | | Stock Option | | | | | | — | $— | | | Patrick Dumont | | | | | | | | | | Annual Bonus | | $4,250,000 | $5,000,000 | $5,750,000 | | | | | | RSU Award | 1/30/2023 | | | | 86,385 | | | $57.88 | | Stock Option | | | | | | — | $— | | | Randy Hyzak | | | | | | | | | | Annual Bonus | | $1,275,000 | $1,500,000 | $1,725,000 | | | | | | RSU Award | 1/30/2023 | | | | 25,915 | | | $57.88 | | Stock Option | | | | | | — | $— | | | D. Zachary Hudson | | | | | | | | | | Annual Bonus | | $1,168,750 | $1,375,000 | $1,581,250 | | | | | | RSU Award | 1/30/2023 | | | | 23,756 | | | $57.88 | | Stock Option | 12/13/2023 | | | | | 510,157 | $48.63 | $15.58 |

  121. — 2023 GRANTS OF PLAN-BASED AWARDS

    | (1) The amounts shown in these columns represent the range of potential incentive payment opportunities for 2023 based on achieving certain performance criteria established by the Compensation Committee. For 2023, Mr. Goldstein and Mr. Dumont were eligible to receive bonuses of 200% of their annual base salaries and Mr. Hyzak and Mr. Hudson were eligible to receive bonuses of 125% of their annual base salaries, in each to the extent the performance criteria set by the Compensation Committee were met. For Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson, the bonuses are payable at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The actual bonus payout is determined by the Compensation Committee. Refer to the discussion under “Employment Agreements,” as well as under “2023 Executive Compensation Performance Criteria” for more information regarding incentive awards. |

  122. — 2023 GRANTS OF PLAN-BASED AWARDS

    | (2) Calculated based on the aggregate grant date fair value computed in accordance with ASC Topic 718 regarding share-based payments. For a discussion of the relevant assumptions used in the calculation of these amounts, refer to Note 18 to the consolidated financial statements for the year ended December 31, 2023, included in the Company’s 2023 Annual Report on Form 10-K. |

  123. — 2023 GRANTS OF PLAN-BASED AWARDS

    | LAS VEGAS SANDS 2024 Proxy Statement | 45 |

  124. — OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    — OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table sets forth information concerning our stock options and shares of restricted stock held by our named executive officers as of December 31, 2023:

  125. — OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | OPTION AWARDS | | | | | STOCK AWARDS | | | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEARNED OPTIONS (#) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(4) ($) | | Robert G. Goldstein | 2,250,000 | — | — | $56.11 | 12/8/2024 | 51,000(5) | $2,509,710 | | | 1,500,000 | 1,000,000(1) | — | $50.33 | 11/19/2028 | 168,451(6) | $8,289,474 | | | 1,332,000 | 668,000(2) | — | $34.28 | 12/2/2031 | — | — | | Patrick Dumont | 425,000 | — | — | $52.53 | 3/28/2026 | 28,447(5) | $1,399,877 | | | 999,000 | 501,000(2) | — | $34.28 | 12/2/2031 | 86,385(7) | $4,251,006 | | Randy Hyzak | 21,910 | — | — | $58.81 | 10/3/2026 | 8,534(5) | $419,958 | | | 21,358 | — | — | $63.89 | 6/29/2027 | 25,915(8) | $1,275,277 | | | 17,424 | — | — | $75.18 | 2/1/2028 | — | — | | | 35,635 | — | — | $59.89 | 1/31/2029 | — | — | | | 39,920 | — | — | $65.31 | 1/30/2030 | — | — | | | 333,000 | 167,000(2) | — | $34.28 | 12/2/2031 | — | — | | D. Zachary Hudson | 150,000 | — | — | $57.76 | 9/29/2029 | 7,822(5) | $384,921 | | | 333,000 | 167,000(2) | — | $34.28 | 12/2/2031 | 23,756(9) | $1,169,033 | | | — | 510,157(3) | — | $48.63 | 12/12/2033 | — | — |

  126. — OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (1) The remaining unvested portion of this stock option grant vests as follows: 500,000 options vested on January 1, 2024 and 500,000 options vest on December 31, 2024. |

  127. — OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (2) The remaining unvested portion of this stock option grant vests on December 3, 2024. |

  128. — OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (3) The unvested portion of this stock option grant vests on December 31, 2029. |

  129. — OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (4) Market value is determined based on the closing price of our Common Stock of $49.21 on December 29, 2023, the last trading day of 2023, as reported on the NYSE and equals the closing price multiplied by the number of shares underlying the grants. |

  130. — OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (5) The remaining unvested restricted stock units vest on April 26, 2024. |

  131. — OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (6) The remaining unvested restricted stock units vest as follows: 55,589 restricted stock units vested on January 30, 2024, 55,589 restricted stock units vest on January 30, 2025 and 57,273 restricted stock units vest on January 30, 2026. |

  132. — OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (7) The remaining unvested restricted stock units vest as follows: 28,508 restricted stock units vested on January 30, 2024, 28,507 restricted stock units vest on January 30, 2025 and 29,370 restricted stock units vest on January 30, 2026. |

  133. — OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (8) The remaining unvested restricted stock units vest as follows: 8,552 restricted stock units vested on January 30, 2024, 8,552 restricted stock units vest on January 30, 2025 and 8,811 restricted stock units vest on January 30, 2026. |

  134. — OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (9) The remaining unvested restricted stock units vest as follows: 7,840 restricted stock units vested on January 30, 2024, 7,839 restricted stock units vest on January 30, 2025 and 8,077 restricted stock units vest on January 30, 2026. |

  135. — OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | 46 | LAS VEGAS SANDS 2024 Proxy Statement |

  136. — OPTION EXERCISES AND STOCK VESTED IN 2023

    — OPTION EXERCISES AND STOCK VESTED IN 2023 The following table sets forth information concerning the exercise of stock options and the vesting of restricted stock awards by our named executive officers during 2023:

  137. — OPTION EXERCISES AND STOCK VESTED IN 2023

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES VESTED (#) | VALUE REALIZED ON VESTING(1) ($) | | Robert G. Goldstein | — | $ — | 49,500 | $3,059,100 | | Patrick Dumont | — | $ — | 27,610 | $1,706,298 | | Randy Hyzak | — | $ — | 8,283 | $511,889 | | D. Zachary Hudson | — | $ — | 7,593 | $469,247 |

  138. — OPTION EXERCISES AND STOCK VESTED IN 2023

    | (1) Market value on each vesting date is determined based on the closing price of our Common Stock as reported on the NYSE on the applicable vesting date (or the last trading date before the vesting date if the vesting date falls on a non-trading date) and equals the closing price multiplied by the number of vested shares. |

  139. — POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    — POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  140. Executive Officers’ Benefits upon Termination or Change in Control

    Executive Officers’ Benefits upon Termination or Change in Control The following summaries are qualified in all respects by the terms of the applicable employment agreements in effect during 2023 and applicable law.

  141. Executive Officers’ Benefits upon Termination or Change in Control under Amended Employment Agreements

    Executive Officers’ Benefits upon Termination or Change in Control under Amended Employment Agreements In December 2023 and January 2024, we entered into employment agreement amendments with Mr. Hudson and Mr. Hyzak, respectively, each of which took effect as of January 1, 2024. The employment agreements with Mr. Goldstein and Mr. Dumont have not been amended. The following summaries are qualified in all respects by the terms of the applicable amended employment agreements and applicable law.

  142. — POTENTIAL PAYMENTS/BENEFITS UPON TERMINATION OF EMPLOYMENT FOR 2023

    — POTENTIAL PAYMENTS/BENEFITS UPON TERMINATION OF EMPLOYMENT FOR 2023 The table below sets forth information about the potential payments and benefits our named executive officers who were employed by us on December 31, 2023, may receive under their employment agreements, as in effect on December 31, 2023, upon the termination of their employment with the Company. Mr. Hyzak and Mr. Hudson each have amended employment agreements, effective January 1, 2024, which have provisions that impact the amounts reflected in this table, which are described in “Executive Compensation and Other Information — 2024 Employment Agreements.” The amounts shown in the table below are estimates of the maximum payments that each named executive officer would receive in certain instances assuming a hypothetical employment termination date of December 31, 2023. The amounts actually payable will be determined only upon the termination of employment of each named executive officer, taking into account the facts and circumstances surrounding the named executive officer’s termination of employment, and are qualified in all respects by the terms of the applicable employment agreements and applicable law. The information in the table assumes:

  143. — POTENTIAL PAYMENTS/BENEFITS UPON TERMINATION OF EMPLOYMENT FOR 2023

    | • | amounts included in cash payments for incentive bonus payments are based on each named executive achieving 100% of their performance targets and/or goals; |

  144. — POTENTIAL PAYMENTS/BENEFITS UPON TERMINATION OF EMPLOYMENT FOR 2023

    | • | the named executive officer did not become employed by a subsequent employer; and |

  145. — POTENTIAL PAYMENTS/BENEFITS UPON TERMINATION OF EMPLOYMENT FOR 2023

    | • | equity awards vest fully upon terminations without cause or for good reason (whether or not in connection with a change in control), or death or disability, if provided in the applicable employment agreement. |

  146. — POTENTIAL PAYMENTS/BENEFITS UPON TERMINATION OF EMPLOYMENT FOR 2023

    | NAME | CASH PAYMENTS | ACCELERATION OF RESTRICTED STOCK UNITS(1) | CONTINUED VESTING OR ACCELERATION OF OPTIONS(2) | CONTINUED HEALTH BENEFITS(3) | TOTAL | | Robert G. Goldstein | | | | | | | Without Cause/For Good Reason | $24,000,000 | $10,799,184 | $9,973,240 | $— | $44,772,424 | | Without Cause/For Good Reason within 2 Years Following a Change in Control | $33,000,000 | $10,799,184 | $9,973,240 | $58,855 | $53,831,279 | | Death/Disability | $6,000,000 | $10,799,184 | $— | $— | $16,799,184 | | Patrick Dumont | | | | | | | Without Cause/For Good Reason | $12,500,000 | $5,650,883 | $7,479,930 | $— | $25,630,813 | | Without Cause/For Good Reason within 2 Years Following a Change in Control | $20,000,000 | $5,650,883 | $7,479,930 | $58,855 | $33,189,668 | | Death/Disability | $2,500,000 | $5,650,883 | $— | $— | $8,150,883 | | Randy Hyzak | | | | | | | Without Cause/For Good Reason | $2,700,000 | $1,695,235 | $2,493,310 | $— | $6,888,545 | | Without Cause/For Good Reason within 2 Years Following a Change in Control | $4,200,000 | $1,695,235 | $2,493,310 | $58,855 | $8,447,400 | | Death/Disability | $1,200,000 | $1,695,235 | $— | $— | $2,895,235 | | D. Zachary Hudson | | | | | | | Without Cause/For Good Reason | $1,130,000 | $— | $2,493,310 | $— | $3,623,310 | | Without Cause/For Good Reason within 2 Years Following a Change in Control | $1,130,000 | $— | $2,493,310 | $— | $3,623,310 | | Death/Disability | $— | $— | $— | $— | $— |

  147. — POTENTIAL PAYMENTS/BENEFITS UPON TERMINATION OF EMPLOYMENT FOR 2023

    | (1) Reflects the value of accelerated vesting of restricted stock units, based on the closing price of our Common Stock on December 29, 2023, the last day of trading of 2023, of $49.21 per share. Of the amounts shown in the table, restricted stock units with a value of $2,735,535, $1,402,879 and $420,844 for Mr. Goldstein, Mr. Dumont and Mr. Hyzak, respectively, vested during the period from January 1, 2024, through the date of this proxy statement and, accordingly, will not be accelerated in the event of termination of employment. |

  148. — POTENTIAL PAYMENTS/BENEFITS UPON TERMINATION OF EMPLOYMENT FOR 2023

    | (2) Reflects the value of continued or accelerated vesting of options equal to the excess of (a) the closing price of our Common Stock on December 29, 2023, of $49.21 per share over (b) the applicable exercise price of the options. The unvested options related to Mr. Goldstein’s option grant on November 20, 2018, eligible for accelerated vesting have an exercise price that exceeds the closing price of our Common Stock on December 31, 2023; therefore, the value of these options is zero. |

  149. — POTENTIAL PAYMENTS/BENEFITS UPON TERMINATION OF EMPLOYMENT FOR 2023

    | (3) Continued health benefits represents the estimated cost for providing such benefits the named executive officer would be entitled to under the remainder of the term. |

  150. — POTENTIAL PAYMENTS/BENEFITS UPON TERMINATION OF EMPLOYMENT FOR 2023

    | LAS VEGAS SANDS 2024 Proxy Statement | 59 |

  151. — POTENTIAL PAYMENTS/BENEFITS UPON TERMINATION OF EMPLOYMENT FOR 2023

    — 2023

  152. — COMPARATIVE DISCLOSURE

    | * Represents Mr. Adelson as PEO for 2020, Mr. Adelson and Mr. Goldstein as PEOs for 2021 (using the sum of the compensation actually paid to both of them for 2021), and Mr. Goldstein as PEO for 2022 and 2023. |

  153. — COMPARATIVE DISCLOSURE

    | * Represents Mr. Adelson as PEO for 2020, Mr. Adelson and Mr. Goldstein as PEOs for 2021 (using the sum of the compensation actually paid to both of them for 2021), and Mr. Goldstein as PEO for 2022 and 2023. |

  154. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K we are providing the following information about the relationship of the annual total compensation of our Team Members and the annual total compensation of Mr. Goldstein, our CEO for 2023:

  155. CEO PAY RATIO

    | CEO PAY RATIO | | | CEO Annual Total Compensation* | $21,937,818 | | Median Employee Annual Total Compensation | $41,185 | | CEO to Median Employee Pay Ratio | 533:1 |

  156. CEO PAY RATIO

    | * As reported in the 2023 Summary Compensation Table included in this proxy statement. |

  157. CEO PAY RATIO

    The median employee was first identified as of December 31, 2022. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments and estimates that we used as of December 31, 2022, were as follows:

  158. CEO PAY RATIO

    | • | We determined, as of December 31, 2022, our employee population consisted of 35,774 individuals working at our parent company and consolidated subsidiaries, with 2% of these individuals located in the United States and 98% located outside of the United States. All of these employees are full-time or part-time employees. |

  159. CEO PAY RATIO

    | • | We elected to exclude our seasonal or temporary employees who haven’t worked since July 1, 2022, because they were not employees as of December 31, 2022. |

  160. CEO PAY RATIO

    | • | We determined 2022 earnings based on the following elements: |

  161. CEO PAY RATIO

    | – | U.S. employees: Medicare wages reported on 2022 Internal Revenue Service Form W-2 |

  162. CEO PAY RATIO

    | – | Singapore employees: 2022 cash compensation reported to the Inland Revenue Authority of Singapore |

  163. CEO PAY RATIO

    | – | the remaining employees: all cash compensation reported in the local payroll system |

  164. CEO PAY RATIO

    | – | we used the exchange rate on December 31, 2022 to convert each non-U.S. employee’s total compensation to U.S. dollars |

  165. CEO PAY RATIO

    | – | we annualized the base salary of all full-time and part-time employees who were hired in 2022, but did not work for us or our consolidated subsidiaries for the entire fiscal year. We did not make a full-time equivalent adjustment for any part-time, seasonal or temporary employee |

  166. CEO PAY RATIO

    | • | Using this methodology, we determined the “median employee” was a full-time employee located in Macao, with wages and overtime pay for the twelve-month period ended December 31, 2023 in the amount of $38,687. With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $41,185. |

  167. CEO PAY RATIO

    The pay ratio disclosure rules also allow the Company to identify the median employee once every three years, and to continue to use the identified median employee from year 1 in subsequent years 2 and 3, unless there has been a change in the Company’s employee population or employee compensation arrangements the Company reasonably believes would result in a significant change in the Company’s pay ratio disclosure. In 2023, no changes have occurred in the Company’s employee population or employee compensation arrangements the Company reasonably believes would result in a significant change in its pay distribution to the workforce and significantly affect the Company’s pay ratio disclosure. Accordingly, the Company has used the median employee identified in 2022 with updated annual total compensation information for 2023 to calculate the 2023 CEO pay ratio. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use a variety of methodologies, apply certain exemptions and make assumptions, adjustments and estimates that reflect their compensation practices, the pay ratio we report above may not be comparable to the pay ratio reported by other companies.

  168. CEO PAY RATIO

    | LAS VEGAS SANDS 2024 Proxy Statement | 65 |

  169. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The goal of our director compensation program is to attract, motivate and retain directors capable of making significant contributions to the long term success of the Company and its stockholders. The elements of annual non-employee director compensation for 2023 were as follows:

  170. DIRECTOR COMPENSATION

    | Annual Board Retainer | $150,000 | | Annual Restricted Stock or Restricted Stock Unit Grant(1) | $175,000 | | One-time Stock Option Grant for New Directors(2) | $100,000 | | Annual Cash Retainer — Audit Committee and Special Litigation Committee Chair | $25,000 | | Annual Cash Retainer — Audit Committee and Special Litigation Committee Members | $15,000 | | Annual Cash Retainer — Other Committee Chair(3) | $15,000 | | Annual Cash Retainer — Other Committee Members(3) | $5,000 |

  171. DIRECTOR COMPENSATION

    | (1) Each non-employee director may elect to receive either restricted stock or restricted stock units. In accordance with our Amended and Restated 2004 Equity Award Plan, upon vesting of the restricted stock or restricted stock units, non-employee directors may not sell their stock while serving as a member of the Board. In 2023, each non-employee director received 2,861 shares of restricted stock. |

  172. DIRECTOR COMPENSATION

    | (2) Value of the option grant is based on the Black-Scholes option valuation model. |

  173. DIRECTOR COMPENSATION

    | (3) “Other committee” denotes the Compensation Committee, Nominating and Governance Committee and Compliance Committee. |

  174. DIRECTOR COMPENSATION

    Additionally, in October 2023, the Board of Directors approved the following changes to the elements of annual non-employee director compensation, such changes to be effective January 1, 2024:

  175. DIRECTOR COMPENSATION

    | • | an increase in the annual restricted stock or restricted stock unit grant to $200,000; |

  176. DIRECTOR COMPENSATION

    | • | an increase in the annual cash retainer — Audit Committee and Special Litigation Committee chair to $35,000; |

  177. DIRECTOR COMPENSATION

    | • | an increase in the annual cash retainer — Audit Committee and Special Litigation Committee members to $20,000; |

  178. DIRECTOR COMPENSATION

    | • | an increase in the annual cash retainer — other committee chair to $25,000; and |

  179. DIRECTOR COMPENSATION

    | • | an increase in the annual cash retainer — other committee members to $10,000. |

  180. DIRECTOR COMPENSATION

    The increase in the elements of annual non-employee director compensation was based on an analysis comparing the compensation for non-employee directors at other companies by the Compensation Committee’s compensation consultant Korn Ferry. Non-employee directors may defer cash compensation payments into our Non-Employee Director Deferred Compensation Plan. None of the non-employee directors has elected to defer any payments to date. Non-employee directors are also reimbursed for expenses incurred in connection with their service as directors, including travel expenses for meeting attendance.

  181. DIRECTOR COMPENSATION

    | 66 | LAS VEGAS SANDS 2024 Proxy Statement |

  182. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  183. — 2023 DIRECTOR COMPENSATION TABLE

    — 2023 DIRECTOR COMPENSATION TABLE The following table describes the compensation arrangements with our non-employee directors for 2023:

  184. — 2023 DIRECTOR COMPENSATION TABLE

    | NAME | FEES EARNED ($) | STOCK AWARDS(1) ($) | OPTION AWARDS(2) ($) | ALL OTHER COMPENSATION(3) ($) | TOTAL ($) | | Irwin Chafetz | $150,000 | $175,000 | $— | $— | $325,000 | | Micheline Chau | $184,278 | $175,000 | $— | $1,617 | $360,895 | | Charles D. Forman(4) | $150,000 | $175,000 | $— | $— | $325,000 | | Nora M. Jordan(5) | $184,278 | $175,000 | $— | $4,078 | $363,356 | | Lewis Kramer | $200,014 | $175,000 | $— | $1,617 | $376,631 | | David F. Levi(5) | $200,000 | $175,000 | $— | $— | $375,000 | | Yibing Mao(5) | $23,556 | $— | $— | $— | $23,556 |

  185. — 2023 DIRECTOR COMPENSATION TABLE

    | (1) The amounts in this column represent the fair value of the restricted stock issued, as determined pursuant to ASC Topic 718. The restricted stock vests on the earlier to occur of the first anniversary of the date of grant and the date of the Company’s annual meeting of stockholders in the calendar year following the date of grant, in each case, provided that the director is still serving on the Board on the vesting date. As of December 31, 2023, Ms. Chau, Ms. Jordan, Mr. Chafetz, Mr. Forman, Mr. Kramer and Mr. Levi each held 2,861 unvested shares of restricted stock that will vest on May 9, 2024. In connection with the resignation of Ms. Jordan and Mr. Levi, their unvested shares of restricted stock was accelerated and vested on January 22, 2024. |

  186. — 2023 DIRECTOR COMPENSATION TABLE

    | (2) Assumptions used in the Black-Scholes calculation are disclosed in Note 18 to the consolidated financial statements for the year ended December 31, 2023, included in the Company’s 2023 Annual Report on Form 10-K. As of December 31, 2023, Ms. Chau, and Ms. Jordan, and Mr. Kramer and Mr. Levi held options to acquire 6,215, 6,105, 10,649 and 8,097 shares of our Common Stock, respectively, that vest (or have vested) in five equal installments on each of the first five anniversaries of the respective dates of grant. |

  187. — 2023 DIRECTOR COMPENSATION TABLE

    | (3) The amounts in this column are for personal aircraft usage for each director’s respective guests. |

  188. — 2023 DIRECTOR COMPENSATION TABLE

    | (4) The amounts in the table exclude fees paid by SCL to Mr. Forman in connection with his service as a member of the Board of SCL. |

  189. — 2023 DIRECTOR COMPENSATION TABLE

    | (5) Ms. Mao resigned from the Board effective as of February 22, 2023; Ms. Jordan and Mr. Levi resigned from the Board effective as of January 22, 2024. |

  190. — 2023 DIRECTOR COMPENSATION TABLE

    | LAS VEGAS SANDS 2024 Proxy Statement | 67 |

  191. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Stockholders will vote to elect seven directors to hold office for a one-year term. Our Board has recommended Mr. Robert G. Goldstein, Mr. Patrick Dumont, Mr. Irwin Chafetz, Ms. Micheline Chau, Mr. Charles D. Forman, Mr. Lewis Kramer and Mr. Alain Li for election as directors to serve until the 2025 Annual Meeting and until their successors are duly elected and qualified or their earlier resignation, disqualification, death or removal. If any of the nominees should be unavailable to serve as a director, which is not presently anticipated, it is the intention of the persons named in the proxies to select and cast their votes for the election of such other person or persons as our Board may designate. Information regarding the director nominees is set forth above under the heading “Board of Directors Nominees.”