DEF 14A of Wynn Resorts LTD
Filed Mar 19, 2025 · FY20240001193125-25-057822
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| CERTAIN RELATIONSHIPS AND TRANSACTIONS | 63 | | PAY RATIO DISCLOSURE | 65 | | PAY VS. PERFORMANCE | 66 | | SECURITY OWNERSHIP | | | - Certain Beneficial Ownership and Management | 70 | | ITEMS TO BE VOTED ON | | | Proposal 1: Election of Directors | 75 | | Proposal 2: Ratification of Appointment of Independent Auditors | 75 | | - Audit and Other Fees | 76 | | - Report of the Audit Committee | 76 | | Proposal 3: Advisory Vote to Approve the Compensation of Named Executive Officers | 79 | | Proposal 4: Shareholder proposal requesting that the Board of Directors commission and disclose a report on the potential cost savings through the adoption of a smokefree policy for the Company’s properties | 80 | | GENERAL INFORMATION | 82 | | Our 2025 Annual Meeting of Shareholders | 82 | | - How You Can Vote | 83 | | - Shareholder Nominations and Proposals | 85 | | - Annual Report | 85 | | - Other Business | 86 |
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| - | Reviewing and approving equity awards and supervising administrative functions pursuant to the Company’s equity plans |
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| - | The Board assesses risks to the Company’s long-term strategic objectives, including threats related to our people, our communities and our planet (including climate change). The Company addresses these risks through our environmental, social and governance (“ESG”) initiatives. |
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| Board Service | - Member annual fee retainer of $100,000 - Chair annual retainer fee of $200,000 - Grant of restricted stock equal in value to $250,000 that vests 100% on the first anniversary of the grant date (1) | | Audit Committee Service | - Member monthly fee of $1,250 - Chair monthly fee of $3,000 | | Compensation Committee Service | - Member monthly fee of $1,000 - Chair monthly fee of $2,000 | | Nominating and Corporate Governance Committee Service | - Member monthly fee of $1,000 - Chair monthly fee of $2,000 |
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| NAME | FEES EARNED OR PAID IN CASH($) (1) | STOCK AWARDS($) (2) | OPTION AWARDS ($) (3) | ALL OTHER COMPENSATION ($) | TOTAL($) | | Betsy S. Atkins | $136,000 | $250,000 | $- | $- | $386,000 | | Richard J. Byrne | $127,000 | $250,000 | $- | $- | $377,000 | | Paul Liu | $115,000 | $250,000 | $- | $- | $365,000 | | Patricia Mulroy | $214,000 | $250,000 | $- | $- | $464,000 | | Margaret J. Myers | $124,000 | $250,000 | $- | $- | $374,000 | | Philip G. Satre | $302,000 | $250,000 | $- | $- | $552,000 | | Darnell O. Strom | $124,000 | $250,000 | $- | $- | $374,000 | | Winifred M. Webb | $143,500 | $250,000 | $- | $- | $393,500 |
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(1) The amounts set forth in this column reflects each non-employee director’s total annual fees, inclusive of their respective total annual retainer fees. (2) The amounts set forth in this column reflect 1) the aggregate grant date fair value of 2,696 shares of restricted stock granted to each non-employee director on May 7, 2024, as computed in accordance with FASB ASC Topic 718. The aggregate number of unvested restricted stock awards held by each director as of December 31, 2024, was 2,696 shares of restricted stock each. (3) As of December 31, 2024, Ms. Mulroy held 6,700 vested option awards. Our Company WHO WE ARE We are a US-based global company whose approximately 28,000 employees in the United States and Macau provide the experiences that place all of our global entertainment properties at the top of the most respected rankings, which in turn, support our brand, our stability, and our ability to create value for all our stakeholders. As a company, we are acutely aware that it is our five-star employees who create five-star experiences. Here are some quick facts about us as a team:
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| - | Set rigorous financial metrics for annual incentives including robust Adjusted Property EBITDAR targets at each of our properties and other strategic performance goals. |
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| - | Continued to pay 50% of our NEO’s annual incentive compensation in equity. |
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| - | Awarded 55% of our long-term incentive stock compensation in performance-based equity that vests upon (i) achievement of pre-established financial performance goals that are based on the Company’s ability to achieve a premium revenue “fair share” relative to its peers (see discussion of this metric below), on a one-, two- and three-year basis (30%); and (ii) a three-year absolute total shareholder return hurdle rate (25%). Please see “Compensation Discussion and Analysis”—“2024 Long-term Incentive Grants” for further discussion of the 2024 stock grants. |
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| ELEMENT | % OF TOTAL ANNUAL COMPENSATION (1) | AT- RISK? | FEATURES | | Base salary | 15% | | Attract and retain top employees and recognize sustained performance, job scope and experience | | Annual incentives | 37% | ✓ | Utilize multiple metrics with pre-set goals Incentivize executives, enforce accountability and motivate and reward achievement of annual goals 50% of annual incentive awards paid in stock and subject to NEO stock ownership requirements, further aligning executive and long-term shareholder interests | | Long-term incentives: Performance-based restricted stock awards | 14% | ✓ | Performance-based restricted stock awards that vest solely based on Company performance against preset goals over a three-year performance period, linking the creation of shareholder value to incentives earned | | Long-term incentives: Performance share units | 10% | ✓ | For the CEO and CFO, performance share units that vest solely on a three-year absolute total shareholder return hurdle rate, linking the creation of shareholder value to incentives earned. In 2025, Ms. Krum, newly appointed Executive Vice President, General Counsel, and Secretary was also granted performance share units | | Long-term incentives: Time-based restricted stock | 24% | ✓ | Ensure focus on long-term value creation, align executive and long-term shareholder interests, promote retention, and minimize compensation risk |
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| - | PURSUED CONTINUED LONG-TERM GROWTH PROJECTS. We continue to pursue high-return development opportunities to drive long-term growth and increase shareholder value. Key accomplishments include, but are not limited to: (1) Making considerable progress |
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(1) Ms. Krum’s 2024 base salary amount includes base salary that was paid to Ms. Krum prior to her promotion to Executive Vice President, General Counsel and Secretary of the Company, effective as of December 1, 2024. Ms. Krum’s employment contract (which was entered into in connection with such promotion) provides for an annual base salary of $825,000 and expires on September 15, 2027 (please see the section below titled “Employment Contracts“ for further discussion). Ms. Krum’s 2024 base salary amount reflects her full annual base salary received during 2024 in respect of Mr. Krum’s employment as the Company’s Senior Vice President and General Counsel at Encore Boston Harbor. Annual Incentives: The Compensation Committee selected the following preset performance goals for our 2024 annual incentive awards to incentivize management to drive shareholder value through short-term operational and strategic measures:
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| METRIC | | WEIGHTING | THRESHOLD PERFORMANCE | TARGET PERFORMANCE | MAXIMUM PERFORMANCE | ACTUAL PERFORMANCE | OUTCOME | | Goal 1 - | North America, 2024 Adjusted Property EBITDAR | 30% | $1,035,000 | $1,080,000 | $1,165,000 | $1,193,890 | Maximum | | Goal 2 - | Macau Operations, 2024 Adjusted Property EBITDAR | 30% | $1,100,000 | $1,175,000 | $1,378,000 | $1,175,562 | Target | | Goal 3 - | Wynn Las Vegas, Market Share of Gross Gaming Revenues | 10% | 11.75% | 12.25% | 13.00% | 13.3% | Maximum | | Goal 4 - | Macau Operations, Market Share of Gross Gaming Revenues | 10% | 13.25% | 14.00% | 14.50% | 13.9% | Threshold | | Goal 5 - | Wynn Las Vegas, Achievement of Forbes Five-Star (1) | 10% | - | Achievement | - | Achieved | Target | | Goal 6 - | Wynn Resorts Development, Advancement of Design & Development of Wynn Al Marjan Island (2) | 10% | - | Achievement | - | Achieved | Target |
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(1) In 2025, Wynn Las Vegas received five Forbes Five-Star awards. As a result, the Compensation Committee approved the payout of this goal at target. (2) The Compensation Committee set a specific goal to achieve a construction milestone of at least level 30 of the tower level floor plates, which was achieved in 2024; as such, the Compensation Committee approved the payout of this goal at target. In January 2025, the Compensation Committee approved a final payout percentage of 107.5% of target and the following 2024 annual incentive award payouts based on Company performance against each of the 2024 goals disclosed above, with the payout being split equally 50% between cash and stock:
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| 2. | Consistently achieving premium fair share incentivizes a long-term strategic operating approach, including diligent and consistent investment in facilities and team members across the business cycle. |
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| 4. | Utilizing absolute TSR incentivizes management to focus on driving long-term shareholder returns and directly aligns management with the experience of shareholders. |
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2024 LONG-TERM INCENTIVE GRANTS For 2024, the Compensation Committee granted time-based restricted stock awards, performance-based restricted stock awards and/or performance share units (“PSUs”) under the Omnibus Plan to our NEOs, as outlined in the tables below. Each grant is subject to continued service through the applicable vesting date unless certain acceleration provisions are met, as discussed in “Summary compensation tables” — “Potential payments upon termination, retirement or change in control.” Additional information and the required disclosure under Item 402(d) of Regulation S-K for 2024 can be found in the section titled “2024 Grants of Plan-Based Awards Table.”
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(1) Except as otherwise described in the section titled “Potential payments upon termination, retirement or change in control,” such restricted stock awards vest ratably over three years on each of the dates of February 28 in the three successive years, based on achievement of pre-established financial performance goals, subject to continued employment through such vesting date, except in the case of Ms. Whittemore, which is subject to performing service during any performance period and will continue to vest on the original vesting date if performance criteria are met even if Ms. Whittemore is no longer employed by the Company under certain conditions. (2) Represents the grant of PSUs pursuant to the Omnibus Plan. Each PSU represents the right to receive between 0 and 1.6 shares of the Company’s common stock depending on the performance of the common stock from January 1, 2024 to January 1, 2027 (the “ PSU Vesting Date”), with such performance determined as the multiple of the volume-weighted average closing price (“VWAP”) of the Company’s common stock over the 60-trading day period ending on the PSU Vesting Date, as adjusted to include dividends paid during the term of the PSU, to the VWAP of the Company’s common stock over the 60-trading day period ending on January 1, 2024 (“TSR”), which was $88.58. Threshold performance is achieved if TSR is greater than or equal to -25% but less than 0% and results in a 60% payout. Below Target performance is achieved if TSR is greater than or equal to 0% but less than 25% and results in an 80% payout. Target performance is achieved if TSR is greater than or equal to 25% but less than 50% and results in a 100% payout. Below Maximum performance is achieved if TSR is greater than or equal to 50% but less than 100% and results in a 120% payout. Maximum performance is achieved if TSR is greater than or equal to 100% and results in a 160% payout. (3) Except as otherwise described in the section titled “Potential payments upon termination, retirement or change in control,” such time-based restricted stock awards vest ratably over three years on each anniversary of the grant date, subject to continued employment through each such vesting date. (4) Percentages in these columns are based on the number of target shares issued as determined on the date of grant. (5) The amounts set forth in this column reflect the aggregate grant date fair value of stock awards, as computed in accordance with FASB ASC Topic 718. Performance awards are included in this table based on target performance. (6) In connection with her prior role as the Company’s Senior Vice President and General Counsel at Encore Boston Harbor, on January 9, 2024, Ms. Krum received a grant of 1,848 restricted shares, with an approximate grant date fair value of $176,040, that vests ratably over three years. In addition, in connection with Ms. Krum’s promotion to Executive Vice President, General Counsel and Secretary of the Company, effective as of December 1, 2024, she received a grant of 15,932 restricted shares on November 16, 2024, with a grant date fair value of $1,359,318, that vests ratably over three years, beginning on September 15, 2025. 2024 FAIR SHARE PERFORMANCE AWARDS The Compensation Committee approved the use of “fair share” metrics for performance conditions over one, two-, and three-year performance periods for our Las Vegas Operations. Since our Macau Operations weigh heavily on the performance of our stock price and therefore, our total shareholder return, the Compensation Committee decided to exclude Macau-specific fair-share performance measures from the LTI awards as this is reflected in the absolute TSR performance. The fair share metrics were generally calculated as follows:
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2024 ABSOLUTE TOTAL SHAREHOLDER RETURN PERFORMANCE AWARDS In response to shareholder feedback in 2023, the Compensation Committee awarded 25% of the 2024 annual restricted stock grant to our CEO and CFO based on achievement of an absolute TSR hurdle rate over a three-year performance period. In designing the payout curve for the 2024 absolute TSR performance awards, the Compensation Committee sought to appropriately balance the need to reward executives for incremental shareholder value, maintain executive focus on strategic goals and performance, and incorporate a reasonable upper limit for maximum performance. To that end, awards were designed to vest at target for a three-year absolute TSR increase of 25%. The maximum vesting of the awards was limited to 160% of target for an absolute TSR increase of 100%, while the award would vest at only 60% for threshold performance of -25%, below which the entire award would be forfeited. In addition, to ensure against windfall gains purely as a result of stock market and Company stock price volatility, the TSR hurdle rate and the actual TSR at the end of the performance period will be computed using the Company’s volume weighted average stock price over the 60 trading days preceding the beginning of the performance period, January 1, 2024, and end of the performance period, January 1, 2027, respectively. 2025 LONG-TERM INCENTIVE GRANTS In January 2025, the Compensation Committee granted the NEOs’ 2025 long-term incentive awards in accordance with each NEO’s applicable employment contract. Mr. Billings, Ms. Cameron-Doe, and Ms. Krum received grants totaling $8.20 million, $1.66 million, and $1.11 million, respectively, of which 45% of the award vests ratably over three years, 25% of the award vests ratably over three years if certain fair share performance conditions are met, and 20% vests three-years from the grant date if an absolute TSR metric is achieved. Ms. Whittemore received a grant totaling $1.58 million, of which 45% of the award vests ratably over three years and 55% of the award vests ratably over three years if certain fair share performance conditions are met. FAIR SHARE PERFORMANCE AWARD VESTING OUTCOMES 2021 – 2023 GRANT DATE FAIR SHARE PERFORMANCE AWARD VESTING O UTCO MES (VESTED IN 2024)
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(1) Each goal vests such that either 100% of the award vests if the performance target is achieved or 0% of the award vests if the performance target is not achieved. (2) Represents the share of Las Vegas Operations revenue or Adjusted Property EBITDAR relative to selected Las Vegas Strip peers divided by the Company’s share of hotel rooms among such peers. (3) Represents the share of Macau Operations GGR or Adjusted Property EBITDAR relative to selected Macau concessionaire peers divided by the Company’s share of gaming positions among such peers. (4) Adjusted Property EBITDAR is a net income (loss) before interest, income taxes, depreciation and amortization, pre-opening expenses, gain on EBH Transaction, net, impairment of goodwill and intangible assets, property charges and other, triple-net operating lease rent expense related to Encore Boston Harbor, management and license fees, corporate expenses and other (including intercompany golf course, meeting and convention, and water rights leases), stock-based compensation, change in derivatives fair value, loss on debt financing transactions, and other non-operating income and expenses. (Note 20—“Segment Information” to our Consolidated Financial Statements included in Item 8 (Financial Statements and Supplementary Data) of Part II of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 13, 2025) for the definition of “Adjusted Property EBITDAR” and a reconciliation of Adjusted Property EBITDAR to net income/loss attributable to Wynn Resorts. EQUITY AWARD GRANT PRACTICES In response to Item 402(x)(1) of Regulation S-K, the Company does not currently grant new awards of stock options, stock appreciation rights or similar option-like instruments, and generally is not in the practice of granting such awards. The Company has not granted such an award since fiscal year 2022. Accordingly, the Company has no specific policy or practice on the timing of such awards in relation to the disclosure of material non-public information by the Company. EXECUTIVE BENEFITS: We provide our NEOs with benefits that we believe are reasonable, competitive and consistent with our overall executive compensation program. Our executive benefits include certain health insurance coverage, life insurance premiums, and reimbursement of nonresident state income taxes, all of which are described in the footnotes to the “2024 Summary Compensation Table.” We pay nonresident state income taxes imposed on our executives who we required to travel on Company business and perform services in states other than their states of employment. This primarily arose as a result of travel to, and work in, Massachusetts in connection with our Encore Boston Harbor resort. Our reimbursement covers the incremental cost of the nonresident taxes and puts the executives in the same economic position as though they had worked in their normal places of business. The Company does not gross-up or pay any state income taxes that the employees incur on account of work in their normal work locations. In addition, we provide to certain of our executives, including NEOs, employee discounts at certain of our properties’ outlets, complimentary rooms and meals for business purposes, and access to the Company’s aircraft pursuant to time-sharing agreements described in “Certain relationships and transactions—Aircraft Arrangements.” PEER GROUP BENCHMARKING: The Compensation Committee believes that it is appropriate to offer competitive total compensation packages to senior executive officers to attract and retain top talent in a competitive industry. The compensation peer group allows the Compensation Committee to monitor the compensation practices of our primary competitors for executive talent. The Compensation Committee targets the 50th percentile for the Company’s senior executive officers’ total compensation. In 2024, as part of our regular review of our compensation programs, as well as in connection with a new employment contract for Ms. Krum, the Compensation Committee considered peer group data from gaming and other related industries that the Compensation Committee believes reflect the competitive market for executive talent similar to that required by the Company. The Compensation Committee did not modify the Company’s peer group for 2024. Wynn Resorts 2024 Executive Compensation Peer Group
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| | WYNN RESORTS | | PEER GROUP | | Revenue | $7.1 billion | Range: | $3.8 billion–$24.8 billion | | | | Median: | $9.4 billion | | Market Capitalization | $9.5 billion | Range: | $2.5 billion–$77.5 billion | | | | Median: | $11.3 billion | | Enterprise Value | $19.7 billion | Range: | $5.8 billion–$91.6 billion | | | | Median: | $17.1 billion |
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| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) (1) | STOCK AWARDS ($)(2) | OPTION AWARDS ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | All OTHER COMPENSATION ($)(4) | TOTAL ($) | | CRAIG S. BILLINGS Chief Executive Officer | 2024 | $2,000,000 | $11,213,595 | - | $2,687,500 | $30,221 | $15,931,316 | | | 2023 | $1,900,962 | $11,483,057 | - | $2,750,000 | $18,615 | $16,152,634 | | | 2022 | $1,752,115 | $8,575,772 | $49,977 | $1,825,715 | $25,508 | $12,229,087 | | JULIE M. CAMERON-DOE Chief Financial Officer | 2024 | $950,000 | $2,749,989 | - | $1,021,250 | $20,936 | $4,742,175 | | | 2023 | $922,500 | $2,712,319 | - | $1,045,000 | $13,633 | $4,693,452 | | | 2022 | $628,846 | $4,549,146 | $16 | $912,857 | $1,377 | $6,092,242 | | JACQUI KRUM(5) Executive Vice President, General Counsel and Secretary | 2024 | $543,654 | $1,978,796 | - | $619,446 | $153,115 | $3,295,011 | | | 2023 | - | - | - | - | - | - | | | 2022 | - | - | - | - | - | - | | ELLEN F. WHITTEMORE Former Executive Vice President, General Counsel and Secretary | 2024 | $900,000 | $2,542,624 | - | $967,500 | $27,169 | $4,437,293 | | | 2023 | $894,231 | $2,645,761 | - | $990,000 | $18,721 | $4,548,713 | | | 2022 | $896,538 | $2,487,888 | $115,723 | $912,857 | $25,586 | $4,438,592 |
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| • | All of Ms. Whittemore’s outstanding equity awards held as of the date of such retirement (i.e., 43,873 shares of restricted stock as of January 31, 2025) will remain outstanding and continue to vest in accordance with the terms of the applicable award agreement as if she were still employed by the Company (with an estimated acceleration value of such equity awards equal to an aggregate of $3,810,370, plus accrued dividends of $32,805); and |