DEF 14A of Las Vegas Sands Corp
Filed Apr 3, 2025 · FY20240001300514-25-000082
ABOUT THE BOARD
ABOUT THE BOARD Our Board currently has nine directors. The term of office of the current directors will expire at the 2025 Annual Meeting of Stockholders. Stockholders are being asked to consider each of the following nine nominees to serve as director until the 2026 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, Mark Besca, Irwin Chafetz, Micheline Chau, Charles D. Forman, Lewis Kramer, Alain Li and Micky Pant. 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: •C-suite level positions at global companies, including those in: –gaming, hospitality and meetings, incentives, conventions and exhibitions (“MICE”); –retail, marketing and branding; –entertainment; and –companies with a strong presence in Asia; •Participation on other global public company boards; •Financial transactions and corporate finance experience; and •Accounting, auditing and internal control experience in working with global Fortune 500 public companies. 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.
ABOUT THE BOARD
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| ROBERT G. GOLDSTEIN CHAIR AGE: 69 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 ("CEO"), 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, served as Chief Executive Officer of our Company’s subsidiary, SCL, both of which 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. |
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| PATRICK DUMONT AGE: 50 DIRECTOR SINCE: 2017 COMMITTEES: •None | Mr. Dumont’s experience in management, development and 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 the Company's 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, a professional basketball team in the National Basketball Association in which the family owns a majority interest. |
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| MARK BESCA AGE: 65 DIRECTOR SINCE: 2025 COMMITTEES: •Audit •Compliance (Chair) INDEPENDENT | | | | Mr. Besca’s extensive financial and business knowledge gained while serving as an independent auditor for organizations across diverse industries and his experience as a public company director led the Board to conclude he would be a valuable member of our Board. Experience Mr. Besca has been a director of the Company since January 2025. Prior to his retirement in 2020, Mr. Besca spent 40 years at EY (formerly Ernst & Young, LLP) serving as lead and senior advisory audit partner to some of the largest public companies in the media and entertainment, consumer products and airline industries. From 2017 until 2020, Mr. Besca was the leader of the Long-Term Value and Stakeholder Capitalism initiative at EY. From 2012 to 2018, he served as managing partner of EY’s New York City office with over 11,000 professionals, and from 2009 to 2011, he was Northeast managing partner of EY’s Assurance and Advisory Business. Mr. Besca has been a member of the board of directors and audit committee chair of Markel Group Inc. since 2020 and a member of the board of directors and member of the audit committee of Clarus Corporation since December 2024. Mr. Besca holds several civic positions including chairman emeritus of the Pace University board of trustees, the board of the Roundabout Theatre Production Company and formerly a member of the UJA Media and Entertainment executive committee. Mr. Besca is also a David Rockefeller fellow of the NYC Partnership. |
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| IRWIN CHAFETZ AGE: 88 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. |
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| MICHELINE CHAU AGE: 72 DIRECTOR SINCE: 2014 COMMITTEES: •Compensation (Chair) •Compliance •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. |
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| CHARLES D. FORMAN AGE: 78 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. |
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| LEWIS KRAMER AGE: 77 DIRECTOR SINCE: 2017 COMMITTEES: •Audit (Chair) •Compensation 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). |
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| ALAIN LI AGE: 64 DIRECTOR SINCE: 2024 COMMITTEES: •Audit •Compensation •Nominating and Governance (Chair) 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 Dynasty Fine Wines Group Limited, a position he has held since August 2024, and Remy Cointreau SA, a position he has held since 2022. He is also president of the French Chamber of Commerce and Industry in Hong Kong, a position he has held since 2022. |
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| MICKY PANT AGE: 70 DIRECTOR SINCE: 2025 COMMITTEES: •Compliance •Nominating and Governance INDEPENDENT | | | | Mr. Pant’s extensive senior leadership experience in international companies, including as chief executive officer of Yum China Holdings, Inc., his global strategic and marketing experience, and his experience as a director of other public companies led the Board to conclude he would be a valuable member of our Board. Experience Mr. Pant has been a director of the Company since 2025. Mr. Pant was a consultant to Beyond Meat, Inc. from March 2020 to December 2020. Prior to that, Mr. Pant was vice chairman of the board and senior advisor to Yum China Holdings, Inc. (“Yum China”) from 2018 to 2020, chief executive officer of Yum China from 2016 to 2018, chief executive officer of the Yum China Division of Yum Brands, Inc. (“Yum Brands”) from 2015 to 2016, and held several other senior roles of increasing responsibility at Yum Brands from 2006 to 2015, including chief executive officer of the KFC Division, chief executive officer of Yum Restaurants International, president of global branding for Yum Brands, president of Yum Restaurants International, chief marketing officer of Yum Brands, global chief concept officer for Yum Brands and president of Taco Bell International. Prior to that, Mr. Pant served in various roles, including chief marketing officer, at Reebok International from 1994 to 2004, PepsiCo India from 1992 to 1994, and Unilever in India and the United Kingdom from 1976 to 1990. Mr. Pant served on the board of directors of Beyond Meats, Inc. from May 2021 to May 2024, Primavera Capital Acquisition Corp. from January 2021 to December 2022, Yum China Holdings, Inc. from March 2018 to March 2020, and Pinnacle Foods, Inc. from December 2014 to June 2018. |
INFORMATION REGARDING THE BOARD AND
INFORMATION REGARDING THE BOARD AND
— BOARD COMMITTEES
— BOARD COMMITTEES The table below illustrates the current chairs and membership of the Board and of each standing Board committee as of the date of this proxy statement, the independence status of each Board member and the number of Board and Board committee meetings held during fiscal 2024.
— BOARD COMMITTEES
| DIRECTOR | BOARD | AUDIT COMMITTEE | COMPENSATION COMMITTEE | NOMINATING AND GOVERNANCE COMMITTEE | COMPLIANCE COMMITTEE | | Robert G. Goldstein | Chair | | | | | | Patrick Dumont | ✓ | | | | | | Mark Besca*(1) | ✓ | ✓ | | | Chair | | Irwin Chafetz | ✓ | | | | | | Charles D. Forman | ✓ | | | | | | Micheline Chau* | ✓ | | Chair | ✓ | ✓ | | Lewis Kramer* | ✓ | Chair | ✓ | | | | Alain Li* | ✓ | ✓ | ✓ | Chair | | | Micky Pant*(2) | ✓ | | | ✓ | ✓ | | 2024 MEETINGS | 8 | 6 | 5 | 5 | 4 |
— BOARD COMMITTEES
*Independent Director ✓Member (1)Mr. Besca joined the Board effective as of January 27, 2025. (2)Mr. Pant joined the Board effective as of March 11, 2025.
— COMPENSATION BEST PRACTICES
| WHAT WE DO | | WHAT WE DON’T DO | | | ü | Provide the opportunity for stockholders to vote on the advisory “say-on-pay” proposal on an annual basis | | No supplemental executive retirement plans | | ü | Maintain clawback policies for our cash and equity incentive awards | | No guaranteed bonuses | | ü | Utilize short-term and long-term performance- based incentives | | No repricing of stock options | | ü | Fully disclose our incentive plan performance measures | | No “golden parachute” excise tax gross ups | | ü | Align our executive compensation structure with the interests of our stockholders | | No “single-trigger” vesting or benefits solely upon the occurrence of a change in control | | ü | Provide for a majority of executive compensation that is at-risk and tied to the Company’s performance | | Provide for annual equity compensation for executive officers that does not have a performance-based element | | ü | Retain an independent executive compensation consultant | | | | ü | Include ESG metrics in our performance-based compensation | | |
Objectives of Our Executive Compensation Program
Objectives of Our Executive Compensation Program We design our executive compensation program to drive the creation of long-term stockholder value. We do this by tying compensation to the achievement of performance goals that promote creation of stockholder value and by designing compensation to attract and retain high-caliber executives in a competitive market for talent. Our executive compensation program is overseen by the Compensation Committee, which has developed the program to accomplish the following primary objectives: •Attract and retain key executive talent to support our strategic growth priorities and culture •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 •Reward the executive officers by aligning their compensation with the achievement of our financial and strategic objectives •Promote good corporate citizenship in our executive officers
Annual Compensation Mix under 2024 Employment Agreements
Annual Compensation Mix under 2024 Employment Agreements 84% AT RISK 79% AT RISK Long-Term Incentive The above annual compensation mix is based on the employment agreement in effect during the 2024 fiscal year for each Base Salary Short-Term Incentive Base Salary Short-Term Incentive Long-Term Incentive named executive officer. Refer to “Executive Compensation and Other Benefits — 2024 Employment Agreements” for more information. The above reflects the following: •“Short-Term Incentive” reflects an annual cash bonus opportunity and “Long-Term Incentive” reflects an annual restricted stock unit award opportunity •The mix assumes “at target” achievement of goals •The mix excludes benefits such as security, personal aircraft usage and health coverage 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”: •base salary •short-term incentives (annual cash bonus) •long-term incentives (annual equity awards) •personal benefits
Annual Compensation Mix under 2024 Employment Agreements
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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 2024, 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 CEO, the Compensation Committee also 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, which the Compensation Committee considers in making its compensation decisions.
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, which take 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 — 2024 Employment Agreements.”
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).
Long-Term Incentives (Annual Equity Awards)
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2024 Executive Compensation Performance Criteria
2024 Executive Compensation Performance Criteria As described above in “The Process of Setting Executive Compensation,” each of our named executive officers has an employment agreement with the Company that provides the overall framework for his annual compensation whereby the Compensation Committee predetermines specific Company performance criteria for an applicable year in order to establish the range of potential annual short-term cash incentives 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) and long-term equity incentives. Each of our named executive officers is eligible to receive a short-term cash and long-term equity incentive award based on a target, which is a certain percentage of each executive’s base salary (refer to “Executive Compensation and Other Information — 2024 Employment Agreements” for the applicable percentage for each executive officer), subject to the achievement of the specific Company performance criteria (the “Target”) established by the Compensation Committee. Depending on the level of achievement of the specific Company performance criteria, the short-term cash and long-term equity awards are payable at between 85% and 115% of Target, although if achievement of the specific Company performance criteria is below 85%, the short-term cash and long-term equity incentives would not be awarded for the applicable year. In determining the 2024 Company performance criteria for the short-term cash and long-term equity incentives, the Compensation Committee’s goal was to set aggressive objectives based on its review of the annual budget information provided by management and approved by the Board. The Compensation Committee also took into consideration the Board’s discussions with our named executive officers and management about the assumptions underlying the 2024 budget and the Company’s operating and development plans for 2024. The Compensation Committee believes the achievement of the 2024 performance criteria required Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson to perform at a high level to achieve or exceed the Target. The Compensation Committee determined the 2024 performance criteria to be based on the Company’s adjusted property EBITDA for the year ended December 31, 2024. We utilize adjusted property EBITDA to measure the operating performance of our properties compared to those of our competitors. This metric establishes our ability to pay dividends, support the continued investment in our existing properties and future development projects, and our ability to return capital to stockholders through our share repurchase program. For purposes of determining 2024 performance, the Compensation Committee adjusted the adjusted property EBITDA to reduce it for 2024 corporate expense, add back the Management Incentive Program (described below) bonus expense for 2024 and eliminate favorable foreign exchange impact (“Adjusted Property EBITDA”). The Compensation Committee established the Target for the 2024 performance criteria to be achievement of Adjusted Property EBITDA of $4.63 billion for the year ended December 31, 2024, with straight line interpolation being used to determine awards ranging from 85% to 115%, and with achievement below 85% resulting in no short-term or long-term equity incentives being awarded for 2024. The final 2024 performance criteria approved by the Compensation Committee was Adjusted Property EBITDA of $4.19 billion for 2024, which was above the threshold but below the Target, resulting in achievement for the named executive officers of 91%. Additionally, for 2024, the Compensation Committee included an ESG adjustment factor whereby if at least three out of four of the below metrics were met, the annual short-term cash and long-term equity incentives would be paid at the level earned pursuant to the Company’s performance against the 2024 performance criteria discussed above, and if less than three of the below metrics were met, the annual short-term cash and long-term equity incentives would be adjusted to 90% of the level earned pursuant to the Company’s performance against the 2024 performance criteria discussed above.
Short- and long-term incentives awarded at 91% of target
Short- and long-term incentives awarded at 91% of target
Short- and long-term incentives awarded at 91% of target
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2024 Employment Agreements
2024 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: •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 •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 •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 amended 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 •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 second amended employment agreement, and, based on these factors and discussions with Korn Ferry, the Compensation Committee determined that the terms of Mr. Hudson’s employment agreement were fair to the Company
2024 Employment Agreements
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| 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. | | 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 2024, the total award criteria were certified at 91% (subject to an ESG adjustment factor, which was certified at 100%), and as a result, Mr. Goldstein received a bonus of $5.46 million, paid in January 2025. Refer to “2024 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 total award criteria for the 2024 RSU award were certified at 91% (subject to an ESG adjustment factor, which was certified at 100%), and as a result, Mr. Goldstein received an RSU award of $8.87 million, granted on February 3, 2025. Refer to “2024 Executive Compensation Performance Criteria.” On April 26, 2021, Mr. Goldstein received a one-time initial award of 150,000 restricted stock units (“RSUs") in connection with his employment agreement. These initial RSUs vested 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 vested 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 was 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. •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. |
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| 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. | | 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 2024, the total award criteria were certified at 91% (subject to an ESG adjustment factor, which was certified at 100%), and as a result, Mr. Dumont received a bonus of $4.55 million, paid in January 2025. Refer to “2024 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 total award criteria for the 2024 RSU award were certified at 91% (subject to an ESG adjustment factor, which was certified at 100%), and as a result, Mr. Dumont received an RSU award of $4.55 million, granted on February 3, 2025. Refer to “2024 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 vested 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 vested 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 was 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. •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. |
Table of Contents
| 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. In 2024, the total award criteria were certified at 91% (subject to an ESG adjustment factor, which was certified at 100%), and as a result, Mr. Hyzak received a bonus of $1.64 million, paid in January 2025. See “2024 Executive Compensation Performance Criteria.” | | 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. The total award criteria for the 2024 RSU award were certified at 91% (subject to an ESG adjustment factor, which was certified at 100%), and as a result, Mr. Hyzak received an RSU award of $1.91 million, granted on February 3, 2025. Refer to “2024 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 vested 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 vested 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 was subject to Mr. Hyzak’s continued employment with the Company. | | Personal Benefits* | Mr. Hyzak is entitled to: •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. |
Table of Contents
| 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. In 2024, the total award criteria were certified at 91% (subject to an ESG adjustment factor, which was certified at 100%), and as a result, Mr. Hudson received a bonus of $2.07 million, paid in January 2025. Refer to “2024 Executive Compensation Performance Criteria.” | | 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. The total award criteria for the 2024 RSU award were certified at 91% (subject to an ESG adjustment factor, which was certified at 100%), and as a result, Mr. Hudson received an RSU award of $2.37 million, granted on February 3, 2025. Refer to “2024 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 in effect at the time, or $1,375,000, in connection with his employment agreement. These initial RSUs vested 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 vested 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 was subject to Mr. Hudson’s continued employment with the Company. 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* | Mr. Hudson is entitled to: •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. |
2025 Goldstein Amended Employment Agreement
2025 Goldstein Amended Employment Agreement On March 5, 2025, the Company entered into a First Amendment to Employment Agreement with Mr. Goldstein (the “Amendment”), which provides that, subject to Mr. Goldstein’s continued employment with us through March 1, 2026 and his execution of a release, Mr. Goldstein will transition to the role of senior advisor on March 1, 2026 and provide consulting services to the Company for a period of two years commencing on March 1, 2026. During the consulting term, Mr. Goldstein will receive annual consulting fees and benefits provided under the Amendment. Refer to “Executive Compensation and Other Information — Potential Payments Upon Termination or Change in Control” for additional details on the Amendment.
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 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 2024. 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.”
Clawback Policy
Clawback Policy In accordance with the implementation by the SEC of clawback rules promulgated under the Dodd-Frank Act and associated NYSE listing standards requiring issuers to adopt a policy for the clawback of certain compensation awarded to the issuer’s Section 16 officers (in the Company’s case, Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson) in the event of certain accounting restatements, the Company has adopted a clawback policy (the “Clawback Policy”) that applies to the Company’s Section 16 officers. The Clawback Policy provides that in the event of a Restatement (as such term is defined in the Clawback Policy), incentive-based compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure (as defined in the Clawback Policy) (“Incentive-Based Compensation”) received by a person that exceeds the amount of applicable Incentive-Based Compensation that otherwise would have been received by the person had such amount been determined based on the applicable restatement shall be automatically and immediately forfeited. The Clawback Policy applies to all Incentive-Based Compensation received by our current and former Section 16 officers on or after October 2, 2023, the effective date specified in the NYSE listing standards. All equity awards, including the annual grants of restricted stock units, made to our named executive officers are subject to the Forfeiture Policy and the Clawback Policy.
Grant Practices for Stock Options, Restricted Stock and Restricted Stock Units
Grant Practices for Stock Options, Restricted Stock and Restricted Stock Units Equity grants 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 CEO 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 and a non-employee director within the meaning of Rule 16b-3 under the Exchange Act. 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. Our named executive officers are eligible to receive restricted stock units annually under their respective employment agreements. These grants are typically determined and approved by the Compensation Committee at a meeting in January of each year and are granted to our named executive officers shortly thereafter on a date that falls within the next open trading window (usually January or February). Other employees may also receive restricted stock unit awards annually pursuant to the terms of their respective employment agreements, if applicable, or at the discretion of senior management pursuant to the Compensation Committee’s delegation of authority, as described above. These grants are also typically made in January or February during an open trading window. Restricted stock units and options may also be granted to both our named executive officers and other Team Members on an ad-hoc basis from time to time upon hiring or in other circumstances, including in response to extraordinary corporate events, at the discretion of the Compensation Committee and/or senior management pursuant to the Compensation Committee’s delegation of authority described above. We do not grant stock options in the ordinary course to executive officers or Team Members. We make one-time grants of stock options to new non-employee directors on the date they first become non-employee directors. We do not grant equity awards in anticipation of the release of material nonpublic information, and do not time the public release of such information based on award grant dates. During the last completed fiscal year, we have not made stock option awards to any named executive officer during the period beginning four business days before and ending one business day after the filing of a periodic report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Grant Practices for Stock Options, Restricted Stock and Restricted Stock Units
| LAS VEGAS SANDS 2025 Proxy Statement | 41 |
— THE COMMITTEE’S COMPENSATION CONSULTANTS
— THE COMMITTEE’S COMPENSATION CONSULTANTS For 2024, 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. Additionally, in 2024, the Compensation Committee retained Korn Ferry to provide an updated analysis 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 and determined that no changes were needed to the peer group used in the Company's 2023 proxy statement, as such peer group reflects the Company’s core business characteristics—spanning gaming, accommodations, entertainment, retail, food and beverage, logistics and real estate and the Company’s business, operational, market, and talent profiles. The Company’s peer group is as follows:
— 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. | |
— 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 COMMITTEE’S COMPENSATION CONSULTANTS
| 42 | LAS VEGAS SANDS 2025 Proxy Statement |
— 2024 SUMMARY COMPENSATION TABLE
— 2024 SUMMARY COMPENSATION TABLE The following table provides information regarding compensation for the years indicated for our named executive officers:
— 2024 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 Chairman of the Board and Chief Executive Officer | 2024 | $3,000,000 | $— | $11,212,488 | $— | $5,460,000 | $2,179,285 | $21,851,773 | | | 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 | | Patrick Dumont President and Chief Operating Officer | 2024 | $2,500,000 | $— | $5,749,985 | $— | $4,550,000 | $5,042,204 | $17,842,189 | | | 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 | | Randy Hyzak Executive Vice President and Chief Financial Officer | 2024 | $1,200,000 | $— | $1,724,990 | $— | $1,638,000 | $174,151 | $4,737,141 | | | 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 | | D. Zachary Hudson Executive Vice President, Global General Counsel and Secretary | 2024 | $1,300,000 | $— | $1,581,250 | $— | $2,070,250 | $318,886 | $5,270,386 | | | 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 |
— 2024 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, 2024, included in our 2024 Annual Report on Form 10-K. Amounts disclosed represent compensation earned based on performance in the prior year. (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 year ended December 31, 2024, included in our 2024 Annual Report on Form 10-K. (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. (4)Amounts included in “All Other Compensation” for 2024 are detailed in the table below.
— 2024 SUMMARY COMPENSATION TABLE
| LAS VEGAS SANDS 2025 Proxy Statement | 45 |
— 2024 GRANTS OF PLAN-BASED AWARDS
— 2024 GRANTS OF PLAN-BASED AWARDS The following table presents information on potential payment opportunities in respect of 2024 performance for our named executive officers and equity awards granted to them during calendar year 2024 under our Amended and Restated 2004 Equity Award Plan.
— 2024 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 | 1/29/2024 | | | | 222,470 | | | $11,212,488 | | Stock Option | | | | | | — | $— | | | Patrick Dumont | | | | | | | | | | Annual Bonus | | $4,250,000 | $5,000,000 | $5,750,000 | | | | | | RSU Award | 1/29/2024 | | | | 114,087 | | | $5,749,985 | | Stock Option | | | | | | — | $— | | | Randy Hyzak | | | | | | | | | | Annual Bonus | | $1,530,000 | $1,800,000 | $2,070,000 | | | | | | RSU Award | 1/29/2024 | | | | 34,226 | | | $1,724,990 | | Stock Option | | | | | | — | $— | | | D. Zachary Hudson | | | | | | | | | | Annual Bonus | | $1,933,750 | $2,275,000 | $2,616,250 | | | | | | RSU Award | 1/29/2024 | | | | 31,374 | | | $1,581,250 | | Stock Option | | | | | | — | $— | |
— 2024 GRANTS OF PLAN-BASED AWARDS
(1)The amounts shown in these columns represent the range of potential incentive payment opportunities for 2024 based on achieving certain performance criteria established by the Compensation Committee. For 2024, 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 150% and 175%, respectively, of their annual base salaries, in each case, 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 “2024 Employment Agreements,” as well as under “2024 Executive Compensation Performance Criteria” for more information regarding incentive awards. (2)The amounts shown in this column represent 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, 2024, included in the Company’s 2024 Annual Report on Form 10-K.
— 2024 GRANTS OF PLAN-BASED AWARDS
| LAS VEGAS SANDS 2025 Proxy Statement | 47 |
— OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
— OUTSTANDING EQUITY AWARDS AT 2024 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, 2024:
— OUTSTANDING EQUITY AWARDS AT 2024 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(1) ($) | | Robert G. Goldstein | 2,500,000 | — | — | $50.33 | 11/19/2028 | 222,470(3) | $11,426,059 | | | 2,000,000 | — | — | $34.28 | 12/2/2031 | 112,862(4) | $5,796,592 | | Patrick Dumont | 425,000 | — | — | $52.53 | 3/28/2026 | 114,087(5) | $5,859,508 | | | 1,500,000 | — | — | $34.28 | 12/2/2031 | 57,877(6) | $2,972,563 | | Randy Hyzak | 21,910 | — | — | $58.81 | 10/3/2026 | 34,226(7) | $1,757,847 | | | 21,358 | — | — | $63.89 | 6/29/2027 | 17,363(8) | $891,764 | | | 17,424 | — | — | $75.18 | 2/1/2028 | — | — | | | 35,635 | — | — | $59.89 | 1/31/2029 | — | — | | | 39,920 | — | — | $65.31 | 1/30/2030 | — | — | | | 500,000 | — | — | $34.28 | 12/2/2031 | — | — | | D. Zachary Hudson | 150,000 | — | — | $57.76 | 9/29/2029 | 31,374(9) | $1,611,369 | | | — | 510,157(2) | — | $48.63 | 12/12/2033 | 15,916(10) | $817,446 | | | 500,000 | — | — | $34.28 | 12/02/2031 | — | — |
— OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
(1)Market value is determined based on the closing price of our Common Stock of $51.36 on December 31, 2024, the last trading day of 2024, as reported on the NYSE and equals the closing price multiplied by the number of shares underlying the grants. (2)The unvested portion of this stock option grant vests on December 31, 2029. (3)The remaining unvested restricted stock units vest as follows: 73,416 restricted stock units vested on January 29, 2025, 73,415 restricted stock units vest on January 29, 2026 and 75,639 restricted stock units vest on January 29, 2027. (4)The remaining unvested restricted stock units vest as follows: 55,589 restricted stock units vested on January 30, 2025 and 57,273 restricted stock units vest on January 30, 2026. (5)The remaining unvested restricted stock units vest as follows: 37,649 restricted stock units vested on January 29, 2025, 37,649 restricted stock units vest on January 29, 2026 and 38,789 restricted stock units vest on January 29, 2027. (6)The remaining unvested restricted stock units vest as follows: 28,507 restricted stock units vested on January 30, 2025 and 29,370 restricted stock units vest on January 30, 2026. (7)The remaining unvested restricted stock units vest as follows: 11,295 restricted stock units vested on January 29, 2025, 11,295 restricted stock units vest on January 29, 2026 and 11,636 restricted stock units vest on January 29, 2027. (8)The remaining unvested restricted stock units vest as follows: 8,552 restricted stock units vested on January 30, 2025 and 8,811 restricted stock units vest on January 30, 2026. (9)The remaining unvested restricted stock units vest as follows: 10,354 restricted stock units vested on January 29, 2025, 10,353 restricted stock units vest on January 29, 2026 and 10,667 restricted stock units vest on January 29, 2027. (10)The remaining unvested restricted stock units vest as follows: 7,839 restricted stock units vested on January 30, 2025 and 8,077 restricted stock units vest on January 30, 2026.
— OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| 48 | LAS VEGAS SANDS 2025 Proxy Statement |
— OPTION EXERCISES AND STOCK VESTED IN 2024
— OPTION EXERCISES AND STOCK VESTED IN 2024 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 2024:
— OPTION EXERCISES AND STOCK VESTED IN 2024
| | 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 | — | $— | 106,589 | $5,070,161 | | Patrick Dumont | — | $— | 56,955 | $2,704,347 | | Randy Hyzak | — | $— | 17,086 | $811,280 | | D. Zachary Hudson | — | $— | 15,662 | $743,668 |
— OPTION EXERCISES AND STOCK VESTED IN 2024
(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.
— POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
— POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
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 2024 and applicable law.
— POTENTIAL PAYMENTS/BENEFITS UPON TERMINATION OF EMPLOYMENT FOR 2024
— POTENTIAL PAYMENTS/BENEFITS UPON TERMINATION OF EMPLOYMENT FOR 2024 The table below sets forth information about the potential payments and benefits our named executive officers who were employed by us on December 31, 2024, may receive under their employment agreements, as in effect on December 31, 2024, upon the termination of their employment with the Company. 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, 2024. 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: •amounts included in cash payments for incentive bonus payments are based on each named executive achieving 100% of their performance targets and/or goals; •the named executive officer did not become employed by a subsequent employer; and •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.
— POTENTIAL PAYMENTS/BENEFITS UPON TERMINATION OF EMPLOYMENT FOR 2024
| 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 | $17,222,652 | $— | $— | $41,222,652 | | Without Cause/For Good Reason within 2 Years Following a Change in Control | $33,000,000 | $17,222,652 | $— | $73,442 | $50,296,094 | | Death/Disability | $6,000,000 | $17,222,652 | $— | $— | $23,222,652 | | Patrick Dumont | | | | | | | Without Cause/For Good Reason | $12,500,000 | $8,832,071 | $— | $— | $21,332,071 | | Without Cause/For Good Reason within 2 Years Following a Change in Control | $20,000,000 | $8,832,071 | $— | $73,442 | $28,905,513 | | Death/Disability | $2,500,000 | $8,832,071 | $— | $— | $11,332,071 | | Randy Hyzak | | | | | | | Without Cause/For Good Reason | $3,000,000 | $2,649,611 | $— | $— | $5,649,611 | | Without Cause/For Good Reason within 2 Years Following a Change in Control | $4,800,000 | $2,649,611 | $— | $73,442 | $7,523,053 | | Death/Disability | $1,200,000 | $2,649,611 | $— | $— | $3,849,611 | | D. Zachary Hudson | | | | | | | Without Cause/For Good Reason | $3,605,000 | $— | $232,121 | $— | $3,837,121 | | Without Cause/For Good Reason within 2 Years Following a Change in Control | $3,605,000 | $— | $232,121 | $— | $3,837,121 | | Death/Disability | $— | $— | $— | $— | $— |
— POTENTIAL PAYMENTS/BENEFITS UPON TERMINATION OF EMPLOYMENT FOR 2024
(1)Reflects the value of accelerated vesting of restricted stock units, based on the closing price of our Common Stock on December 31, 2024, the last day of trading of 2024, of $51.36 per share. Of the amounts shown in the table, restricted stock units with a value of $6,625,697, $3,397,772 and $1,019,342 for Mr. Goldstein, Mr. Dumont and Mr. Hyzak, respectively, vested during the period from January 1, 2025, through the date of this proxy statement and, accordingly, will not be accelerated in the event of termination of employment. (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 31, 2024, of $51.36 per share over (b) the applicable exercise price of the options. (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.
— POTENTIAL PAYMENTS/BENEFITS UPON TERMINATION OF EMPLOYMENT FOR 2024
| 58 | LAS VEGAS SANDS 2025 Proxy Statement |
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 2024:
CEO PAY RATIO
| CEO PAY RATIO | | | CEO Annual Total Compensation* | $21,851,773 | | Median Employee Annual Total Compensation | $42,426 | | CEO to Median Employee Pay Ratio | 515:1 |
CEO PAY RATIO
*As reported in the 2024 Summary Compensation Table included in this proxy statement. 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: •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. •We elected to exclude our seasonal or temporary employees who have not worked since July 1, 2022, because they were not employees as of December 31, 2022. •We determined 2022 earnings based on the following elements: –U.S. employees: Medicare wages reported on 2022 Internal Revenue Service Form W-2 –Singapore employees: 2022 cash compensation reported to the Inland Revenue Authority of Singapore –the remaining employees: all cash compensation reported in the local payroll system –we used the exchange rate on December 31, 2022 to convert each non-U.S. employee’s total compensation to U.S. dollars –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 •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, 2024 in the amount of $39,886. With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $42,426. 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 2024, 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 2024 to calculate the 2024 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.
CEO PAY RATIO
| 64 | LAS VEGAS SANDS 2025 Proxy Statement |
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 2024 were as follows:
DIRECTOR COMPENSATION
| Annual Board Retainer | $150,000 | | Annual Restricted Stock or Restricted Stock Unit Grant(1) | $200,000 | | One-time Stock Option Grant for New Directors(2) | $100,000 | | Annual Cash Retainer — Audit Committee and Special Litigation Committee Chair | $35,000 | | Annual Cash Retainer — Audit Committee and Special Litigation Committee Members | $20,000 | | Annual Cash Retainer — Other Committee Chair(3) | $25,000 | | Annual Cash Retainer — Other Committee Members(3) | $10,000 |
DIRECTOR COMPENSATION
(1)Each non-employee director may elect to receive either restricted stock or restricted stock units. In accordance with our Amended and Restated 2004 Equity Award Plan, upon vesting of the restricted stock or restricted stock units, non-employee directors may not sell their stock while serving as a member of the Board. In 2024, each non-employee director received 4,237 shares of restricted stock. (2)Value of the option grant is based on the Black-Scholes option valuation model. (3)“Other committee” denotes the Compensation Committee, Nominating and Governance Committee and Compliance Committee. Non-employee directors may defer cash compensation payments into our Non-Employee Director Deferred Compensation Plan. None of the non-employee directors has elected to defer any payments to date. Non-employee directors are also reimbursed for expenses incurred in connection with their service as directors, including travel expenses for meeting attendance.
DIRECTOR COMPENSATION
| LAS VEGAS SANDS 2025 Proxy Statement | 65 |
Table of Contents
| DIRECTOR COMPENSATION |
— 2024 DIRECTOR COMPENSATION TABLE
— 2024 DIRECTOR COMPENSATION TABLE The following table describes the compensation arrangements with our non-employee directors for 2024:
— 2024 DIRECTOR COMPENSATION TABLE
| NAME | FEES EARNED ($) | STOCK AWARDS(1) ($) | OPTION AWARDS(2) ($) | ALL OTHER COMPENSATION(3) ($) | TOTAL ($) | | Irwin Chafetz | $150,000 | $200,000 | $— | $16,532 | $366,532 | | Micheline Chau | $228,569 | $200,000 | $— | $2,289 | $430,858 | | Charles D. Forman(4) | $150,000 | $200,000 | $— | $2,289 | $352,289 | | Nora M. Jordan(5) | $12,528 | $137,128 | $— | $1,144 | $150,800 | | Lewis Kramer | $234,998 | $200,000 | $— | $2,289 | $437,287 | | David F. Levi(5) | $14,056 | $137,128 | $— | $1,144 | $152,328 | | Alain Li(6) | $178,917 | $200,000 | $100,000 | $— | $478,917 |
— 2024 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, 2024, Mr. Chafetz, Ms. Chau, Mr. Forman, Mr. Kramer and Mr. Li each held 4,237 unvested shares of restricted stock that will vest on May 9, 2025. (2)Assumptions used in the Black-Scholes calculation are disclosed in Note 18 to the consolidated financial statements for the year ended December 31, 2024, included in the Company’s 2024 Annual Report on Form 10-K. As of December 31, 2024, Mr. Kramer and Mr. Li held options to acquire 10,649 and 6,824 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. (3)The amounts in this column include accrued dividends received upon the vesting of restricted stock during 2024 for each director and personal aircraft usage for Mr. Chafetz's guests. (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. (5)Ms. Jordan and Mr. Levi resigned from the Board effective as of January 22, 2024. In connection with their termination of service, the vesting of 2,861 shares of restricted stock each held by Ms. Jordan and Mr. Levi, respectively, was accelerated, which shares were originally scheduled to vest on May 9, 2024. The amount reported in the Stock Awards column represents the incremental fair value, as determined pursuant to ASC Topic 718, of the restricted stock award on the modification date. (6)Mr. Li joined the Board effective as of January 22, 2024.
— 2024 DIRECTOR COMPENSATION TABLE
| 66 | LAS VEGAS SANDS 2025 Proxy Statement |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Stockholders will vote to elect nine directors to hold office for a one-year term. Our Board has recommended Mr. Robert G. Goldstein, Mr. Patrick Dumont, Mr. Mark Besca, Mr. Irwin Chafetz, Ms. Micheline Chau, Mr. Charles D. Forman, Mr. Lewis Kramer, Mr. Alain Li and Mr. Micky Pant for election as directors to serve until the 2026 Annual Meeting of Stockholders 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.”