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☐ | Preliminary Proxy Statement | |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
☑ | Definitive Proxy Statement | |
☐ | Definitive Additional Materials | |
☐ | Soliciting Material Pursuant to § 240.14a-12 |
LAS VEGAS SANDS CORP.
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NOTICE OF 2023 ANNUAL MEETING & PROXY STATEMENT MAY 11, 2023 11:00 A.M. PACIFIC TIME
LETTER FROM
THE CHAIRMAN
“We have operated over the past three years in a difficult environment presented by the reduction in tourism and travel expenditures in both Macao and Singapore. Throughout this challenging period, we have remained focused on executing our strategic objectives to position the Company to deliver strong growth as travel and tourism spending in Asia eventually recover.
In Macao, in late 2022, travel restrictions that had meaningfully limited the ability for visitors from mainland China and elsewhere to visit Macao were relaxed. In addition, the Company was gratified to receive a new ten-year gaming concession in Macao, which will enable us to continue our decades-long commitment to making investments designed to enhance the business and leisure tourism appeal of Macao and support its development as a world center of business and leisure tourism.
In Singapore, following the easing of travel restrictions in April 2022, a robust recovery in travel and tourism spending in Singapore has occurred. Our ongoing $1 billion renovation program at Marina Bay Sands will meaningfully enhance and expand our premium suite and luxury tourism offerings in the years ahead. In addition, we look forward to accelerating the development and construction process to expand our market-leading Integrated Resort in Singapore, in order to enhance the business and leisure tourism appeal of Singapore and provide a platform for strong growth in the years ahead.
LETTER FROM THE CHAIRMANThe sale of our Las Vegas operations and assets in 2022 enhanced our balance sheet strength and boosted our liquidity. We are fortunate that our balance sheet strength enables us to continue investing in both Macao and Singapore, while also pursuing development opportunities in new markets.”
Dear Stockholder:
You are cordially invited to attend the 2016 annual meeting2023 Annual Meeting of stockholders of Las Vegas Sands Corp. (the “Company”), which will be held online on June 3, 2016May 11, 2023 at 11:3000 a.m., Eastern time, at The St. Regis New York located at Two E. 55th Street, New York, New York 10022. Pacific time. We believe the environmentally-friendly virtual meeting format will provide expanded access, improved communication, and cost savings for our stockholders and the Company. You will not be able to attend the Annual Meeting in person.
Details regarding admission to the meeting and the business to be presented at the meeting can be found in the accompanying Notice of Annual Meeting and Proxy Statement.
This year, we again are pleased to take advantage of Securities and Exchange Commission (the “SEC”) rules that allow companies to furnish proxy materials to stockholders via the Internet. We believe that these rules allow us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of producing and distributing materials for our annual meeting. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”“Notice”) to our stockholders of record and beneficial owners, unless they have directed us to provide the materials in a different manner. The Notice provides instructions on how to access and review all of the important information contained in the accompanying Proxy Statement and Annual Report to Stockholders, as well as how to submit a proxy by telephone or over the Internet. If you receive the Notice and would still like to receive a printed copy of our proxy materials, instructions for requesting these materials are included in the Notice. The Company plans to mail the Notice to stockholders by April 22, 2016.March 31, 2023. The Company will continue to mail a printed copy of this Proxy Statement and form of proxy to certain stockholders, and it expects that mailing will begin on or about April 22, 2016.March 31, 2023.
“I am proud of our Company’s achievements during the year. We look forward with optimism to 2023 and the years ahead. The recovery in travel and tourism spending that we have been preparing for over these last three years is now coming to fruition. We are confident that the investments we have made in our people and our market-leading integrated resort property portfolio over the last three years position us exceedingly well to deliver strong growth in 2023 and the years ahead. Thank you again for your support.”
Your vote is important. Whether or not you are able to attend, it is important that your shares be represented at the meeting. Please follow the instructions in the Notice and vote as soon as possible.
On behalfYours sincerely,
ROBERT G. GOLDSTEIN
Chairman of the Board of Directors and the management of Las Vegas Sands Corp., thank you very much for your support.
Yours sincerely,
SHELDON G. ADELSON
Chairman of the Board
and Chief Executive Officer
April 22, 2016March 31, 2023
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NOTICE OF ANNUAL MEETING
to be held on
June 3, 2016
MAY 11, 2023 11:00 a.m. Pacific Time Location Access via https://web.lumiagm.com/282745561 and enter the 11-digit control number on the proxy card or Notice of Availability of Proxy Materials you previously received and the meeting password, sands2023 | NOTICE of Annual Meeting | |||
The annual meeting of stockholders of Las Vegas Sands Corp., a Nevada corporation (the “Company”), will be held online on May 11, 2023, at 11:00 a.m. Pacific time, for the following purposes: 1. to elect eight directors to the Board to serve until the 2024 Annual Meeting; 2. to ratify the appointment of our independent registered public accounting firm; 3. to vote on an advisory (non-binding) proposal to approve the compensation of the named executive officers; 4. to vote on an advisory (non-binding) proposal on how frequently stockholders should vote to approve the compensation of the named executive officers; 5. to consider a shareholder proposal to require the Company to include in its annual proxy statement each director/nominee’s self-identified gender and race/ethnicity, as well as certain skills and attributes, if properly presented at the meeting; and 6. to transact such other business as may properly come before the meeting or any adjournments or postponements thereof. By Order of the Board, D. Zachary Hudson Executive Vice President, Global General Counsel and Secretary March 31, 2023 | Stockholders of record at the close of business on March 13, 2023, are entitled to notice of and to vote at the meeting. A complete list of the Stockholders entitled to vote at the meeting shall be open to the examination of any stockholder for any purpose germane to the meeting, during the meeting and during ordinary business hours for a period of at least 10 days prior to the meeting, at the Company’s executive offices, located at 5500 Haven Street, Las Vegas, Nevada 89119. |
To the Stockholders:
The annual meeting of stockholders of Las Vegas Sands Corp., a Nevada corporation (the “Company”), will be held at The St. Regis New York located at Two E. 55th Street, New York, New York 10022, on June 3, 2016, at 11:30 a.m., Eastern time, for the following purposes:
1. to elect four directors to the Board of Directors, each for a three-year term;
2. to consider and act upon the ratification of the selection of our independent registered public accounting firm;
3. to consider and act upon an advisory (non-binding) proposal on the compensation of the named executive officers; and
4. to transact such other business as may properly come before the meeting or any adjournments thereof.
Stockholders of record at the close of business on April 11, 2016 are entitled to notice of and to vote at the meeting. A list of these stockholders will be available for examination by any stockholder, for any purpose relevant to the meeting, during ordinary business hours, at the Company’s executive offices, located at 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109, for a period of ten days prior to the meeting date. The list will also be available for inspection by any stockholder at the place of the stockholder meeting during the whole time thereof.
By Order of the Board of Directors,
IRA H. RAPHAELSON
Executive Vice President, Global General Counsel
and Secretary
April 22, 2016
PLEASE FOLLOW THE INSTRUCTIONS IN THE COMPANY’S NOTICE OF INTERNET
AVAILABILITY OF PROXY MATERIALS TO VOTE YOUR PROXY.
REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS: | ||||||||
Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you. | INTERNET Visit the website on your proxy card | BY TELEPHONE Call the telephone number on your proxy card | BY MAIL Sign, date and return your proxy card if you received a paper copy | DURING THE VIRTUAL MEETING Follow the instructions on your proxy card |
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PROXY STATEMENT
PROXY SUMMARY
— 2022: A YEAR OF PROGRESS AND IMPORTANT MILESTONES
In anticipation of an improving travel environment, we were focused in 2022 on executing operational and strategic objectives to position the Company to deliver strong growth as the recovery in travel and tourism spending in Asia comes to fruition.
The key operational and strategic objectives in 2022 included the following:
• | Prepared our operations for travel and tourism spending recovery |
As travel patterns began to recover and visitation increased, our adjusted property EBITDA at Marina Bay Sands (“MBS”) in Singapore was positive in all four quarters of 2022. On a hold-normalized basis, our adjusted property EBITDA at MBS increased sequentially in each of the second, third and fourth quarters of 2022. Our ability to achieve that pace of recovery required considerable planning, preparation, adaptation and execution across our MBS operations. Of equal importance in 2022 was our executive team’s preparation for the return of travel and tourism spending in Macao during 2023.
• | Continued capital investment in our most important markets |
In 2022, we completed The Londoner Macao, significantly enhancing the positioning of our Macao property portfolio in anticipation of the recovery in travel and tourism spending in that region. We also made substantial progress on the ~$1.0 billion renovation of MBS, which will introduce new world-class suites and luxury tourism offerings and substantially enhance the overall guest experience for premium customers.
• | Completed sale of our Las Vegas operating properties |
The successful sale of our Las Vegas operations and assets for an aggregate purchase price of $6.25 billion was central to our strategy to enhance liquidity during the challenging operating environment that we experienced over the last three years. Proceeds from the sale enhanced our balance sheet strength and liquidity as we prepared our operations for the recovery of travel and tourism spending in Asia and allowed us to continue to invest meaningfully in our Macao and Singapore markets as well as pursue future growth opportunities in new markets. The sale process was successfully concluded in February 2022.
• | Secured a new ten-year gaming concession in Macao |
We were gratified to receive a new ten-year gaming concession in Macao, providing us the opportunity to continue our 20-year track record of investment in Macao and to enhance Macao’s business and leisure tourism appeal. Our successful tender for one of the six available licenses was critical to our continued success and represents a very significant milestone reached in the attainment of our long-term strategic objectives.
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PROXY STATEMENT
Our Board of Directors (the “Board”) has provided you with these proxy materials in connection with its solicitation of proxies to be voted at the annual meeting of stockholders. We will hold the annual meeting on Friday, June 3, 2016, at The St. Regis New York located at Two E. 55Th Street, New York, New York 10022, beginning at 11:30 a.m., Eastern time. Please note that throughout these proxy materials we may refer to Las Vegas Sands Corp. as “the Company,” “we,” “us,” or “our.”
We are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record and beneficial owners, unless they have directed us to provide the materials in a different manner. The Notice provides instructions on how to access and review all of the important information contained in this Proxy Statement, as well as how to submit a proxy by telephone or over the Internet. If you receive the Notice and would still like to receive a printed copy of our proxy materials, instructions for requesting these materials are included in the Notice. The Company plans to mail the Notice to stockholders by April 22, 2016. The Company will continue to mail a printed copy of this Proxy Statement and form of proxy to certain stockholders, and it expects that mailing to begin on or about April 22, 2016.
Only stockholders of record of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), as of April 11, 2016 will be entitled to vote at the meeting or any adjournment thereof.
The authorized capital stock of the Company presently consists of 1,000,000,000 shares of Common Stock. At the close of business on April 11, 2016, 794,718,776 shares of Common Stock were outstanding and entitled to vote. Each stockholder is entitled to one vote for each share held of record on that date on all matters that may come before the meeting. There is no cumulative voting in the election of directors.
You may attend the annual meeting and vote your shares in person. You may also grant your proxy to vote by telephone or through the Internet by following the instructions included on the Notice, or by returning a signed, dated and marked proxy card if you received a paper copy of the proxy card.
The presence, in person or by proxy, of the holders of at least a majority of the total number of outstanding shares of the Common Stock is necessary to constitute a quorum at the meeting. If you are the beneficial owner of shares held in “street name” by a broker, your broker, as the record holder of the shares, must vote those shares in accordance with your instructions. In accordance with the rules of the New York Stock Exchange (the “NYSE”), a brokerage firm may give a proxy to vote its customer’s stock without customer instructions if the brokerage firm (i) transmitted proxy materials to the beneficial owner of the stock, (ii) did not receive voting instructions by the date specified in the statement accompanying the proxy materials, and (iii) has no knowledge of any contest with respect to the actions to be taken at the stockholders’ meeting and such actions are adequately disclosed to stockholders. In addition, under current NYSE rules, brokerage firms may not vote their customers’ stock without instructions from the customer if the vote concerns the election of directors, a matter relating to executive compensation, including the advisory proposal on compensation, which will be voted on at the meeting, or an authorization for a merger, consolidation or any matter that could substantially affect the rights or privileges of the stock. Abstentions and broker non-votes are counted as present for the purpose of determining the presence or absence of a quorum for the transaction of business.
The affirmative vote of a plurality of the votes cast at the meeting will be required for the election of directors. Each other item to be acted upon at the meeting requires the affirmative vote of the holders of a majority of the shares of Common Stock represented at the meeting in person or by proxy and entitled to vote on the item, assuming that a quorum is present or represented at the meeting. A properly executed proxy marked “WITHHOLD AUTHORITY” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, and will have no effect. With respect to the other proposals, a properly executed proxy marked “ABSTAIN,” although counted for purposes of determining whether there is a quorum, will not be voted. Accordingly, an abstention will have the same effect as a vote cast against a proposal. Under Nevada law, a broker non-vote will have no effect on the outcome of the matters presented for a stockholder vote at this meeting.
Sheldon G. Adelson, the Chairman of the Board and Chief Executive Officer of our Company, his wife, Dr. Miriam Adelson, and trusts and other entities for the benefit of the Adelsons and their family members together beneficially owned approximately 54.3% of our outstanding Common Stock as of the record date. Mr. Adelson, Dr. Adelson, the trustees for the various trusts and individuals authorized to vote the shares of Common Stock held by such other entities have indicated that they will vote the shares of Common Stock over which they exercise voting control in accordance with the recommendations of our Board as set forth below.
Brokers are not permitted to vote on the election of directors or on the advisory proposal on executive compensation without instructions from the beneficial owner. Therefore, if your shares are held in the name of your broker, bank or other nominee, your vote is especially important this year. To ensure your shares are voted in the manner you desire, you should provide instructions to your bank, broker, or other nominee on how to vote your shares for each of the proposals to be voted on at the annual meeting in the manner provided for by your bank, broker, or other nominee. Without these instructions, shares held by beneficial owners will not be voted in the election of directors as set forth in Proposal No. 1 below or the advisory proposal on executive compensation as set forth in Proposal No. 3 below.
If you duly submit a proxy but do not specify how you want to vote, your shares will be voted as our Board recommends, which is:
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PEOPLE | COMMUNITIES | PLANET | ||
Be the | Make our communities better places to live, work and visit | Ensure the long-term environmental health of our regions as sustainable tourism destinations |
Recognition of our achievements in these areas include:
• | Named to the |
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• | Recognized by Newsweek for the |
• | Named to the Drucker Institute’s list of the 250 best-managed publicly traded companies, the only gaming and hospitality company recognized therein |
• | Our commitment to stockholders: listening and responding |
In 2022, we were able to Revoke or Change Your Votereturn to investor in-person meetings and investor conferences following predominantly virtual investor engagement during the prior two years. We engaged in extensive dialogue with a wide range of investors on the issues of corporate responsibility, Environmental, Social and Governance (“ESG”) and other matters of stockholder interest. We believe this dialogue provides important perspectives as we seek to deliver stockholder value through our corporate responsibility and ESG efforts.
You may revoke or change your proxy at any time before it is exercised
2 | LAS VEGAS SANDS 2023 Proxy Statement |
The following governance and corporate responsibility issues were identified by our investors as areas of focus in any of three ways:2022:
WHAT WE HEARD | WHAT WE DID | |
NEO compensation should not include the award of stock options or restricted stock units that are not subject to measurable performance metrics. | All short and long term variable compensation for NEOs are tied to performance metrics, which must be directly met to earn the award. | |
A wider range of targets against which to measure executive management incentive compensation should be incorporated into our executive compensation philosophy. | Executive management compensation targets now incorporate a range of metrics that include strategic, financial and ESG goals. | |
Base salaries and perquisites (including security costs and tax gross-ups on personal use of private aviation) are too high. | Base salaries for the positions of Chairman & CEO and President & COO were meaningfully reduced when the current officers assumed those roles in 2021. We will include this feedback as an important component of input as we structure future employment contracts. | |
A higher proportion of variable compensation for NEO’s should be awarded based upon long-term performance targets (at least three years). | We increased the proportion of variable compensation when new employment contracts for NEO’s were structured in 2021. We will further evaluate the appropriate mix of compensation, including multi-year performance criteria, as we structure future employment contracts. | |
The Board of Directors should continue to place importance on the diversity of directors. | In 2022, female directors were elected to the roles of Chairperson of the Compensation Committee and Chairperson of the Nominating & Governance Committee. | |
Disclosure of the gender and ethnicity of the Board should be provided. | Our 2022 proxy statement includes the aggregated gender and ethnicity composition of the Board. | |
The Company should seek opportunities to enhance transparency and comparability of the ESG data that it discloses. | Our ESG report for the 2022 year will include enhanced and expanded Task Force on Climate-Related Financial Disclosures (“TCFD”) compliant disclosure in addition to SASB and GRI metrics. |
LAS VEGAS SANDS 2023 Proxy Statement | 3 |
AGENDA AND VOTING RECOMMENDATIONS FOR THE 2023 ANNUAL MEETING
PROPOSALS TO BE VOTED ON | BOARD VOTE | PAGE REFERENCE (FOR MORE DETAIL) | ||||
PROPOSAL 1 | Elect eight directors to the Board to serve until the 2024 Annual Meeting | FOR each nominee | 73 | |||
PROPOSAL 2 | Ratify the appointment of our independent registered public accounting firm | FOR | 74 | |||
PROPOSAL 3 | An advisory (non-binding) vote to approve the compensation of our named executive officers | FOR | 75 | |||
PROPOSAL 4 | An advisory (non-binding) vote on how frequently stockholders should vote to approve the compensation of our named executive officers | ONE YEAR | 76 | |||
PROPOSAL 5 | A shareholder proposal to require the Company to include in its annual proxy statement each director/nominee’s self-identified gender and race/ethnicity, as well as certain skills and attributes, if properly presented at the meeting | AGAINST | 77 |
4 | LAS VEGAS SANDS 2023 Proxy Statement |
CORPORATE RESPONSIBILITY OVERVIEW
As the preeminent developer and operator of world-class Integrated Resorts, we recognize the responsibility we have to our Team Members, patrons, partners, communities and other stakeholders. Throughout our history, we have created positive economic impact by notifyingdelivering valuable business and leisure tourism, providing tens of thousands of jobs, tax revenues to fund social programs and significant procurement spend for small and medium sized enterprises (“SMEs”) in the regions where we operate.
KEY COMPONENTS OF OUR CORPORATE RESPONSIBILITY AND ESG PROGRAMS
Our corporate responsibility and ESG programs are comprised of the following initiatives and policies:
✓ | Board oversight of the ESG program | ✓ | Code of Business Conduct and Ethics | |||
✓ | Comprehensive annual ESG Report including GRI and SASB disclosure | ✓ | Supplier Code of Conduct | |||
✓ | Emission reduction goals approved by Science Based Targets initiative | ✓ | Anti-Corruption Policy | |||
✓ | CDP Climate Change and Water Security disclosures | ✓ | Reporting and Non-Retaliation Policy | |||
✓ | Sands Diversity Statement | ✓ | ESG metrics for NEO variable compensation | |||
✓ | Small and medium enterprise support programs in our local communities | ✓ | Policy on Corporate Political Contributions and Expenditures and Disclosures | |||
✓ | Human Rights Statement | ✓ | Global training and development program | |||
✓ | Global Human Trafficking Prevention Policy | ✓ | Responsible gaming program | |||
✓ | Preventing Discrimination and Harassment Policy | ✓ | Global community engagement and charitable giving | |||
✓ | Sustainable Sourcing Policy | ✓ | Alignment with U.N. Sustainable Development Goals |
SANDS CORPORATE RESPONSIBILITY PLATFORM
Our commitment to corporate responsibility is fundamental to our business and represents a long-term investment in our Team Members, patrons and suppliers; the communities in which we operate; the global ecological environment; and all stakeholders in our business.
People
Our Team Members, patrons, suppliers and partners are the forces behind our contributions to a thriving hospitality and tourism industry in our local regions. Recognizing that the exceptional service and amenities our Integrated Resorts provide and the responsible work we do in each of our communities are built on the people who drive and patronize our business, we strive to be the employer and partner of choice in each of our global regions. Our human capital programs are focused on driving workforce development, diversity, equity and inclusion, health, safety and well-being, human rights, responsible gaming and financial crime prevention.
Communities
We are a committed collaborator in promoting our regions as desirable places to live, work and visit. Through our Sands Cares community engagement and charitable giving program, we strive to make our regions strong by improving quality of life and supporting the community’s ability to respond to challenges. We are building regional resilience through hardship relief, local business and partner development, and disaster response and preparedness. We are also working to preserve cultural and natural heritage and advance educational opportunities for students, people with special needs and under-represented groups who face barriers to learning.
LAS VEGAS SANDS 2023 Proxy Statement | 5 |
Planet
We are dedicated to minimizing our environmental impact and, as such, constantly evolving our Sands ECO360 global sustainability program to adapt to emerging trends, support new technologies and foster environmental stewardship in the areas of building design and development, resort management and operations, and meetings, events and entertainment. Our program is aligned with the United Nations Sustainable Development Goals (“SDGs”) and other key environmental standards in the areas of low-carbon transition, water stewardship, waste, sourcing, plastics and packaging.
CORPORATE RESPONSIBILITY INITIATIVES
Our global sustainability targets for 2021-2025 are aligned with SDGs. Our emissions reduction targets are approved by the Science Based Targets Initiative and are aligned with The Paris Agreement to limit global warming to well-below 2 degrees Celsius.
Our 2025 targets and 2022 performance for each of the Corporate SecretaryResponsibility pillars, and our progress towards those targets, include:
• | People: $113 million invested in workforce development since 2021, with $56 million invested in 2022 |
2025 Target: $200 million investment in workforce development by 2025 to enable career progression for our Team Members and advancement of the revocation or changetalent pool in writing;the hospitality industry in the markets where we operate
• | Communities: 192,330 Team Member volunteer hours since 2021, including 137,782 hours in 2022 supporting community partners and COVID-19 relief efforts in Macao; extraordinary COVID-19 related volunteer hours continued in Macao in 2022 resulting in our goal being met ahead of schedule; and we are looking to set a new 2025 target for Team Member volunteering |
2025 Target: 150,000 volunteer hours by delivering to the Corporate Secretary a later dated proxy; or
2025 contributed by votingour Team Members in person at the annual meeting.
You will not revoke a proxy merely by attending the annual meeting. To revoke or change a proxy, you must take onesupport of the actions described above.communities in the markets where we operate
If you hold your shares
• | Planet: 50% reduction in Scope 1 and 2 emissions in 2022 as compared to 2018, though emissions remain at historic lows due to lower business volumes in Asia throughout 2022 |
2025 Target: 17.5% reduction in emissions by 2025 from a 2018 baseline aligned with a science-based target methodology
Beyond these targets, we continued to advance our sustainability and corporate social responsibility initiatives in 2022 including the following:
• | Continued cash and in-kind charitable giving throughout our regions |
6 | LAS VEGAS SANDS 2023 Proxy Statement |
CORPORATE RESPONSIBILITY OVERVIEW
• | Sourced 15% renewable energy through certificates globally and implemented 10 eco-efficiency projects throughout our Integrated Resorts, which saved more than 3.3 million kWh |
• | Continued advancing food waste reduction initiatives resulting in a 20% diversion rate for food waste (an increase from 16% in 2021) |
• | Procured 25% of total spend in Macao from SMEs and continued providing advancement through our annual Sands Shopping Carnival and training academies |
• | Invested in education, providing support for educational infrastructure in the U.S. and China and the launching of a new scholarship fund in Singapore intended to benefit higher education students |
• | Launched the first annual Sands Cares Global Food Kit Build to further address hardship relief and food insecurity in our communities and hosted, for the first time since 2019, the annual Sands for Singapore charity festival, raising $3 million for local nonprofits |
• | Expanded the Sands Cares Accelerator program to Macao, through partnership and support of Green Future |
• | Continued to deliver extensive pandemic relief in Macao by providing our hotels and other Integrated Resort assets to serve as quarantine sites, and supporting testing and vaccination activities with Team Member volunteers |
Our ESG Report, which is available at https://investor.sands.com/esg/default.aspx, also contains additional information on our corporate responsibility program including data indices that reflect the reporting standards of the Global Reporting Initiative (“GRI”), the Sustainability Accounting Standards Board (“SASB”) and the TCFD. The information in our ESG Report and any other websites referenced in this proxy statement is not intended to be incorporated by reference into this proxy statement, and any references to websites are intended to be inactive textual references only.
LAS VEGAS SANDS 2023 Proxy Statement | 7 |
CORPORATE GOVERNANCE OVERVIEW
CORPORATE GOVERNANCE PROFILE
Our commitment to corporate governance is integral to our business and reflects not only regulatory requirements, NYSE listing standards and broadly recognized governance practices, but also effective leadership and oversight by our executive officers and Board. We have structured our corporate governance in a brokerage or other account, you may submit new voting instructions by contacting your broker, bank or nominee.manner that we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance framework include the following:
Any revocation
WHAT WE DO | WHAT WE DON’T DO | |||||||
✓ | Diversity of Directors. Female representation on our Board is 25% and 13% of our directors are racially or ethnically diverse. 50% of our independent directors are female and 25% of our independent directors are racially or ethnically diverse. | No Classified Board. All our directors are elected annually for one-year terms. | ||||||
✓ | Annual Board and Committee Self-Evaluations. The Board and each committee annually conduct a comprehensive self-evaluation process, which is administered by an independent third party. | No Hedging of Our Securities. Our anti-hedging policy prohibits our directors and officers from engaging in any hedging or monetization transactions involving our securities. | ||||||
✓ | Systemic Risk Oversight by Board and Committees. Our Board has overall responsibility for risk oversight, while each of our Audit, Compensation, Compliance and Nominating and Governance Committees monitor and address risks within the scope of their particular expertise or charter. | No Option Trading or Short Selling of Our Securities. None of our directors and officers are permitted to trade inputs, calls or other derivatives in respect of Company securities or sell Company securities “short.” | ||||||
✓ | Entirely Independent Committees. All of the members of our Audit, Compensation, Compliance and Nominating and Governance Committees are independent. | No Poison Pill or Stockholder Rights Plan. We do not have a “poison pill” or stockholder rights plan. | ||||||
✓ | Audit Committee Financial Literacy. All of the members of our Audit Committee qualify as “financially literate” as required by the NYSE and the chair of our Committee meets the SEC’s definition of an “Audit Committee Financial Expert.” | No Pledging of Our Securities. None of our officers or directors are permitted to hold Company securities in a margin account or pledge our securities as collateral for a loan. | ||||||
✓ | Stock Ownership Guidelines for Directors. Our Equity Plan provides that directors may not sell their annual awards while a member of the Board. | |||||||
✓ | Detailed Disclosure of Political Contributions. In response to stockholder feedback, we adopted a Policy on Corporate Political Contributions and Expenditures and publish periodic reports disclosing this activity. |
8 | LAS VEGAS SANDS 2023 Proxy Statement |
STOCKHOLDER ENGAGEMENT
During fiscal 2022, we sought engagement with representatives of the majority of our largest institutional stockholders. They include the largest active-management and passive investors in our common stock. Principal areas of discussion included: • executive compensation • corporate responsibility, • board composition • Company strategy • operating performance, | The following diagram provides an overview of the Company’s stockholder engagement practice: |
The Company has developed and implemented a program to actively and transparently engage with our stockholders. The structure of our program reflects our belief that strong corporate governance includes the commitment to establish dialogue with stockholders and to provide the opportunity for questions and concerns to be explored and discussed. We have a proxy, orlong-established investor outreach program designed to facilitate direct stockholder engagement and the solicitation of stockholder views and input. This includes engagement with portfolio managers and analysts with investment allocation responsibility, as well as representatives that have specific responsibility for corporate governance and ESG matters at these institutions.
We continuously conduct an extensive global program of direct investor outreach through a new proxy bearingcombination of investor conferences, investor road-shows and one-on-one investor meetings, video conferences and teleconferences. In 2022, we were able to return to investor in-person meetings and investor conferences following predominantly virtual investor engagement during the prior two years. Our outreach program reflects our geographically diverse stockholder base and is designed to ensure we understand and consider all issues of importance to our stockholders.
An important element of our stockholder engagement process is to understand any areas of particular concern. We fully and completely acknowledge the lower than desired stockholder approval for our advisory votes on compensation for our named executive officers that has persisted despite a later date, should be sent to the following address: Corporate Secretary, Las Vegas Sands Corp., 3355 Las Vegas Sands Boulevard South, Las Vegas, Nevada 89109. To revoke a proxy previously submitted by telephone, Internet or mail, simply submit a new proxy at a later date before the takingre-design of the compensation packages for our executive officers in March 2021, which meaningfully increased at-risk compensation and provided multiple metrics for performance-based compensation (including a first-time ESG component) for both equity and non-equity incentive compensation. Subsequent to those compensation program changes, we have continued to engage actively on this item in order to explain the rationale for the alterations and solicit feedback from stockholders. That feedback informs ongoing internal discussions surrounding our named executive officer compensation program. Following the results of the voting for the 2022 Annual Meeting, we directly contacted the Asset Stewardship departments (or closest equivalent contacts) at our 50 largest institutional investors to offer the opportunity to discuss any material issues of concern, including the low ‘say-on-pay’ vote atrecorded in 2022. Those 50 largest institutional investors represented approximately 75% of the annual meeting,shares outstanding (excluding the controlling shareholder) and included all institutional investors with more than one million shares outstanding. We also undertook calls with all other shareholders that requested the opportunity to discuss the “say-on-pay” vote. The largest area of concern raised by stockholders in which case,relation to named executive officer compensation was the later submitted proxy will be recorded andone-time stock grants made as part of the earlier proxy will be revoked.
Other Matters to be Acted upon at the Meeting
Our Board presently is not aware of any matters other than those specifically statednamed executive officer employment contracts in the Noticebeginning of Annual Meeting2021 that are to be presented for action at the annual meeting. If any matter other than those described in this Proxy Statement is presented at the annual meeting on which a vote may properly be taken, the shares represented by proxies will be voted in accordance with the judgmentdid not contain measurable performance criteria attached. We have made no further grants of the person or persons voting those shares.
Adjournmentsthat nature and Postponements
Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed.
Electronic Delivery of Proxy Materials and Annual Report
The Notice of Annual Meeting and Proxy Statement and the Company’s 2015 Annual Report are available athttp://investor.sands.com/proxy.cfm. These materials are also available on the Investor Relations page of our website,http://investor.sands.com. In the future, for stockholders who have not already optedno plans to do so instead of receiving copies of the Notice of Annual Meeting and Proxy Statement and annual report in the mail, stockholders may electfuture.
LAS VEGAS SANDS 2023 Proxy Statement | 9 |
During 2022, we received feedback that long-term metrics should apply to view proxy materials forlong-term compensation and that long-term should reflect a period of at least three years to earn the annual meetingaward. We also received feedback on the Internet or receive proxy materials for the annual meeting by e-mail. The Notice will provide you with instructions regarding how to view our proxy materials for the annual meeting on the Internet and how to instruct us to send future proxy materials to you electronically by e-mail. Receiving your proxy materials online saves the Company the cost of producing and mailing documents to your home or business and gives you an automatic link to the proxy voting site.
Stockholders of Record. If your shares are registered in your own name, to enroll in the electronic delivery service go directly to the websitesize of our transfer agent, American Stock Transfer & Trust Company, https://www.amstock.comatnamed executive officers’ base salaries, as well as security and personal transportation costs borne by the Company.
Outside the arena of compensation, other areas of dialogue around governance in 2022 included:
• | graphical disclosure of the gender and ethnicity of the Board, which is included in the aggregate in the Proxy Statement this year for the first time |
• | enhancement of the transparency and comparability of the ESG data that we disclose, which resulted in us adding TCFD data to our ESG Report for the 2022 calendar year (released in March 2023) |
This dialogue on corporate responsibility, ESG and any time and follow the instructions.
Beneficial Stockholders. If your shares are not registered in your name, check the information provided to you by your bank or broker to enroll in the electronic delivery service, or contact your bank or broker for information on electronic delivery service.
Deliveryother matters of One Notice or Proxy Statement and Annual Report to a Single Household to Reduce Duplicate Mailings
In connection with the Company’s annual meeting of stockholders, the Companystockholder interest is required to send to each stockholder of record a Notice or a Proxy Statement and annual report, and to arrange for a Notice or a Proxy Statement and annual report to be sent to each beneficial stockholder whose shares are held by or in the name of a broker, bank, trust or other nominee. Because many stockholders hold shares of Common Stock in multiple accounts, this process would result in duplicate mailings of Notices or Proxy Statements and annual reports to stockholders who share the same address. To avoid this duplication, unless the Company receives instructions to the contrary from one or more of the stockholders sharing a mailing address, only one Notice or Proxy Statement and annual report will be sent to each address. Stockholders may, on their own initiative, avoid receiving duplicate mailings and save the Company the cost of producing and mailing duplicate documents as follows:
Stockholders of Record. If your shares are registered in your own name and you are interested in consenting to the delivery of a single Notice or Proxy Statement and annual report, to enroll in the electronic delivery service go directlyfundamental to our transfer agent’s website at https://www.amstock.comanytimerelationship with our stockholders and follow the instructions.directly impacts our planning and our ESG program design. We believe this valuable dialogue provides important perspective as we seek to deliver stockholder value through our corporate responsibility and ESG efforts.
Beneficial Stockholders. If your shares are not registered in your own name, your broker, bank, trust or other nominee that holds your shares may have asked you to consent to the delivery of a single Notice or Proxy Statement and annual report if there are other Las Vegas Sands Corp. stockholders who share an address with you. If you currently receive more than one Notice or Proxy Statement and annual report at your household, and would like to receive only one copy of each in the future, you should contact your nominee.
10 | LAS VEGAS SANDS 2023 Proxy Statement |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Right to Request Separate Copies. If you consent to the delivery of a single Notice or Proxy Statement and annual report but later decide that you would prefer to receive a separate copy of the Notice or Proxy Statement and annual report, as applicable, for each stockholder sharing your address, then please notify us or your nominee, as applicable, and we or they will promptly deliver such additional Notices or Proxy Statements and annual reports. If you wish to receive a separate copy of the Notice or Proxy Statement and annual report for each stockholder sharing your address in the future, you may contact our transfer agent, American Stock Transfer & Trust Company, directly by telephone at 1-800-937-5449 or by visiting its website athttps://www.amstock.comand following the instructions.
Important Notice about Security
All meeting attendees may be asked to present a valid, government-issued photo identification (federal, state or local), such as a driver’s license or passport, and proof of beneficial ownership if you hold your shares through a broker, bank or other nominee before entering the meeting. Attendees may be subject to security inspections. Video and audio recording devices and other electronic devices will not be permitted at the meeting.
The Company is a controlled company, with the Adelson family members beneficially owning 433,144,273 shares representing approximately 56.6% of the Company’s outstanding Common Stock as of March 13, 2023 |
The following table sets forth information as of April 12, 2016March 13, 2023 as to the beneficial ownership of our Common Stock,common stock, $0.001 par value per share (the “Common Stock”), in each case, by:
each person known to us to be the beneficial owner, in an individual capacity or as a member of a “group,” of more than 5% of our Common Stock;
each executive officer;
each of our directors; and
all of our executive officers and directors, taken together.
Beneficial Ownership(1) | ||||||||
Name of Beneficial Owner(2) | Shares | Percent (%) | ||||||
Sheldon G. Adelson(3)(4) | 78,658,227 | 9.9 | % | |||||
Dr. Miriam Adelson(3)(5) | 328,498,913 | 41.3 | ||||||
Timothy D. Stein(3)(6) | 5,829,231 | * | ||||||
General Trust under the Sheldon G. Adelson 2007 Remainder Trust(3)(7) | 87,718,919 | 11.0 | ||||||
General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust(3)(8) | 87,718,918 | 11.0 | ||||||
Robert G. Goldstein(9) | 616,311 | * | ||||||
Ira H. Raphaelson(10) | 24,417 | * | ||||||
Patrick Dumont(11) | 30,000 | * | ||||||
George M. Markantonis(12) | 4,485 | * | ||||||
George Tanasijevich(13) | 197,654 | * | ||||||
Jason N. Ader(14) | 72,006 | * | ||||||
Irwin Chafetz(3)(15) | 249,470,932 | 31.4 | ||||||
Micheline Chau(16) | 3,061 | * | ||||||
Charles D. Forman(17) | 214,801 | * | ||||||
Steven L. Gerard(18) | 3,685 | * | ||||||
George Jamieson(19) | 4,296 | * | ||||||
Charles A. Koppelman(20) | 8,094 | * | ||||||
David F. Levi(21) | 3,438 | * | ||||||
All current executive officers and current directors of our Company, taken together (14 persons)(22) | 79,921,897 | 10.1 | % |
• | each person known to us to be the beneficial owner, in an individual capacity or as a member of a “group,” of more than 5% of our Common Stock; |
• | each named executive officer; | |
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• | each of our directors; and |
• | all of our executive officers and directors, taken together. |
BENEFICIAL OWNERSHIP(1) | ||||||||
NAME OF BENEFICIAL OWNER(2) | SHARES | PERCENT (%) | ||||||
Dr. Miriam Adelson(3)(4) | 392,961,651 | 51.4 | % | |||||
General Trust under the Sheldon G. Adelson 2007 Remainder Trust(3)(5) | 87,718,919 | 11.5 | % | |||||
General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust(3)(6) | 87,718,918 | 11.5 | % | |||||
Robert G. Goldstein(7) | 4,652,057 | * | ||||||
Patrick Dumont(8) | 1,247,998 | * | ||||||
Randy Hyzak(9) | 319,313 | * | ||||||
David Z. Hudson(10) | 331,686 | * | ||||||
Irwin Chafetz(3)(11) | 332,603,872 | 43.5 | % | |||||
Micheline Chau(12) | 25,716 | * | ||||||
Charles D. Forman(13) | 220,984 | * | ||||||
Nora M. Jordan(14) | 11,386 | * | ||||||
Lewis Kramer(15) | 26,193 | * | ||||||
David F. Levi(16) | 27,598 | * | ||||||
All current executive officers and directors of our Company, taken together (10 persons)(17) | 6,952,036 | * |
* | Less than 1%. |
(1) | A person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of such securities as to which such person has no economic interest. Except as otherwise indicated in these footnotes, each of the beneficial owners has, to our knowledge, the sole voting and investment power with respect to the indicated shares of Common Stock. Percentages are based on |
(2) |
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(3) |
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LAS VEGAS SANDS 2023 Proxy Statement | 11 |
(4) | This amount includes (a) |
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This amount includes 87,718,919 shares of our Common Stock held by the General Trust under the Sheldon G. Adelson 2007 Remainder Trust. |
This amount includes 87,718,918 shares of our Common Stock held by the General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust. |
This amount includes (a) |
This amount includes |
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This amount includes (a) |
This amount includes (a) |
(11) | This amount includes (a) 83,299 shares of our Common Stock held by Mr. Chafetz, (b) |
This amount includes (a) |
This amount includes (a) |
(14) | This amount includes (a) 3,138 shares of |
This amount includes (a) |
This amount |
This amount includes (a) |
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12 | LAS VEGAS SANDS 2023 Proxy Statement |
ABOUT THE BOARD
Our Board currently has ten directors, divided into three classes, designated as Class I, Class II and Class III. Members of each class serve for a three-year term. Stockholders elect one class of directors at each annual meeting.eight directors. The term of office of the current Class III directors will expire at the 2016 annual meeting. The term of office2023 Annual Meeting.
Stockholders are being asked to consider each of the current Class I directors will be subjectfollowing eight nominees to renewal in 2017,serve as director until the 2024 Annual Meeting and the term of office of the current Class II directors will be subject to renewal in 2018. Each director holds office until his or hertheir respective successor has been duly elected and qualified or theuntil such director’s earlier resignation, disqualification, death or removal.
We have nominated four individuals to serve as Class III directors: Sheldon G. Adelson, Irwin Chafetz,removal: Robert G. Goldstein, Patrick Dumont, Irwin Chafetz, Micheline Chau, Charles D. Forman, Nora M. Jordan, Lewis Kramer and Charles A. Koppelman. David F. Levi.
Each of the nominees is a current director of the Company who has indicated that hethey will serve if elected. We do not anticipate that any of the nominees will be unable or unwilling to stand for election,serve, if elected, but if that happens, your proxy will be votedit is the intention of the persons named in the proxies to select and cast their votes for anotherthe election of such other person nominated byor persons as the Board.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”); |
– | marketing and branding; and |
– | entertainment. |
• | Participation on other global public company boards; |
• | Financial transactions and corporate finance experience; |
• | Accounting, auditing and internal control experience in working with global Fortune 500 public companies; and |
• | Extensive legal, judicial and regulatory experience. |
In addition to the specific professional experience of our directors, we choseselect our directors because they are highly accomplished in their respective fields, insightful and inquisitive. In addition, weWe believe each of our directors possesses sound business judgment and is highly ethical. While we do not have a formal diversity policy, weWe consider a wide range of factors in determining the composition of our Board, including professional experience, skills, education, trainingexpertise, race, ethnicity, gender, age and cultural background.
The nominees for election for a three-year term ending in 2019 and their backgrounds are as follows:
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BOARD COMPOSITION
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SKILLS & EXPERTISE | The table below summarizes the key qualifications, skills and attributes of the Board. Our director nominees’ biographies describe each director’s background and relevant experience in more detail. |
QUALIFICATIONS, EXPERTISE & ATTRIBUTES | GOLDSTEIN | DUMONT | CHAFETZ | FORMAN | CHAU | JORDAN | KRAMER | LEVI | ||||||||
ACCOUNTING/AUDIT/FINANCE | ✓ | ✓ | ✓ | |||||||||||||
SENIOR LEADERSHIP | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||
COMPLIANCE/GOVERNANCE/LEGAL | ✓ | ✓ | ✓ | |||||||||||||
HOSPITALITY/GAMING/MICE | ✓ | ✓ | ✓ | ✓ | ||||||||||||
PUBLIC COMPANY BOARD EXPERIENCE | ✓ | ✓ | ✓ | ✓ |
THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED BELOW. |
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BOARD OF DIRECTORS NOMINEES
BIOGRAPHIES | Below are the backgrounds of the director nominees: |
ROBERT G. GOLDSTEIN CHAIR AGE: 67 DIRECTOR SINCE: 2015 COMMITTEES: • None | Mr. Goldstein’s extensive experience in the hospitality and gaming industries, including as a senior executive officer of our Company (or its predecessors) since 1995, as well as his current position as our Chairman and Chief Executive Officer, led the Board to conclude he would be a valuable member of our Board. Experience Mr. Goldstein was appointed the Company’s Chairman and Chief Executive Officer on January 26, 2021. Prior to that, he had been the Company’s President and Chief Operating Officer and a member of the Board since January 2015. He previously served as the Company’s President of Global Gaming Operations from January 2011 until December 2014, the Company’s Executive Vice President from July 2009 until December 2014, and the Company’s Secretary from August 2016 to November 2016. He has held other senior executive positions at the Company and its subsidiaries since 1995. Additionally, Mr. Goldstein has also served as Chairman and Chief Executive Officer of our Company’s subsidiary, Sands China Ltd. (“SCL”), since January 2021, having previously served as a member of its board since May 2014 and as its interim president from January 2015 through October 2015. From 1992 until joining the Company in December 1995, Mr. Goldstein was the executive vice president of marketing at the Sands Hotel in Atlantic City, as well as an executive vice president of the parent Pratt Hotel Corporation. He served on the board of Remark Media, Inc., a global digital media company, from May 2013 to March 2017. |
PATRICK DUMONT AGE: 48 DIRECTOR SINCE: 2017 COMMITTEES: • None | Mr. Dumont’s experience in corporate finance and his positions and tenure with the Company led the Board to conclude he would be a valuable member of our Board. Experience Mr. Dumont has been President and Chief Operating Officer since January 26, 2021 and prior to that had been the Company’s Executive Vice President and Chief Financial Officer since March 2016. He previously served as the Company’s Principal Financial Officer in 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. |
IRWIN CHAFETZ AGE: 86 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 |
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CHAU AGE: 70 DIRECTOR SINCE: 2014 COMMITTEES: • Audit • Compensation (Chair) • Compliance INDEPENDENT | ||||
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The other members of the Board who will continue to serve following our 2016 annual meeting are as follows:Board.
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Ms. Chau has been a |
CHARLES D. FORMAN AGE: 76 DIRECTOR SINCE: 2004 COMMITTEES: • None | Mr. Forman’s extensive experience in the | |||||
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Experience Mr. Forman has been a |
JORDAN AGE: 64 DIRECTOR SINCE: 2021 COMMITTEES: • Audit • Compliance • Nominating and INDEPENDENT | Ms. Jordan’s extensive legal and financial experience gained while advising clients on compliance and regulatory matters and complex investment products and offerings, as well as her management experience at a | |||
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Ms. Jordan has been a |
16 | LAS VEGAS SANDS 2023 Proxy Statement |
BOARD OF DIRECTORS NOMINEES
LEWIS KRAMER AGE: 75 DIRECTOR SINCE: 2017 COMMITTEES: • Audit (Chair) • Compensation • Nominating and Governance 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 | |||||
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Experience Mr. |
DAVID F. LEVI AGE: 71 DIRECTOR SINCE: 2015 COMMITTEES: • Compensation • Compliance (Chair) • Nominating and INDEPENDENT | Mr. Levi’s extensive legal, judicial, academic and administrative experience, including as a Federal judge and the dean of a major law school, led the Board to conclude he would be a valuable member of our Board. Experience Mr. Levi has been a Director of the Company since January 2015. In January 2023, Mr. Levi became Dean Emeritus at Duke University School of Law, where he had previously held the positions of Levi Family Professor of Law and Judicial Studies and director of the Bolch Judicial Institute of Duke University School of Law beginning in 2018, and prior to that |
LAS VEGAS SANDS 2023 Proxy Statement | 17 |
Family Relationships
Mr. Adelson is the father-in-law of Patrick Dumont, the Company’s Executive Vice President and Chief Financial Officer. There is no other family relationship between any of the directors or executive officers of the Company.
INFORMATION REGARDING
THE BOARD AND ITS COMMITTEES
— BOARD OF DIRECTORS AND BOARD AND OTHER COMMITTEES
BoardStandards
NYSE Listing Standards. As required by theThe NYSE’s corporate governance rules the Company’s Board currently hasgenerally require a majority of independent directors. In addition,directors serve on a company’s Board of Directors and require all of the members of the Company’sa company’s Audit Committee, Compensation Committee and Nominating and Governance Committee and Compliance Committee areto be independent directors.
Although the Companydirectors subject to certain exceptions, including if a company qualifies as a “controlled company” under the NYSE governance rules.
We qualify as a “controlled company” under NYSE governance rules because Mr.Dr. Miriam Adelson his wife and trusts and other entities for the benefit of the Adelsons and theirAdelson family members control more than 50 percent of the voting power of the Company’s Common Stock,Stock. With the departure of George Jamison from our Board in May 2022, the passing of Charles Koppelman in November 2022, and the departure of Yibing Mao from the Company’s Board in February 2023, we currently rely on the controlled company exemption from the general NYSE requirement to have a majority of independent directors serve on the Board. However, the Board has determined that it willa Nominating and Governance Committee and a Compensation Committee composed entirely of independent directors, although this is not take advantagerequired because, as a controlled company, we are exempt from the applicable NYSE requirement.
We are committed to having a majority independent Board and accordingly remain actively engaged in efforts to expand the number of independent directors on the exemptions provided under the NYSE governance rules for “controlled companies.”Board.
Independent Directors.Directors
The Board has determined that sixfour of the tenits eight current members, of the Board, namely Mr. Ader, Ms. Chau, Ms. Jordan, Mr. Gerard, Mr. Jamieson, Mr. KoppelmanKramer and Mr. Levi, satisfy the criteria for independence under applicable rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”“Exchange Act”), and the NYSE corporate governance rules. In making its determinations, the Board reviewed all the relevant facts and circumstances, the standards set forth in our Corporate Governance Guidelines, the NYSE rules and other applicable laws and regulations.
Two of our outside directors, Messrs.Mr. Chafetz and Mr. Forman, have business and personal relationships with our controlling stockholder, Mr. Adelson.the Adelson family. Mr. Chafetz was a stockholder, vice president and director of the entity that owned and operated the COMDEX trade show and The Sands Expo and Convention Center, which were created and developed by Mr. Adelson. Mr. Forman was vice president and general counsel of this entity. Mr. Chafetz also is a trustee of several trusts for the benefit of Mr. Adelson’sAdelson family members that beneficially own shares of our Common Stock. For additional information, see “Proxy and Voting Information — How You Can Vote” and “Principal Stockholders”“Security Ownership of Certain Beneficial Owners and Management” above. These relationships with Mr.the Adelson family also include making joint investments and other significant financial dealings. As a result, Messrs.the Adelson family and Mr. Chafetz and Mr. Forman may have their financial interests aligned and, therefore, the Board does not consider Messrs.Mr. Chafetz and Mr. Forman to be independent directors.
Because Mr. Goldstein and Mr. Dumont are officers of the Company, they do not satisfy the criteria for independence under applicable rules promulgated under the Exchange Act and the NYSE corporate governance rules.
Board Meetings.Meetings
The Board held nine meetings and acted by written consent six times during 2015.2022. The work of the Company’sour directors is performed not only at meetings of the Board and its committees, but also by consideration of the Company’sour business through the review of documents and in numerous communications among Board members and others. In 2015,2022, all directors attended at least 75% of the aggregate of all meetings of the Board and committees on which they served during the periods in which they served, except for Michael A. Levenwith the exception of Mr. Koppelman, who retired fromdue to illness attended 67% of the meetings of the Board and committees on which he served during the periods in April 2016.which he served.
Annual Meeting.Our directors are encouraged to attend each annual meeting of stockholders and allten of our directors who were on the Board at the time of our 2022 Annual Meeting attended our 2015 annual meeting of stockholders2022 Annual Meeting held on June 4, 2015.May 12, 2022.
18 | LAS VEGAS SANDS 2023 Proxy Statement |
INFORMATION REGARDING THE BOARD AND ITS COMMITTEES
— BOARD COMMITTEES
The table below illustrates the chairs and membership of the Board Committeesand of each standing Board committee as of December 31, 2022 (for current committee membership, see “— Standing Committees”), the independence status of each Board member and the number of Board and Board committee meetings held during fiscal 2022.
DIRECTOR | BOARD | AUDIT COMMITTEE | COMPENSATION COMMITTEE | NOMINATING AND GOVERNANCE COMMITTEE | COMPLIANCE COMMITTEE | ||||||||||||||||||||
Robert G. Goldstein | Chair |
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Patrick Dumont | ✓ |
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Irwin Chafetz | ✓ |
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Charles D. Forman | ✓ |
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Micheline Chau* | ✓ | ✓ | Chair |
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Nora M. Jordan* | ✓ | ✓ |
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Lewis Kramer* | ✓ | Chair |
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David F. Levi* | ✓ |
| ✓ | ✓ | Chair | ||||||||||||||||||||
Yibing Mao*+ | ✓ |
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2022 MEETINGS | 9 | 6 | 7 | 5 | 4 |
* | Independent Director |
✓ | Member |
+ | Ms. Mao resigned from the Board effective February 22, 2023. |
Standing and Other Committees.Committees
Our Board has four standing committees: an audit committee (the “Audit Committee”“Audit Committee”), a compensation committee (the “Compensation Committee”“Compensation Committee”), a nominating and governance committee (the “Nominating“Nominating and Governance Committee”Committee”) and a compliance committee (the “Compliance Committee”“Compliance Committee”). In addition, the Board established a COO Search Committee in December 2012, which was dissolved in January 2015.
Audit Committee. The Audit Committee operates under a written charter. The primary purposeEach of the Audit Committee is to assist the Board in monitoring the integrity of our financial statements, our independent registered public accounting firm’s qualifications and independence, the performance of our audit function, and the compliance of our independent registered public accounting firm and our Company with legal and regulatory requirements. Among other things, our Audit Committee selects our independent registered public accounting firm and reviews with such firm the plan, scope and results of our annual audit, and the fees for the services per-
formed. The Audit Committee also reviews the adequacy of our internal control systems with management and the independent registered public accounting firm and receives internal audit reports, and subsequently reports its findings to the full Board. In addition, the Audit Committee is charged with reviewing related party transactions as further described below under “Corporate Governance — Related Party Transactions” and with overseeing the Company’s enterprise risk management as further described below under “Corporate Governance — The Board’s Role in Risk Oversight” and its cyber security program. The Audit Committee also oversees the Company’s responses to designated stockholder derivative actions.
The current members of our Audit Committee are George Jamieson (Chair), Jason N. Ader and Steven L. Gerard. The Board has determined that Messrs. Jamieson, Ader and Gerard are each independent under applicable NYSE and federal securities rules and regulations on independence of Audit Committee members. The Board has determined that each of the members of the Audit Committee is “financially literate” and that Mr. Jamieson qualifies as an “audit committee financial expert,” as defined in the NYSE’s listing standards and federal securities rules and regulations. The Audit Committee held 12 meetings and did not act by written consent during 2015. The Audit Committee’s activities also are undertaken by numerous discussions and other communications among its members and others.
Compensation Committee. The Compensation Committeestanding committees operates under a written charter pursuant to which it has direct responsibility for the compensation of our executive officers. The Compensation Committee has the authority to set salaries, bonuses and other elements of employment and to approve employment agreements for our executive officers and certain other highly compensated employees. The Compensation Committee also may delegate its authority to the extent permittedapproved by the Board, the Compensation Committee charter, our by-laws, state law and NYSE regulations. In addition, the Compensation Committee has the authority to approve employee benefit plans as well as to administer our 2004 Equity Award Plan. The Compensation Committee also is involved in the Company’s enterprise risk management process as further described below under “Corporate Governance — The Board’s Role in Risk Oversight” and “Corporate Governance — 2015 Executive Compensation Risk Assessment.”Board.
The current members of the Compensation Committee are Steven L. Gerard, Micheline Chau and Charles A. Koppelman. The Compensation Committee held six meetings and acted by written consent three times during 2015.
AUDIT COMMITTEE | ||
MEMBERS: Lewis Kramer (Chair) Micheline Chau Nora M. Jordan MEETINGS HELD IN 2022: 6 ALL MEMBERS ARE INDEPENDENT | The primary purpose of the Audit Committee is to assist with the Board’s oversight of: • the integrity of our financial statements • our internal audit function, including audit plans, audit results and the performance of our internal audit team • the review of related party transactions as further described below under “Corporate Governance — Related Party Transactions” • our enterprise risk management as further described below under “Corporate Governance — The Board’s Role in Risk Oversight” • our information security program (including cybersecurity) Our Audit Committee selects our independent registered public accounting firm and has direct oversight responsibility over the firm, including: • reviewing the firm’s plan, scope and results of our annual audit, and the fees for the services performed • the qualifications, independence and performance of the firm • the firm’s annual audit of our financial statements and any engagement to provide other services The Board has determined Ms. Chau, Ms. Jordan and Mr. Kramer are each independent under applicable NYSE and federal securities rules and regulations on independence of audit committee members. The Board has determined each of the members of the Audit Committee is “financially literate” and that Mr. Kramer and Ms. Chau each qualify as an “audit committee financial expert,” as defined in the NYSE listing standards and federal securities rules and regulations. The Audit Committee’s activities also involve numerous discussions and other communications among its members and others. |
LAS VEGAS SANDS 2023 Proxy Statement | 19 |
COMPENSATION COMMITTEE | ||
MEMBERS: Micheline Chau (Chair) Lewis Kramer* David F. Levi MEETINGS HELD IN ALL MEMBERS ARE INDEPENDENT | The Compensation Committee has direct responsibility for the compensation of our executive officers and the authority to: • approve salaries, bonuses and other elements of compensation and to approve employment agreements for our executive officers and certain other highly compensated Team Members • review, evaluate and make recommendations to the Board regarding our non-employee director compensation program • administer our equity award plan, as amended and restated (the “Amended and Restated 2004 Equity Award Plan”), under which we grant restricted stock units, stock options and other equity awards • administer our Executive Cash Incentive Plan, under which we provide short-term incentive compensation awards The Compensation Committee is also involved in our enterprise risk management process as further described below under “Corporate Governance — The Board’s Role in Risk Oversight” and “Corporate Governance — 2022 Executive Compensation Risk Assessment” and may delegate its authority to the extent permitted by the Board, the Compensation Committee charter, our by-laws, state law and NYSE regulations. Additional information about the Compensation Committee, its responsibilities and its activities is provided below under “Compensation Discussion and Analysis.” |
* | Yibing Mao served on the Compensation Committee until her resignation from the Board on February 22, 2023. Mr. Kramer was appointed to the Compensation Committee following Ms. Mao’s resignation. |
NOMINATING AND GOVERNANCE COMMITTEE | ||
MEMBERS: Nora M. Jordan (Chair) Lewis Kramer David F. Levi MEETINGS HELD IN 2022: 5 ALL MEMBERS ARE INDEPENDENT | The purpose of the Nominating and Governance Committee is to: • review and make recommendations regarding the composition of the Board and its committees • implement policies and procedures for the selection of Board members • identify individuals qualified to become Board members and select, or recommend the Board select, director nominees • assess, develop and make recommendations to the Board with respect to Board effectiveness and related corporate governance matters, including corporate governance guidelines and procedures intended to organize the Board appropriately • oversee the evaluation of the Board and management • oversee the management of our ESG program |
COMPLIANCE COMMITTEE | ||
MEMBERS: David F. Levi (Chair) Micheline Chau Nora Jordan* MEETINGS HELD IN 2022: 4 ALL MEMBERS ARE INDEPENDENT | The primary purpose of the Compliance Committee is to assist with the Board’s oversight of: • the compliance program with respect to compliance with the laws and regulations applicable to our business, including gaming laws and regulations • the compliance with our Code of Business Conduct and Ethics, Anti-Corruption Policy, Anti-Money Laundering Policy, Policy on Corporate Political Contributions and Expenditures and Reporting and Non-Retaliation Policy applicable to our directors, officers, Team Members, contractors and agents |
* | Yibing Mao served on the Compliance Committee until her resignation from the Board on February 22, 2023. Ms. Jordan was appointed to the Compliance Committee following Ms. Mao’s resignation. |
20 | LAS VEGAS SANDS 2023 Proxy Statement |
INFORMATION REGARDING THE BOARD AND ITS COMMITTEES
Nominating and Governance Committee. The Nominating and Governance Committee operates under a written charter and has the authority to, among other things, review and make recommendations regarding the composition of the Board and its committees; develop and implement policies and procedures for the selection of Board members; identify individuals qualified to become Board members; and select, or recommend that the Board select, director nominees. The Nominating and Governance Committee also is responsible for assessing, developing and making recommendations to the Board with respect to Board effectiveness and related corporate governance matters, including corporate governance guidelines and procedures intended to organize the Board appropriately; and overseeing the evaluation of the Board and management. The current members of the Nominating and Governance Committee are David F. Levi (member and Chair as of January 29, 2015), Jason N. Ader and Charles A. Koppelman. The Nominating and Governance Committee held six meetings and did not act by written consent during 2015.
Compliance Committee. The Compliance Committee operates under a written charter and assists the Board in overseeing our Company’s compliance program with respect to: (a) compliance with the laws and regulations applicable to the Company’s business, including gaming laws; and (b) compliance with the Company’s Code of Business Conduct and Ethics, its Anti-Corruption Policy Including Guidelines on Travel and Entertainment Expenses and Customer Complimentaries for Government Officials, its Statement on Reporting Ethical Violations, its anti-money laundering policies and related policies and procedures applicable to the Company’s team members, officers, directors and other agents. The current members of the Compliance Committee are Charles A. Koppelman (Chair), Micheline Chau, Steven L. Gerard and David F. Levi (as of January 29, 2015). The Compliance Committee held six meetings and did not act by written consent during 2015.
Compensation Committee Interlocks and Insider Participation. The membersParticipation
None of the Compensation Committee during 2015 were Micheline Chau, Steven L. Gerard and Charles A. Koppelman. None of the
individuals who served as a member of our Compensation Committee during 20152022 is, or has been, an employee or officer of the Company. None of our executive officers serves,serve, or in the past year served, as a member of the Boardboard or Compensation Committeecompensation committee of any entity that has one or more executive officers who serve on our Board or Compensation Committee.
Other Non-Board— NON-BOARD COMMITTEES
Corporate Compliance Committee
and Operational Compliance Committees
We maintain a Corporate Compliance Committee,. The Company has an operational compliance committee (the “ the purpose of which is to foster a culture of integrity, accountability and ethical behavior across all of our operations. We also maintain Operational Compliance Committee”Committees in each of Macao and Singapore to oversee local gaming operations (each, an “Operational Compliance Committee”).
We created these committees to facilitate the identification, evaluation and remediation of situations that operates undercould raise concerns with a written regulatory Compliance Program approved by the Nevada Gaming Control Board. The Company created the Operational Compliance Committee to exercise its best efforts to identify and evaluate situations arising in the course of the Company’s businesses, wherever conducted, which maygaming authority or otherwise have an adverse effect upon its objectives or those of gaming controlon our business. In particular, the Corporate Compliance Committee and thereby cause concern to any gaming authority. Thethe Operational Compliance Committee monitorsCommittees monitor the Company’s activities so as to assist the Company’s senior management with regard to the Company’s (a)following: (1) our business associations that is,in order to protect the Companyus from associations with persons denied licensing or other related approvals, or who may be deemed unsuitable to be associated with the Company; (b)us; (2) our business practices and procedures; (c)(3) compliance with any special conditions imposed upon the Company’s license(s); (d)our licenses; (4) reports submitted to gaming authorities; and (e)(5) compliance with the laws, regulations and orders of governmental agencies having jurisdiction over the Company’sour gaming or business activities.
The Company’sCorporate Compliance Committee operates pursuant to a Charter approved by the Board and is chaired by our Senior Vice President and Global Chief Compliance Officer is(“GCCO”). The GCCO provides at least quarterly updates to the ChairCompliance Committee of the OperationalBoard regarding the Corporate Compliance Committee.Committee’s efforts. The Operational Compliance Committee also has an independent member who is not otherwise employedin Macao operates pursuant to a Compliance Plan approved by the CompanySands China Ltd. audit committee, and who possesses a background in and extensive experience with gaming control in Nevada.is chaired by the Chief Compliance Officer for Sands China Ltd. The remaining members of the Operational Compliance Committee in Singapore operates pursuant to a Compliance Plan submitted to the Gambling Regulatory Authority of Singapore, and is chaired by the Chief Compliance Officer of Marina Bay Sands.
— SUCCESSION PLANNING AND DEVELOPMENT
Our Chairman and Chief Executive Officer works closely with the Nominating and Governance Committee and the Board to identify and develop executive talent within and outside our organization and to ensure that Board succession plans are employees ofin place, so that we can ensure effective future leadership transitions at both the Company.
LAS VEGAS SANDS 2023 Proxy Statement | 21 |
CORPORATE GOVERNANCE
Commitment to Corporate Governance.COMMITMENT TO CORPORATE GOVERNANCE
Our Board and management have a strong commitment to effective corporate governance. We operate and are regulated in various distinct gaming jurisdictions. We are listed on two major stock exchanges and regulated as a financial institution by Financial Crimes Enforcement Network (“FinCen”), a bureau of the U.S. Department of the Treasury. We have in place a comprehensive corporate governance framework for our operations which, among other things, takes into account the requirements of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act and the applicable rules and regulations of the Securities and Exchange CommissionSEC and the NYSE. The key components of this framework are set forth in our amended and restated articles of incorporation and by-laws, along with the following additional documents:
our Audit Committee Charter;
• | our Audit Committee Charter |
our Compensation Committee Charter;
• | our Compensation Committee Charter |
our Nominating and Governance Committee Charter;
• | our Nominating and Governance Committee Charter |
our Compliance Committee Charter;
• | our Compliance Committee Charter |
our Corporate Governance Guidelines;
• | our Corporate Governance Guidelines |
our Code of Business Conduct and Ethics;
• | our Code of Business Conduct and Ethics |
our Anti-Corruption Policy; and
• | our Anti-Corruption Policy |
• | our Reporting and Non-Retaliation Policy |
our Statement on Reporting Ethical Violations.
• | our Policy on Corporate Political Contributions and Expenditures |
Copies of each of these documents are available on our website athttp: https://investor.sands.com by clicking on “Investor Relations,” and then on“Governance Documents” within the section entitled “Governance.”“Governance” section. Copies are also are available without charge by sending a written request to Investor Relations at the following address: Investor Relations, Las Vegas Sands Corp., 3355 Las Vegas Boulevard South,5500 Haven Street, Las Vegas, Nevada 89109.89119.
Corporate Governance Guidelines.CORPORATE GOVERNANCE GUIDELINES
We have adopted Corporate Governance Guidelines for our Company that set forth the general principles governing the conduct of the Company’sour business and the role, functions, duties and responsibilities of the Board, including, but not limited to, such matters as composition, membership criteria, orientation and continuing education, retirement, committees, compensation, meeting procedures, annual evaluation and management succession planning.
Code of Business Conduct and Ethics.CODE OF BUSINESS CONDUCT AND ETHICS
We have adopted a Code of Business Conduct and Ethics that applies to all of the Company’sour directors, officers (including the principal executive officer, principal financial officer and principal accounting officer), employeesTeam Members and agents. The Code of Business Conduct and Ethics establishes policies and procedures that the Board believes promote the highest standards of integrity, compliance with the law and personal accountability. The Company’sOur Code of Business Conduct and Ethics is provided to all new directors, officers and employees.Team Members.
Anti-Corruption Policy. ANTI-CORRUPTION POLICY
We have adopted an Anti-Corruption Policy to assure thatensure the hospitality and business development practices of all of our operations anywhere in the world are fully consistent with applicable record keeping and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the Sarbanes-Oxley Act of 2002. The Anti-Corruption Policy is provided to all new directors, officers and employees.Team Members.
Statement on Reporting Ethical Violations.REPORTING AND NON-RETALIATION POLICY
We have adopted a Statement on Reporting Ethical Violationsand Non-Retaliation Policy to facilitate and encourage the reporting of any misconduct at the Company, including violations or potential violations of our Code of Business Conduct and Ethics, and to ensure that those reporting
22 | LAS VEGAS SANDS 2023 Proxy Statement |
CORPORATE GOVERNANCE
such misconduct will not be subject to harassment, intimidation or other retaliatory action. The Statement on Reporting Ethical Violationsand Non-Retaliation Policy is provided to all new directors, officers and employees.Team Members.
Related Party Transactions.POLICY ON CORPORATE POLITICAL CONTRIBUTIONS AND EXPENDITURES
We have adopted a Policy on Corporate Political Contributions and Expenditures to govern corporate political contributions and other campaign expenditures by the Company and its majority-owned subsidiaries in order to ensure compliance with rules, regulations and standards governing the Company’s interaction with government officials.
RELATED PARTY TRANSACTIONS
We have established policies and procedures for the review, approval and/or ratification of related party transactions. Under its charter the Audit Committee approves all related party transactions required to be disclosed in our public filings and all transactions involving executive officers or directors of the Company that are required to be approved by the Audit Committee under the Company’s Code of Business Conduct and Ethics. Our conflict of interest policy sets forth additional procedures governing related party transactions. Under our procedures, our executive officers and directors provide our corporate counsel’s office with
the details of any such proposed transactions.filings. Under guidelines established by our Audit Committee, proposed transactions and matters requiring approval under our policies with aggregate values of less than $120,000 per year are presented to the Audit Committee quarterly for review. Larger transactions are presented to ourthe Audit Committee for review, discussion and approval.approval in advance of the transaction. The Audit Committee may, in its discretion, request additional information from the director or executive officer involved in a proposed transaction or from management prior to granting approval for a related party transaction. All other related party transactions by individuals subject to our Code of Business Conduct and Ethics and conflict of interest policy must be approved by our Chief Compliance Officer and reported to the Compliance Committee and the Audit Committee.
Nomination of Directors.NOMINATION OF DIRECTORS
The Nominating and Governance Committee proposed to the Board the candidates nominated for election at this annual meeting. The Nominating and Governance Committee, in making its selection of director candidates, considered the appropriate skills and personal characteristics required in light of the then-current makeup of the Board and in the context of the perceived needs of the Company at the time.
The Nominating and Governance Committee considers a number of factors in selecting director candidates, including:
the ethical standards and integrity of the candidate in personal and professional dealings;
• | the ethical standards and integrity of the candidate in personal and professional dealings; |
the independence of the candidate under legal, regulatory and other applicable standards;
• | the independence of the candidate under legal, regulatory and other applicable standards; |
the diversity of the existing Board, so that a body of directors from diverse professional and personal backgrounds is maintained;
• | the diversity of the existing Board, so that a body of directors from diverse backgrounds (including professional experience, expertise, race, ethnicity, gender, age and cultural background) is maintained; |
whether the skills and experience of the candidate will complement that of the existing members of the Board;
• | whether the skills and experience of the candidate will complement the skills and experience of the existing members of the Board; |
the number of other public company boards of directors on which the candidate serves or intends to serve, with the expectation that the candidate would not serve on the boards of directors of more than three other public companies;
• | the number of other public company boards on which the candidate serves or intends to serve, with the expectation the candidate would not serve on the boards of more than three other public companies; |
the ability and willingness of the candidate to dedicate sufficient time, energy and attention to ensure the diligent performance of his or her Board duties;
• | the ability and willingness of the candidate to dedicate sufficient time, energy and attention to ensure the diligent performance of their Board duties; |
the ability of the candidate to read and understand fundamental financial statements and understand the use of financial ratios and information in evaluating the financial performance of the Company;
• | the ability of the candidate to read and understand fundamental financial statements and understand the use of financial ratios and information in evaluating the financial performance of the Company; |
the willingness of the candidate to be accountable for his or her decisions as a director;
• | the willingness of the candidate to be accountable for their decisions as a director; |
the ability of the candidate to provide wise and thoughtful counsel on a broad range of issues;
• | the ability of the candidate to provide wise and thoughtful counsel on a broad range of issues; |
the ability and willingness of the candidate to interact with other directors in a manner that encourages responsible, open, challenging and inspired discussion;
• | the ability and willingness of the candidate to interact with other directors in a manner that encourages responsible, open, challenging and inspired discussion; |
whether the candidate has a history of achievements that reflects high standards;
• | whether the candidate has a history of achievements that reflects high standards; |
the ability and willingness of the candidate to be committed to, and enthusiastic about, his or her performance for the Company as a director, both in absolute terms and relative to his or her peers;
• | the ability and willingness of the candidate to be committed to, and enthusiastic about, the individual’s performance as a director for the Company, both in absolute terms and relative to their peers; |
whether the candidate possesses the courage to express views openly, even in the face of opposition;
• | whether the candidate possesses the courage to express views openly, even in the face of opposition; |
LAS VEGAS SANDS 2023 Proxy Statement | 23 |
the ability and willingness of the candidate to comply with the duties and responsibilities set forth in the Company’s Corporate Governance Guidelines and by-laws;
• | the ability and willingness of the candidate to comply with the duties and responsibilities set forth in the Company’s Corporate Governance Guidelines and by-laws; |
the ability and willingness of the candidate to comply with the duties of care, loyalty and confidentiality applicable to directors of publicly traded corporations organized in the Company’s jurisdiction of incorporation;
• | the ability and willingness of the candidate to comply with the duties of care, loyalty and confidentiality applicable to directors of publicly traded corporations organized in the Company’s jurisdiction of incorporation; |
the ability and willingness of the candidate to adhere to the Company’s Code of Business Conduct and Ethics, including the policies on conflicts of interest expressed therein; and
• | the ability and willingness of the candidate to adhere to the Company’s Code of Business Conduct and Ethics, including the policies on conflicts of interest expressed therein; and |
such other attributes of the candidate and external factors as the Board deems appropriate.
The Nominating and Governance Committee has the discretion to weight these factors as it deems appropriate. The importance of these factors may vary from candidate to candidate.
• | such other attributes of the candidate and external factors as the Board deems appropriate. |
The Nominating and Governance Committee will consider candidates recommended by directors and members of management and may, in its discretion, engage one or more search firms to assist in the recruitment of director candidates.
When conducting searches for new directors, the Nominating and Governance Committee will take reasonable steps to include diverse candidates in the pool of nominees and any search firm engaged by the Nominating and Governance Committee will affirmatively be instructed to seek to include diverse candidates. Although the Nominating and Governance Committee does not assign specific weights to any particular criteria listed above, and no particular criterion is necessarily applicable to all prospective nominees, the Nominating and Governance Committee and the Board both have a strong commitment to creating and maintaining diversity on the Board. The Nominating and Governance Committee assesses the effectiveness of its diversity efforts through the annual nomination process, the annual self-evaluation process of the Board and its Committees, the Nominating and Governance Committee’s periodic evaluation of the Board’s composition, and through on-going, informal feedback from Board members.
The Nominating and Governance Committee does not have a formal policy for considering director candidates recommended by security holdersstockholders and believes that not having such a policythe processes and procedures in place for identifying, evaluating and selecting board members is appropriate in light of the significant ownership of the Company’s Common Stock by Mr. Adelsonsufficiently robust and his family.takes into account, among other factors, stockholder dialogue and feedback.
Board Leadership Structure. Mr. Adelson serves as the Chairman of the Board and Chief Executive Officer of our Company. Mr. Adelson is the founder of our Company and has served as its Chairman and Chief Executive Officer since the Company was founded. BOARD LEADERSHIP STRUCTURE
The Board believes that Mr. AdelsonGoldstein is best suited to serve as both its Chairman and Chief Executive Officer because he is the most familiar with the Company’sour businesses and industry and best able to establish strategic priorities for the Company. In addition,coming to this conclusion, the Board considered its evaluation of Mr. Adelson,Goldstein’s performance as Chief Executive Officer, his wife and trusts andvery positive relationships with other entities for the benefitmembers of the AdelsonsBoard and their family members together beneficially owned approximately 54.3%the strategic vision and perspective he has brought to the position of our outstanding Common Stock asChairman and Chief Executive Officer. The Board is uniformly of the record date. Accordingly,view that Mr. Adelson exercises significant influence over our business policies and affairs, including the compositionGoldstein provides excellent leadership of our Board of Directors. As a result, the Board believesin the performance of its duties and that Mr. Adelson’s continuing servicenaming him as both Chairman and Chief Executive Officer is beneficial toserves the Company and provides an effective leadership structure. The Company does not have a lead director.best interest of stockholders.
The Board’s Role in Risk Oversight.The Board of Directors, directlyhas not appointed an Independent Lead Director because the communication and through its committees, is actively involved in the oversight of the Company’s risk management policies. The Audit Committee is charged with overseeing enterprise risk management, generally, and with reviewing and discussing with management the Company’s major financial risk exposures and the steps management has taken to monitor, control and manage these exposures, including the Company’s risk assessment and risk management guidelines and policies. The Compensation Committee oversees the Company’s compensation policies generally to determine whether they create risks that are reasonably likely to have a material adverse effect on the Company. The Compliance Committee assistsdecision-making among the Board in overseeing the Company’s compliance program, including compliance with the laws and regulations applicablecurrent leadership structure has proved very effective. The Board will continue to periodically consider the Company’s business and compliance with the Company’s Code of Business Conduct and Ethics and other policies. The Audit Committee, the Compensation Committee and the Compliance Committee receive reports from, and discuss these matters with, management and regularly report on these mattersneed to the Board.appoint an Independent Lead Director.
2015 Executive Compensation Risk Assessment. The Compensation Committee has evaluated the Company’s compensation structure from the perspective of enterprise risk management and the terms of the Company’s compensation policies generally and does not believe that the Company’s compensation policies and practices provide incentives for employees to take inappropriate business risks or risks that are reasonably likely to have a material adverse effect on the Company. As described under “Compensation Discussion and Analysis” below regarding bonuses for our named executive officers, Mr. Adelson is eligible to receive bonuses under his employment agreement, subject to the Company’s achieving predetermined EBITDA-based performance goals. Under their employment agreements or other employment arrangements, the other named executive officers are eligible for discretionary bonuses, up to a target percentage of their respective base salaries. Similarly, any bonuses for employees other than the named executive officers are granted on a discretionary basis. In making its determinations regarding 2015 bonuses for Mr. Goldstein and Mr. Raphaelson, the Compensation Committee’s decision was based on the Company’s achievement of pre-determined EBITDA-based performance targets. In making its determinations regarding the 2015 bonus for Mr. Markantonis, the Compensation Committee’s decision was based on the achievement of pre-determined EBITDA-based performance targets by the Company’s Las Vegas properties. Pursuant to Mr. Quartieri’s Separation Agreement (as defined below), he was entitled to a pro-rated bonus for 2015, payable if, when and to the extent such bonuses were paid to like situated executives. In making its determination regarding Mr. Quartieri’s 2015 bonus, the Compensation Committee gave equal weighting to (a) the Company’s achievement of the Company’s pre-determined EBITDA-based performance targets and (b) his individual performance. The Compensation Committee believes that the Company’s compensation policies do not incentivize our named executive officers or other employees to take inappropriate business risks or risks that are reasonably likely to have a material adverse effect on the Company because the discretionary nature of the bonuses and the weighting of financial and individual performance factors means there may not be any direct correlation between any particular action by an employee and the employee’s receipt of a bonus.
Presiding Non-Management Director.In accordance with applicable rules of the NYSE and the Company’sour Corporate Governance Guidelines, the Board has adopted a policy to meet at least quarterlyeach regularly scheduled Board meeting in executive session without management directors or any members of the Company’s management being present. In addition, the Board’s independent directors meet at least once each year in executive session. At each executive session, a presiding director chosen by a majority of the directors present will presidepresides over the session.
Stockholder Communications with the Board and Audit Committee.
24 | LAS VEGAS SANDS 2023 Proxy Statement |
CORPORATE GOVERNANCE
THE BOARD’S ROLE IN RISK OVERSIGHT
The Board, has established a process for stockholdersdirectly and interested parties to communicate with membersthrough its committees, is actively involved in the oversight of the Board,our risk management policies.
COMMITTEE | RISK OVERSIGHT RESPONSIBILITIES | |
Audit Committee | • oversees enterprise risk management, generally • reviews and discusses with management our major financial risk exposures and the steps management has taken to monitor, control and manage these exposures, including our risk assessment and risk management guidelines and policies • meets regularly with those members of management responsible for our information security program and its related priorities and controls • receives updates on data security that include cybersecurity resilience and emerging trends, as well as progress toward key Company initiatives in this area | |
Compensation Committee | • oversees our compensation policies to determine whether they create risks that are reasonably likely to have a material adverse effect on the Company | |
Compliance Committee | • assists the Board in overseeing our compliance program, including compliance with the laws and regulations applicable to our business and compliance with our Code of Business Conduct and Ethics and other policies | |
Nominating and Governance Committee | • oversees our ESG risk by reviewing and assessing our ESG goals, policies and programs • assists the Board in overseeing succession plans for our senior management |
The Audit Committee, the non-management directorsCompensation Committee, the Compliance Committee and the presiding non-management directorNominating and Governance Committee receive reports from, and discuss these matters with, management and regularly report on these matters to the Board.
COMPENSATION RISK ASSESSMENT
The Compensation Committee has evaluated our compensation structure from the perspective of enterprise risk management and the terms of our compensation policies generally, and believes our compensation policies and practices do not provide incentives for Team Members to take inappropriate business risks or risks reasonably likely to have a material adverse effect on us. Under their employment agreements, our named executive sessionsofficers are eligible for bonuses and equity-based awards, up to a target percentage of their respective base salaries, based on the achievement of predetermined performance criteria established by the Compensation Committee. During 2022, the Company met the predetermined performance criteria; as a result, our named executive officers received bonus payments and equity-based awards for 2022, as further described in “— Major Elements of Executive Compensations.” The Compensation Committee’s active oversight of payouts under our annual short-term incentive program and equity-based compensation awards to executives, the discretionary nature of the Board.Team Member bonuses, and the weighing of financial and individual performance factors means there may not be any direct correlation between any particular action by a Team Member and the Team Member’s receipt of a bonus. In addition, all Team Members eligible to receive bonuses are subject to our Forfeiture of Improperly Received Compensation Policy.
Director Communications
LAS VEGAS SANDS 2023 Proxy Statement | 25 |
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
Stockholders and interested parties who wish to contact our Board, the Chairman of the Board, the presiding non-management director of executive sessions or any individual director are invited to do so by writing to:
Board of Directors of Las Vegas Sands Corp.
c/o Corporate Secretary
3355 Las Vegas Boulevard South5500 Haven Street
Las Vegas, Nevada 8910989119
Complaints and concerns relating to our accounting, internal accounting controlscontrol over financial reporting or auditing matters should be communicated to the Audit Committee of our Board using the procedures described below. All other stockholder and other communications addressed to our Board will be referred to our presiding non-management director of executive sessions and tracked by the Corporate Secretary. Stockholder and other communications addressed to a particular director will be referred to that director.
Audit Committee CommunicationsSTOCKHOLDER COMMUNICATIONS WITH THE AUDIT COMMITTEE
Complaints and concerns relating to our accounting, internal accounting controls,control over financial reporting or auditing matters should be communicated to the Audit Committee, of our Board, which consists solely of non-employee directors. Any such communication may be anonymous and may be reported to the Audit Committee through the Office of the General Counsel by writing to:
Las Vegas Sands Corp.
3355 Las Vegas Boulevard Southc/o Audit Committee of the Board of Directors
5500 Haven Street
Las Vegas, Nevada 8910989119
Attention: Office of the General Counsel
All communications will be reviewed under Audit Committee direction and oversight by the Office of the General Counsel, the Audit Services Group, which performs the Company’s internal audit function, or such other persons as the Audit Committee determines to be appropriate. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review. Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee. The Office of the General Counsel will prepare a periodic summary report of all such communications for the Audit Committee.
26 | LAS VEGAS SANDS 2023 Proxy Statement |
This section contains certain information about our current executive officers, including their names and ages (as of the mailing of these proxy materials), positions held and periods during which they have held such positions. There are no arrangements or understandings between our officers and any other person pursuant to which they were selected as officers.
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67 | Chairman and Chief Executive Officer | ||||||
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| President and Chief Operating Officer | ||||||
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53 | Executive Vice President and Chief Financial Officer | ||||||
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| Executive Vice President, | ||||||
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For background information on Messrs. AdelsonMr. Goldstein and Goldstein,Mr. Dumont, please see “Board of Directors.Directors Nominees.”
Patrick DumontMr. Hyzak has been our Company’s Executive Vice President and Chief Financial Officer since March 2016January 26, 2021 and was our Company’s Senior Vice President Finance and Strategy from September 2013 through March 2016. In addition, Mr. Dumont has served as the Company’s principal financial officer since February 23, 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 Sheldon G. Adelson, the Company’s Chairman of the Board, Chief Executive Officer and Treasurer.
George M. Markantonis has been the President and Chief OperatingAccounting Officer of Venetian Casino Resort, LLC (owner of The Venetian/The Palazzo) and Sands Expo & Convention Center and Senior Vice President of Las Vegas Sands, LLC since March 2015.2016, when he joined the Company. Prior to joining our Company, Mr. Markantonis has more than 35 years of international hospitality industry experience, including serving as the President and Managing Director of Atlantis, Paradise Island from September 2005 to February 2015, as the Chief Executive Officer of Atlantis of The Palm of Dubai, from March 2004 to August 2005, and in various positions at Caesars Palace in Las Vegas from 1995 to 2004, most recently as Senior Vice President of Hotel Operations.
Ira H. Raphaelson has been the Executive Vice President and Global General Counsel of Las Vegas Sands Corp. since November 2011 and the Company’s Secretary since January 2015. Mr. RaphaelsonHyzak served as vice president and chief accounting officer at Freescale Semiconductor, Inc., a global semiconductor company, from February 2009 to March 2016, and served in other finance and accounting leadership capacities there, including as corporate controller. Prior to joining Freescale in February 2005, Mr. Hyzak was a senior manager with the public accounting firm Ernst & Young LLP where he primarily served large global Fortune 500 clients working in its assurance and advisory services practice from 1994 through early 2005.
Mr. Hudson has been our Company’s Executive Vice President, Global General Counsel and Secretary since September 2019. Prior to joining our Company, Mr. Hudson served as executive vice president, general counsel of Scientific Games Corp.and corporate secretary for Afiniti, an applied artificial intelligence company, from February 2006 until OctoberApril 2016 through September 2019, and was an associate and then counsel at Bancroft PLLC, a law firm, from November 2011 to April 2016. Mr. Hudson served as a law clerk to U.S. Supreme Court Chief Justice John Roberts from 2010 to 2011 and as its secretary from June 2006 until October 2011. Mr. Raphaelson was a partnerto Justice Brett Kavanaugh in the WashingtonU.S. Court of Appeals for the D.C. office of theCircuit from 2009 to 2010. Prior to attending law firm of O’Melveny & Myers LLP for ten years and a partnerschool, Mr. Hudson served in the Washington D.C. office of Shaw Pittman for three years. Prior to entering private practice, he was a state and federal prosecutor for 15 years, servingUnited States Navy, on the last two yearsUSS Santa Fe, as a Presidentially appointed Special Counsel for Financial Institutions Crime.Lieutenant – Assistant Engineer.
George Tanasijevich has been the President and Chief Executive Officer of our Company’s subsidiary, Marina Bay Sands Pte Ltd since July 2011 and the Managing Director, Global Development of Las Vegas Sands Corp. since January 2011. He also has held other senior executive positions at our Company’s Singapore operations since 2005. Prior to that, Mr. Tanasijevich was the Company’s Director of Development, based in Macao, from 2004 to 2005. Mr. Tanasijevich previously served as Senior Vice President/Equity Markets at CapitaLand Limited, a Singapore-based real estate conglomerate, and as Corporate Vice President of General Growth Properties, a shopping mall REIT. Mr. Tanasijevich is a member of the University of Chicago Booth School of Business Global Advisory Board and the University of Michigan Provost Committee, and a Board Member of the Singapore International Chamber of Commerce, the Singapore Hotel Association and the U.S. — Japan Business Council.
LAS VEGAS SANDS 2023 Proxy Statement | 27 |
COMPENSATION DISCUSSION AND ANALYSIS
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and the beneficial owners of more than 10% of our Common Stock to file reports of ownership of our Common Stock with the Securities and Exchange Commission. Directors, executive officers and beneficial owners of more than 10% of our Common Stock are required to furnish the Company with copies of all Section 16(a) forms that they file. Based upon a review of these filings and representations from the Company’s directors, executive officers and 10% beneficial owners that no other reports were required, the Company notes that all reports for the year 2015 were filed on a timely basis.
The following discussion and analysis contains statements regarding Company performance objectives and targets. These objectives and targets are disclosed in the limited context of our compensation program and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.
COMPENSATION DISCUSSION AND ANALYSIS
This discussion supplements the more detailed information concerning executive compensation in the tables and narrative discussion that follow under “Executive Compensation and Other Information.” This Compensation Discussion and Analysis section discusses our compensation philosophy and objectives and the compensation policies and programs for the following individuals who are referred to as “namedour “named executive officers”:officers” for 2022:
∎ | ∎ | ∎ | ∎ | |||
ROBERT G. GOLDSTEIN Chairman and | PATRICK DUMONT President and | RANDY HYZAK Executive Vice | D. ZACHARY HUDSON Executive Vice President, |
Sheldon G. Adelson,— 2022 KEY ACCOMPLISHMENTS & FINANCIAL RESULTS
Despite the challenges caused by the reduction in travel and tourism spending in Asia over the last three years, we have continued to execute on our Chairman, Chief Executive Officershort and Treasurer;
Robert G. Goldstein,long-term operational and strategic objectives of ensuring the best possible preparation and positioning for our Presidentoperating recovery in Asia and Chief Operating Officer;
Ira H. Raphaelson,allocating capital to projects we believe will produce a high return on invested capital in our Executive Vice President, Global General Counselindustry-leading Integrated Resorts in Macao and Secretary;
George M. Markantonis, the President and Chief Operating Officer of Venetian Casino Resort, LLC and Sands Expo & Convention Center and Senior Vice President of Las Vegas Sands, LLC (since March 2015); and
Michael Quartieri, our former Senior Vice President, Global Controller and Chief Accounting Officer (principal financial officer).
2015 Financial and Business Performance
HighlightsSingapore. A number of the Company’s 2015 financial performancekey accomplishments by our senior management team during 2022 included the following important operational and business achievements include:strategic initiatives:
• | Prepared our operations for travel and tourism spending recovery |
net revenue of $11.69 billion;
consolidatedAs travel patterns began to recover and visitation increased, our adjusted property EBITDA at MBS in Singapore was positive in all four quarters of $4.17 billion;
consolidated2022. On a hold-normalized basis, our adjusted net incomeproperty EBITDA at MBS increased sequentially in each of $2.03 billion, or $2.55 per diluted share;the second, third and
fourth quarters of 2022. Our ability to achieve that pace of recovery required considerable planning, preparation, adaptation and execution across our MBS operations. Of equal importance throughout 2022 was our executive team’s preparation for the return of $2.28 billiontravel and tourism spending in Macao during 2023.
• | Continued capital investment in our most important markets |
In 2022, we completed the remainder of capital to stockholders through the paymentinitial phases of $2.07 billion of regular annual dividends and the repurchase of $205.0 million of its outstanding common stock.
In October 2015, the Company announced a 10.8% increaseinvestments in the creation of The Londoner Macao, significantly enhancing the positioning of our Macao property portfolio in anticipation of the recovery in travel and tourism spending in that region. We also made substantial progress on the ~$1.0 billion renovation of MBS, which will introduce new world-class suites and luxury tourism offerings and substantially enhance the overall guest experience for premium customers.
• | Completed sale of Our Las Vegas Operating Properties |
The successful sale of our Las Vegas operations and assets for an aggregate purchase price of $6.25 billion, enhanced our balance sheet strength and liquidity as we prepared for the recovery of travel and tourism spending in Asia and allowed us to continue to invest meaningfully in our Macao and Singapore markets and pursue future growth opportunities in new markets. The sale process was successfully concluded in February 2022.
• | Secured a new ten-year gaming concession in Macao |
We were gratified to receive a new ten-year gaming concession in Macao, providing us the opportunity to continue our 20-year track record of investment in Macao and to enhance Macao’s business and leisure tourism appeal. Our successful tender for one of the six available licenses represents a very significant milestone reached in the attainment of our long-term strategic objectives.
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COMPENSATION DISCUSSION AND ANALYSIS
The Company’s recurring common stock dividend from $2.60 per share in 2015 to $2.88 per share in 2016.2022 financial performance results included:
The
$4.11B | Consolidated Net Revenue | $1.54B | Consolidated Net Loss From ContinuingOperations | $732M | Consolidated AdjustedProperty EBITDA from continuing operations(1) |
(1) | Refer to Annex A, which includes a reconciliation of non-GAAP consolidated adjusted property EBITDA to net loss from continuing operations. |
— COMPENSATION BEST PRACTICES
Our executive compensation program reflects many best practices:
WHAT WE DO | WHAT WE DON’T DO | |||||||
✓ | Provide the opportunity for stockholders to vote on the advisory “say-on-pay” proposal on an annual basis | No supplemental executive retirement plans | ||||||
✓ | Maintain a clawback policy for our cash and equity incentive awards | No guaranteed bonuses | ||||||
✓ | Utilize short-term and long-term performance-based incentives | No repricing of stock options | ||||||
✓ | Fully disclose our incentive plan performance measures | No “golden parachute” excise tax gross ups | ||||||
✓ | 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 | ||||||
✓ | 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 | ||||||
✓ | Retain an independent executive compensation consultant | |||||||
✓ | Include ESG metrics in our performance-based compensation |
— 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, of the Board of Directors. The Compensation Committeewhich has developed an executive compensationthe program that is designed to: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 |
LAS VEGAS SANDS 2023 Proxy Statement | 29 |
attract and retain key executive talent by providingAnnual Compensation Mix
The above annual compensation mix is based on the employment agreement of each named executive officers with competitive compensation;officer and reflects the following:
• | Target annual incentive denotes annual cash bonus and assumes “at target” achievement of goals; and |
reward
• | Excludes benefits such as security, personal aircraft usage and health coverage. |
The amounts represented above are the named executive officers based uponcontractual annual amounts pursuant to these employment agreements. Actual amounts earned may differ for the achievementyear.
The principal components of Company, propertytotal direct compensation and individual performance goals; and
align the interests of the named executive officers with those of our stockholders.
Advisory Vote on Executive Compensation
As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, at our 2015 annual meeting, our stockholders provided an advisory (non-binding) vote on the fiscal 2014 compensation oftheir key objectives for our named executive officers which we refer to as the “say-on-pay” vote. The compensation of our named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC (including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in the proxy statement) was
• | Base Salary is set by the Compensation Committee in employment agreements to reflect job responsibilities and to provide competitive fixed pay to balance performance-based compensation. |
approved, with more than 77% of the votes cast voting “for” approval of the “say-on-pay” proposal. The Compensation Committee noted the results of this vote, which is advisory and not binding on the Board of Directors. There were no changes to the Company’s compensation programs based on the results of the 2015 “say-on-pay” vote.
• | Short-Term Incentives (Annual Cash Bonus) are structured to align to our global financial and operational execution with targets established annually by the Compensation Committee, taking into consideration the annual budget approved by the Board. The targets are designed to encourage the continuation of our investment and development initiatives and increase stockholder returns. |
• | Long-Term Incentives (Annual Equity Awards) are granted by the Compensation Committee to provide incentives to create and sustain longer-term growth in stockholder value and are structured to align to our global financial and operational execution with targets established annually by the Compensation Committee, taking into consideration the annual budget approved by the Board. From time to time in its discretion, the Compensation Committee may also approve one-time equity grants. |
• | Personal Benefits are provided to allow our executives to effectively and efficiently focus on their roles and responsibilities. |
The Process of Setting Executive Compensation
We have entered into employment agreements with Messrs. Adelson,Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Raphaelson and our subsidiary, Venetian Casino Resort, LLC, has entered into an employment agreement with Mr. Markantonis. TheHudson. These employment agreements provide the overall framework for the compensation for theseour named executive officers, including base salary, and target bonus amounts. Mr. Quartieri, our former principal financial officer, did not have an employment agreement with us. The Companyamounts and Mr. Quartieri entered into a Separation Agreement and General Release, dated November 4, 2015 (Mr. Quartieri’s “Separation Agreement”) in connection with his resignation from the Company.equity-based awards. The Compensation Committee approved the compensation packages for Messrs. Adelson,Mr. Goldstein, RaphaelsonMr. Dumont, Mr. Hyzak and MarkantonisMr. Hudson at the time we entered into their respective employment agreements or arrangementsand any amendments thereto and approved all bonuses and equity awards granted during the terms of these agreements or employment during the period in which these individuals served as a named executive officer. The Compensation Committee considered the views and recommendations of our Chief Executive Officer in establishing 2015 compensation for Mr. Goldstein and the views and recommendations of our Chief Executive Officer and Mr. Goldstein in establishing 2015 compensation for Messrs. Raphaelson, Markantonis and Quartieri and certain other highly compensated employees.
The Committee’s Compensation Consultantagreements.
The Compensation Committee retained AETHOS Consulting Group as its independent executive compensation consultant for 2015. AETHOS Consulting Group provides its advice on an as-needed basis upon the requestbelieves that most of the Compensation Committee. During 2015, AETHOS Consulting Group provided peer group analysescompensation 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 77% of the compensation of Mr. Goldstein and our other named executive officers, respectively, varies with either short-term or 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 connectionsuccess, would be competitive with determining compensation levels for some of our named executive officers. AETHOS Consulting Group provided additional analysis on long-term compensation awards, including the length, vesting and frequency, for the positions of chief executive officer, general counsel and chief financial officer. The Company paid AETHOS Consulting Group $50,000 for its servicesalternatives available to the Compensation Committee during 2015. In addition, AETHOS Consulting Group was paid $100,000 for compensation consulting to the Company’s management team regarding long-term incentive plan planning and analysis.executive.
The Compensation Committee determined that AETHOS Consulting Group is independent under applicable SEC and NYSE rules based on the Committee’s review of the services provided to the Company described above and information provided by AETHOS Consulting Group.
Benchmarking
In connection with the Compensation Committee’s 2015 reviews ofbelieves at-risk compensation provides our named executive officer compensation,officers with clear objectives to meet annual financial targets to continue the Compensation Committee considered information providedhistorical execution of our strategic objectives of growing our operations by AETHOS Consulting Group that compared the elements of executive compensation and total compensation against compensation levels of executives in a comparable position at peer group companies. The current peer group was selected by the Compensation Committee’s consultant, based on industry, revenue and market capitalization and other shared characteristics and consists of the following companies:
30 | LAS VEGAS SANDS 2023 Proxy Statement |
Elements
COMPENSATION DISCUSSION AND ANALYSIS
continued investment in our Integrated Resort properties and increasing returns to stockholders, while also aligning the equity component of Executive Officercompensation to the creation of long-term stockholder value. Specifically, the Compensation Committee believes that granting equity-based compensation in the form of restricted stock units and Why We Chosestock options, upon meeting annual financial and performance targets, incentivizes management to Pay Each Elementcontinue to grow our business in ways that drive stock price appreciation over the long term.
As previously noted in “Stockholder Engagement” we have received input from investors regarding the compensation framework for our named executive officers. The primary focus of the feedback related to the long-term incentives under the employment agreements of our named executive officers, specifically the performance criteria associated with the long-term incentives being measured over only one year versus over multiple years. The Compensation Committee acknowledges the feedback, but currently considers the current one-year measurement period to be appropriate, taking into consideration the impact of COVID-19 in Asia on the Company’s operations in Macao and Singapore since February 2020.
In 2015,establishing the principal componentscompensation for all named executive officers, other than the CEO, the Compensation Committee considers the recommendations and input of the CEO. The CEO performs annual performance reviews of the other named executive officers and makes recommendations to the Compensation Committee. The Compensation Committee considers these recommendations and ultimately makes the final decision.
— MAJOR ELEMENTS OF NAMED EXECUTIVE OFFICER COMPENSATION
The major elements of compensation for theour named executive officers were:and details regarding how each component was determined in 2022 are described below.
Base Salary
Base salary levels for our named executive officers are set forth in their respective employment agreements. The base salary amounts were determined at the time we entered into the various employment agreements based on each individual’s professional experience and scope of responsibilities within our organization, compensation levels for others holding similar positions in other organizations and compensation levels for senior executives at the Company.
Short-Term Incentives (Annual Cash Bonus)
For 2022, our named executive officers were eligible for short-term performance-based cash incentives under their employment agreements, subject to the Company’s Executive Cash Incentive Plan. The Executive Cash Incentive Plan establishes a program of short-term incentive compensation awards for executive officers and other key executives that is directly related to our performance results. For more information about short-term incentive awards, see “Executive Compensation and Other Information — Employment Agreements.”
Long-Term Incentives (Annual Equity Awards)
Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson are eligible for long-term equity incentives under our 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 and to enable us to provide incentives directly related to increases in our stockholder value. The employment agreements for Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson provided for sign-on equity incentive awards in the form of restricted stock units and also provide for annual grants of equity incentive awards in the form of restricted stock units subject to meeting performance criteria set by the Compensation Committee. The Compensation Committee believes that providing such long-term equity incentives:
base salary;
• | aligns our executive officers’ long-term interest with those of our stockholders by incentivizing management to continue to grow our business in ways that drive stock price appreciation over the long term; |
annual cash bonus;
• | ensures focus on building and sustaining stockholder value; and |
• | promotes retention of our executive officers. |
equity awards;For more information about long-term incentives, see “— Executive Compensation Related Policies and Practices — Grant Practices for Stock Options, Restricted Stock and Restricted Stock Units” and “Executive Compensation and Other Information — Employment Agreements.”
LAS VEGAS SANDS 2023 Proxy Statement | 31 |
Personal Benefits
We provide all of our eligible Team Members with personal benefits;benefits so that they can focus on performing their duties and responsibilities for the Company, which include:
• | Healthcare: medical/prescription, dental, vision, short-term disability, life and accidental death and disability insurance options at no premium cost; group healthcare insurance; and other support for both physical and mental health, such as a free Employee Assistance Program for employees and their household at SCL, which provides information regarding nutrition, disease management, stress reduction and injury prevention; |
• | Retirement benefits: retirement planning programs, which may include contributions from the Team Member as well as matching from the employer (the matching element was suspended throughout the COVID-19 Pandemic, but was reinstituted in the third quarter of 2022); |
• | Subsidized child care programs; |
• | Paid parental leave for new parents; |
• | Training and development: through Sands Academy, our global training and development platform, we provide courses, learning tools, coaching opportunities and one-on-one consulting to help employees fulfill their potential, as well as provide tuition reimbursement; and |
• | On-site provision of meals. |
In addition to the health, welfare and retirement programs generally available to all of our eligible Team Members, we provide our named executive officers with certain other personal benefits, each of which the Compensation Committee believes are reasonable and in the best interest of the Company and our stockholders, including:
• | participating in a supplemental medical expense reimbursement program (in which other members of senior management—but not all Team Members—also participate); |
• | utilization of Company personnel, facilities and services on a limited basis, subject to the receipt of appropriate approvals and reimbursement to the Company; and |
• | use of Company-owned aircraft for business and personal travel, subject to appropriate approvals. |
We also pay for Messrs. Adelson, Goldstein, Raphaelson and Markantonis, severance and/or change in control protection andthe cost of security services for Mr. Quartieri, severanceGoldstein and Mr. Dumont. These security measures were provided for the benefit of the Company and based on the advice of an independent security consultant. We do not consider such security costs to be personal benefits since these costs arise from the nature of Mr. Goldstein and Mr. Dumont’s role within the Company. However, the SEC rules require security costs to be reported as personal benefits. In connection with the aforementioned security concerns, Mr. Goldstein and his spouse, and Mr. Dumont and his immediate family members utilize, as described herein, Company-owned or -managed aircraft for personal travel. Mr. Goldstein and Mr. Dumont recognize taxable income for any personal aircraft usage by Mr. Goldstein or his spouse, and by Mr. Dumont and his immediate family, respectively, for which each receives a tax reimbursement from the Company for such personal aircraft usage.
Refer to “Employment Agreements” for additional details on eligible perquisites for each of our named executive officers under their respective employment agreements, and “Executive Compensation and Other Information — All Other Compensation” for the cost of providing such perquisites during 2022.
2022 Executive Compensation Performance Criteria
As described above in “— The Process of Setting Executive Compensation,” Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson each have an employment agreement with the Company that provides the overall framework for compensation, and the Compensation Committee pre-determines performance targets within that framework for an applicable year in order to establish the annual short-term (cash) and long-term (equity) incentives.
In determining the 2022 performance targets, the Compensation Committee’s goal was to set aggressive objectives based on its review of the annual budget information provided by management and the Board’s discussions with our named executive officers and management about the assumptions underlying the 2022 budget and the Company’s operating and development plans for 2022. The Compensation Committee believes that achievement of the 2022 performance targets required Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson to perform at a high level to earn the target short- and long-term incentive payments.
32 | LAS VEGAS SANDS 2023 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS
For 2022, the Compensation Committee set the performance targets as follows:
• | Extension or renewal of the Macao concession |
• | Continued progress on U.S. based development opportunities |
• | Advancement of digital business initiatives |
• | Balance sheet and liquidity management in a pandemic operating environment |
• | Substantial progress on our MBS renovation program |
• | LVS consolidated adjusted property EBITDA increase of 20% over 2021 level of $786 million |
Pursuant to each of our named executive officer’s employment agreements and as further established by the Compensation Committee, if four of these performance criteria are met, the annual short- and long-term incentives are at 85% of target; if five of these performance criteria are met, the annual short- and long-term incentives are at 100% of target; and if six of these performance criteria are met, the annual short- and long-term incentives are at 115% of target. If three or fewer of these performance criteria are met, the annual short- and long-term incentives are not provided.
Additionally, for 2022, the Compensation Committee established an ESG adjustment factor whereby if at least three out of four of the below metrics were met, the annual short- and long-term incentives would be paid at the level earned pursuant to his Separation Agreement.the Company’s performance against the metrics discussed above, and if less than three of the below metrics were met, the annual short- and long-term incentives would be adjusted to 90% of the level earned pursuant to the Company’s performance metrics discussed above. For 2022, the Compensation Committee set the ESG metrics as follows:
• | Annual ESG reporting to the Board |
• | Demonstration of progress in decreasing carbon emissions in line with five-year target in 2021 - 2025 period |
• | Expansion of Sands Cares Accelerator in Asia; transition of Sands Cares in U.S. |
• | Recognition on three global, regional or national ESG related indices or listings |
LAS VEGAS SANDS 2023 Proxy Statement | 33 |
The 2022 performance criteria were achieved and awarded as follows:
Short-term Performance-based Cash Incentive Targets | ||||||
TARGET | RATIONALE | ACHIEVEMENT STATUS | ACHIEVEMENT DETAILS | |||
Extension or renewal of Macao concession | Macao has historically generated the largest cash flow for us | Achieved | Concession awarded in December 2022 | |||
Continued progress on U.S. based development opportunities | Integrated Resort development in key growth markets in the U.S. is a priority for us | Achieved | We made substantial progress on work needed to prepare for a potential license application in New York | |||
Advancement of digital business initiatives | Digital initiatives in specific products and markets is a development opportunity for us | Achieved | Specific criteria for our digital initiatives were certified as achieved by the Board | |||
Balance sheet and liquidity management in pandemic operating environment | Balance sheet and liquidity management during the COVID-19 Pandemic is key to the Company’s ability to continue to drive value for our stockholders | Achieved | We attained liquidity of $8.79 billion as of December 31, 2022 | |||
Substantial progress on MBS renovation program | Continuing to maintain and expand the iconic Marina Bay Sands drives revenue and provides value to our shareholders | Achieved | We made substantial progress on renovations for existing property and plans for future expansion | |||
LVS consolidated adjusted property EBITDA increase of 20% over 2021 level of $786 million | Consolidated adjusted property EBITDA establishes our ability to support the continued investment in our existing properties and future development projects and to return capital to stockholders | Not achieved | $732 million consolidated adjusted property EBITDA for 2022 due to the pandemic-related reduction in travel and tourism spending in Macao |
5 out of 6 metrics achieved for a payout at 100% of target |
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COMPENSATION DISCUSSION AND ANALYSIS
ESG Metrics: | ||||||
TARGET | RATIONALE | ACHIEVEMENT STATUS | ACHIEVEMENT DETAILS | |||
Annual ESG reporting to Board | Board oversight of ESG matters is important to good governance | Achieved | Board, via the Nominating and Governance Committee, considers ESG matters quarterly | |||
Demonstration of progress in decreasing carbon emissions in line with five-year target in 2021 - 2025 period | Carbon emission decrease is one of the Company’s critical environmental targets | Achieved | We achieved a greenhouse gas emission reduction of 50% from the baseline year | |||
Expansion of Sands Cares Accelerator in Asia; transition of Sands Cares in U.S. | Long-term investment in the communities in which we operate | Achieved | We added a new member in Macao that started the Accelerator program in 2022 and in connection with the Las Vegas sale and new integrated resort opportunities in New York and Texas adjusted our Sands Cares focus in the U.S. | |||
Recognition on three global, regional or national ESG related indices or listings | Objective measure of the standard to which our ESG program is performing | Achieved | Named to the DJSI World for the third consecutive year and DJSI North America for the fifth consecutive year in 2022 Included in the FTSE4Good Index Series Recognized by Newsweek as one of America’s Most Responsible Companies Included on the Drucker Institute’s list of the 250 best-managed publicly traded companies, the only IR development or gaming company to be recognized |
4 out of 4 ESG metrics achieved for an adjustment factor of 100% |
Short- and long-term incentives awarded at 100% of target |
LAS VEGAS SANDS 2023 Proxy Statement | 35 |
Achievement of 2021 Performance Options
In December 2021, in order to further align the compensation of our named executive officers to the accomplishment of long-term operating objectives and after considering input from Korn Ferry (the Compensation Committee’s independent compensation consultant), the Compensation Committee granted performance-based stock options (the “2021 Performance Options”) to Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson. Our named executive officers did not receive any payouts under our management incentive program for either 2020 or 2021 in connection with the impact of the global pandemic. The 2021 Performance Options terms and conditions are as follows:
* Obtaining LEED certification of our new standalone Las Vegas corporate offices; completion of a review of our hiring and compensation practices; and completion of the identification and definition of diversity, equity and inclusion principles for our SCL and MBS subsidiaries. |
In December 2022, the Compensation Committee certified the achievement of 3 out of 4 performance criteria as follows, resulting in the achievement of the award:
TARGET | RATIONALE | ACHIEVEMENT STATUS | ACHIEVEMENT DETAILS | |||
Completion of the sale of our Las Vegas operations and assets by June 30, 2022 | Key driver of liquidity | Achieved | Sale closed February 23, 2022 | |||
Extension or renewal of our Macao casino concession by December 31, 2022 | Continuation of key gaming operations in Macao | Achieved | Concession awarded December 16, 2022 | |||
Completion of The Londoner Macao by June 30, 2022 | Improving the asset base in a key market | Achieved | The Londoner Macao completed by June 30, 2022 | |||
Completion of a review of our hiring and compensation practices Completion of the identification and definition of diversity, equity and inclusion principles for our SCL and MBS subsidiaries LEED certification of our new standalone Las Vegas corporate offices | We believe a focus on ESG is important to our overall success | Partially Achieved | Review of our hiring and compensation practices completed December 21, 2022 Identification and definition work completed December 21, 2022 Las Vegas corporate offices not completed by December 31, 2022 |
3 out of 4 criteria achieved, resulting in the certification of the 2021 Performance Options |
Upon certain limited qualifying terminations of employment (i.e., termination without cause or for good reason), any unvested options will remain outstanding and eligible to vest. To avoid windfall scenarios, the performance-based stock options do not contain retirement protections and always require satisfaction of the performance objectives.
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COMPENSATION DISCUSSION AND ANALYSIS
Employment Agreements
Messrs. Adelson,Mr. Goldstein, RaphaelsonMr. Dumont, Mr. Hyzak and MarkantonisMr. 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.
Mr. Adelson. In 2004, in connection with
LAS VEGAS SANDS 2023 Proxy Statement | 37 |
Employment agreement terms and compensation for our initial public offering, we entered into a long-term employment agreement with Mr. Adelson with an initial term of five years, subject to automatic extensions for successive one-year periods unless one party gives notice of his or its intention not to renew the agreement no later than 120 days prior to the expiration of the initial or any renewal term of the agreement. Accordingly, Mr. Adelson’s employment agreement has been extended for successive one-year periods on the same financial terms, most recently in December 2015. The Compensation Committee believed that extending Mr. Adelson’s employment agreement in 2015 was in the best interests of the Company and its stockholders and that, based on discussions with AETHOS Consulting Group, the terms of Mr. Adelson’s employment agreement were fair to the Company.
Mr. Goldstein. On December 9, 2014, we entered into an agreement with Mr. Goldstein, effective January 1, 2015, that modified his then existing employment agreement in connection with his promotion to the position of President and Chief Operating Officer. The Compensation Committee considered factors including Mr. Goldstein’s performance as the Company’s Executive Vice President, his tenure at the Company, his business experience and knowledge of the gaming industry, retaining his services for the five-year term of the agreement and the Chief Executive Officer’s recommendations when approving Mr. Goldstein’s employment agreement.
Mr. Raphaelson. Effective November 1, 2011, the Company entered into an employment agreement with Mr. Raphaelson with a term of four years (as amended, Mr. Raphaelson’s “2011 Employment Agreement”). On February 18, 2016, the Company entered into a new employment agreement, effective November 1, 2015, with Mr. Raphaelson that terminates on December 31, 2019 (Mr. Raphaelson’s “2016 Employment Agreement”). The Compensation Committee considered factors including Mr. Raphaelson’s legal background and experience when approving Mr. Raphaelson’s 2011 Employment Agreement and, in addition, his performance and assumption of administrative responsibilities at the Company when approving Mr. Raphaelson’s 2016 Employment Agreement.
Mr. Markantonis. Effective March 17, 2015, the Company’s subsidiary, Venetian Casino Resort, LLC, entered into an employment agreement with Mr. Markantonis that terminates on March 1, 2020. The Compensation Committee considered factors, including Mr. Markantonis’s extensive experience in the hospitality and gaming industry when approving his employment agreement.
Mr. Quartieri. Mr. Quartieri did not have an employment agreement with us. In connection with his resignation, Mr. Quartieri and the Company entered into his Separation Agreement.
The major elements of our executive officer compensation and details regarding how each component was determined are described below.
Base Salary
Base salary levels for the named executive officers are set forth in their respective employment agreements or other arrangements. The base salary amounts were determined at the time we entered into the various employment agreements or the other arrangements were determined, based on each individual’s professional experience and scope of responsibilities within our organization, compensation levels for others holding similar positions in other organizations, and compensation levels for senior executives at the Company.
The employment agreements for Messrs. Adelson, Goldstein, Raphaelson and Markantonis and the arrangement with Mr. Quartieri provided for annual base salaries which may be subject to periodic performance increases. Their base salariessummarized as of December 31, 2015 were:
Mr. Adelson, $1,000,000;
Mr. Goldstein, $3,250,000;
Mr. Raphaelson, $1,750,000; and
Mr. Markantonis, $1,100,000.
Mr. Quartieri’s annual base salary was $525,000 as of the date of his resignation in November 2015.
Mr. Adelson’s base salary was unchanged from December 31, 2014. Effective January 1, 2015, Mr. Goldstein’s base salary increased to $3,250,000 pursuant to his employment agreement and increased to $3,400,000, effective January 1, 2016. In February 2016, Mr. Raphaelson’s base salary was retroactively increased from $1,500,000 to $1,750,000 as of November 1, 2015 pursuant to his 2016 Employment Agreement.
Short-term Incentives
For 2015, Messrs. Adelson, Goldstein, Raphaelson, Markantonis and Quartieri were eligible for annual performance-based cash incentives under the Company’s Executive Cash Incentive Plan, which was created to establish a program of annual incentive compensation awards for designated officers and other key executives
that is directly related to our performance results. Some of these named executive officers also were entitled to discretionary bonuses awarded pursuant to their employment agreements or by a determination of the Compensation Committee. The Compensation Committee retains the right to exercise discretion in determining bonus levels for these named executive officers.
Mr. Adelson
Mr. Adelson is eligible for two types of annual performance-based incentive opportunities under his 2004 employment agreement; a base bonus and an annual supplemental bonus. The target base bonus and annual supplemental bonus opportunities are described in Mr. Adelson’s employment agreement, as set forth below.
Base bonus. Mr. Adelson is eligible for cash incentive bonuses earned and payable quarterly primarily subject to the Company’s attainment of predetermined EBITDA-based performance targets. Base bonus payments may range from $0 (if the Company does not achieve the predetermined EBITDA performance target) to a defined maximum opportunity specified in Mr. Adelson’s employment agreement. Mr. Adelson’s target base bonus for 2005 was $500,000. Commencing with 2006 and for each year during the term of his employment, the amount of Mr. Adelson’s target annual base bonus increases automatically by at least four percent (4%) of the sum of (x) his base salary for the immediately preceding year plus (y) the base bonus paid to him with respect to the immediately preceding year. In 2015, the Company achieved the predetermined EBITDA-based performance target required for the payment of Mr. Adelson’s base bonus. Accordingly, Mr. Adelson received a base bonus of $2,051,851 for his 2015 performance.
Annual supplemental bonus. Under his employment agreement, Mr. Adelson is eligible to receive an annual cash incentive bonus contingent on the Company’s achievement of annual performance targets that are primarily EBITDA-based. The amount of Mr. Adelson’s annual supplemental bonus is equal to a percentage of the sum of (x) his base salary for the year plus (y) the base bonus paid to him for the year. Mr. Adelson’s annual supplemental bonus payments may range from $0 (if the Company does not achieve 80% of the predetermined EBITDA performance target) to a defined maximum opportunity (if the Company achieves 110% of the predetermined EBITDA performance target). Mr. Adelson’s annual supplemental bonus payments increase ratably if EBITDA reaches 80% to 110% of the predetermined EBITDA target. Mr. Adelson’s target and maximum annual supplemental bonus opportunities as a percentage of base salary and base bonus for 2015 were 90% and 180%, respectively.
The performance targets specified under Mr. Adelson’s employment agreement are primarily EBITDA-based. The EBITDA-based performance targets are established annually by the Compensation Committee following consultation with our executive officers and such other members of our management as the Compensation Committee deems appropriate. The Compensation Committee established different EBITDA-based performance targets for Mr. Adelson’s 2015 base bonus and his annual supplemental bonus. The 2015 targets represent the EBITDA level that must be achieved in order for Mr. Adelson to receive 100% of his target base bonus or 90% of his target annual supplemental bonus. For 2015, the Compensation Committee established a performance target for Mr. Adelson’s base bonus of $3.80 billion of consolidated adjusted property EBITDA, which excludes corporate expense and includes the Management Incentive Program bonus accrual, and a performance target for Mr. Adelson’s annual supplemental bonus of $4.22 billion of consolidated adjusted property EBITDA, which excludes corporate expense and includes the Management Incentive Program bonus accrual. (The Management Incentive Program is the Company’s bonus program whose participants include many of the Company’s full-time exempt employees. For our named executive officers, the Management Incentive Program operates independent of, and provides bonuses that do not exceed, the maximum bonuses established under the Executive Cash Incentive Plan.)
In determining the 2015 annual EBITDA-based targets for Mr. Adelson’s base and annual supplemental bonuses, the Compensation Committee’s goal was to set an aggressive objective based on its review of the annual budget information provided by management and the Board’s discussions with our executive officers and management about the assumptions underlying the 2015 budget and the Company’s operating and development plans for 2015. In making its determinations, the Compensation Committee recognized the inherent difficulty of providing appropriate financial targets for Mr. Adelson, given the competitive challenges facing the Company in
the markets in which it operates and the Company’s global operations and development plans. The Compensation Committee believed that the achievement of the 2015 performance targets required Mr. Adelson to perform at a high level to earn the target bonus payments.
In 2015, the Company achieved 99.9% of the predetermined EBITDA-based performance target relating to Mr. Adelson’s annual supplemental bonus. Accordingly, Mr. Adelson received an annual supplemental bonus of $2,733,184, or 89.6% of his target bonus opportunity, for his 2015 performance.
Messrs. Goldstein, Raphaelson, Markantonis and Quartieri
Under their employment agreements. Messrs. Goldstein, Raphaelson and Markantonis are eligible to receive discretionary bonuses under the Company’s Management Incentive Program. Mr. Quartieri did not have an employment agreement and was eligible to receive a discretionary bonus under the Company’s Management Incentive Program.
The Compensation Committee established a 2015 EBITDA-based financial performance target for Messrs. Goldstein, Raphaelson and Quartieri of $4.22 billion of consolidated adjusted property EBITDA, which excludes corporate expense and includes the Management Incentive Program bonus accrual, and a 2015 EBITDA-based financial performance target for Mr. Markantonis of $392.7 million of adjusted property EBITDA for the Las Vegas properties plus the Las Vegas properties’ portion of the Management Incentive Program bonus accrual.
Under the Company’s 2015 Management Incentive Program, the Company or the Las Vegas properties, as applicable, must achieve at least 80% of the pre-determined EBITDA-based performance target in order for Messrs. Goldstein, Raphaelson, Markantonis and Quartieri to be eligible to receive annual bonuses, compared to a 90% threshold under the 2014 Management Incentive Program. Their bonus payment amounts can be increased if the Company achieves up to 150% of the pre-determined EBITDA target, with a maximum bonus payout percentage of up to 125% of their respective target awards. Under the 2014 Management Incentive Program, bonus payouts could be increased if the Company achieved up to 120% of the pre-determined EBITDA target, with a maximum bonus payout percentage of up to 110% of the respective target awards. The performance thresholds and maximum bonus payout percentages were revised under the 2015 Management Incentive Program to enable the Company to attract and retain key executive talent by providing competitive compensation to the Company’s named executive officers and bonus-eligible employees.
Mr. Goldstein. Under his employment agreement, Mr. Goldstein is eligible to receive a discretionary annual bonus based on performance criteria approved by the Compensation Committee, with a target bonus of 100% of his base salary, or $3,250,000, subject to his achievement of performance criteria established by the Compensation Committee. The actual amount of Mr. Goldstein’s bonus was determined by the Compensation Committee in its sole discretion in accordance with the Company’s Management Incentive Program, after consultation with the Company’s Chief Executive Officer. In January 2016, based on the Company’s achievement of 99.9% of its predetermined EBITDA-based performance target, Mr. Goldstein was awarded a bonus of $3,250,000 in respect of his 2015 performance, representing 100% of his target bonus opportunity.
Mr. Raphaelson. Under his 2011 Employment Agreement, Mr. Raphaelson was eligible to receive a discretionary annual bonus with a maximum for 2015 of 100% of his base salary, or $1,500,000, based on the achievement of Company and personal performance objectives. In December 2013, Mr. Raphaelson agreed that his bonuses for the remainder of the term of his 2011 Employment Agreement would be based solely on the Company’s achievement of EBITDA-based performance targets established by the Compensation Committee. Under his 2016 Employment Agreement, he will be eligible to receive a discretionary annual bonus with a maximum of his base salary, or $1,750,000, subject to his achievement of personal performance criteria to be determined at a future date, approved by the Chief Executive Officer and established by the Compensation Committee. In January and February 2016, based on the Company’s achievement of 99.9% of its predetermined EBITDA-based performance target, Mr. Raphaelson was awarded an aggregate bonus of $1,750,000, representing 100% of his target bonus opportunity. Of this amount, $250,000 was granted pursuant to the terms of his 2016 Employment Agreement.
Mr. Markantonis. Under his employment agreement, Mr. Markantonis is eligible to receive a discretionary annual bonus under the Company’s Management Incentive Program, based on the achievement of Company and
personal performance objectives reasonably determined annually by the Company, with a target bonus of 75% of his base salary, or $825,000. The actual amount of Mr. Markantonis’s bonus was determined by the Compensation Committee in accordance with the Company’s Management Incentive Program. In January 2016, based on the achievement of 103.2% of the predetermined EBITDA-based performance target for the Company’s Las Vegas properties, Mr. Markantonis was awarded a bonus of $666,369 in respect of his 2015 performance, representing 101.6% of his target bonus opportunity, pro-rated from the date he joined the Company.
Mr. Quartieri. Mr. Quartieri did not have an employment agreement. He was eligible to receive a discretionary bonus with a target of 50% of his base salary under the Company’s Management Incentive Program. Pursuant to his Separation Agreement, Mr. Quartieri was entitled to receive a pro-rated bonus for 2015, when, if and to the extent bonuses were paid to like-situated executives. In January 2016, based on the Company’s achievement of 99.9% of its predetermined EBITDA-based performance target, Mr. Quartieri was awarded a bonus of $221,413 in respect of his 2015 performance, representing 100% of his pro-rated target bonus opportunity.
Long-term Incentives (Equity Awards)
Messrs. Adelson, Goldstein, Raphaelson and Markantonis are, and Mr. Quartieri was, eligible for long-term equity incentives under the Company’s 2004 Equity Award Plan, which is administered by the Compensation Committee and was created to give us a competitive edge in attracting, retaining and motivating employees and to enable us to provide incentives directly related to increases in our stockholder value. Mr. Adelson is entitled to annual equity incentive awards under his employment agreement, subject to the Company’s achievement of EBITDA-based performance targets as described below. The employment agreements for Messrs. Goldstein, Raphaelson and Markantonis provided for sign-on equity incentive awards, but did not provide for subsequent or annual grants of equity incentive awards. The Compensation Committee, however, is authorized to award such grants in its sole discretion, but did not award such equity grants to Messrs. Goldstein, Raphaelson or Quartieri during 2015. On March 30, 2015, Mr. Markantonis received an award of 100,000 stock options when he joined the Company, as described below. On February 18, 2016, Mr. Raphaelson received a grant of 150,000 stock options upon signing his 2016 Employment Agreement.
Mr. Adelson. Mr. Adelson’s annual equity incentive awards under his employment agreement are split into two equal components:follows:
MR. GOLDSTEIN | ||
Employment Agreement Term |
• Terminates on March 1, 2026 The Compensation Committee considered factors including Mr. Goldstein’s position as the Company’s Chief Executive 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 (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. | |
Salary | Mr. Goldstein’s base salary is $3,000,000, pursuant to his employment agreement. Mr. Goldstein’s base salary was decreased from $4,500,000 prior to his entry into the employment agreement to $3,000,000 as part of our effort to ensure that most of his compensation should be “at-risk.” | |
Short-Term Incentive | Under his employment agreement, Mr. Goldstein has a target bonus opportunity of 200% of his base salary, or $6,000,000, subject to his achievement of performance criteria established by the Compensation Committee. The bonus is payable at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The actual bonus payout is determined by the Compensation Committee. In 2022, the performance criteria were certified at 100%, and as a result, Mr. Goldstein received a bonus of $6 million. See “— 2022 Executive Compensation Performance Criteria.” | |
Long-Term Incentive | Mr. Goldstein received a one-time initial award of 150,000 restricted stock units (“RSU”s) in connection with his employment agreement. These initial RSUs 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. Under his employment agreement, Mr. Goldstein has a target annual equity The On December 3, 2021, Mr. Goldstein received options to purchase 2,000,000 shares of our Common Stock that vest annually over three years, subject to the satisfaction of certain performance objectives by December 31, 2022, which the Compensation Committee certified as of December 31, 2022. See “— Achievement of 2021 Performance Award.” The continued vesting of these options is subject to Mr. Goldstein’s continued employment with the Company. | |
Personal Benefits* | Mr. Goldstein is entitled to: • Security services and utilization of Company-owned jet aircraft for business and personal purposes for the benefit of the Company at the Company’s expense, and pursuant to the advice of an independent security consultant and the approval of the Compensation Committee. • At his election, first class travel on commercial airlines for all business trips and first class hotel accommodations. • Mr. Goldstein is eligible to receive an income tax gross up for the foregoing benefits if they are determined to be taxable income to him. The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Goldstein is required to reimburse the Company in full for these services. Mr. Goldstein participates in a group supplemental medical insurance program available to certain of our senior officers. |
38 | LAS VEGAS SANDS 2023 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS
MR. DUMONT | ||
Employment Agreement Term | • Effective as of January 26, 2021 • Terminates on March 1, 2026 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. | |
Salary | Mr. Dumont’s base salary is $2,500,000, pursuant to his employment agreement. Mr. Dumont’s annual base salary was increased from $1,200,000 prior to his entry into the employment agreement to $2,500,000 to reflect his increased level of seniority and responsibility. | |
Short-Term Incentive | Under his employment agreement, Mr. Dumont has a target bonus opportunity of 200% of his base salary, or $5,000,000, subject to his achievement of performance criteria established by the Compensation Committee. The bonus is payable at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The actual bonus payout is determined by the Compensation Committee after consultation with the Company’s Chief Executive Officer. In 2022, the performance criteria were certified at 100%, and as a result, Mr. Dumont received a bonus of $5 million. See “— 2022 Executive Compensation Performance Criteria.” | |
Long-Term Incentive | 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 will vest ratably on each of the first three anniversaries of the grant 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 performance criteria for the 2022 RSU award were certified at 100%, and as a result, Mr. Dumont received an RSU award of $5 million. See “— 2022 Executive Compensation Performance Criteria.” On December 3, 2021, Mr. Dumont received options to purchase 1,500,000 shares of our Common Stock that vest annually over three years, subject to the satisfaction of certain performance objectives by December 31, 2022, which the Compensation Committee certified as of December 31, 2022. See “— Achievement of 2021 Performance Award.” The continued vesting of these options is subject to Mr. Dumont’s continued employment with the Company. | |
Personal Benefits* | Mr. Dumont is entitled to: • Security services and utilization of Company-owned jet aircraft for business and personal purposes, for the benefit of the Company at the Company’s expense, and pursuant to the advice of an independent security consultant and the approval of the Compensation Committee. • At his election, first class travel on commercial airlines for all business trips and first class hotel accommodations. • Mr. Dumont is eligible to receive an income tax gross up for the foregoing benefits if they are determined to be taxable income to him. The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Dumont is required to reimburse the Company in full for these services. Mr. Dumont participates in a group supplemental medical insurance program available to certain of our senior officers. |
LAS VEGAS SANDS 2023 Proxy Statement | 39 |
MR. HYZAK | ||
Employment Agreement Term | • Effective as of January 26, 2021 • Terminates on March 1, 2026 The Compensation Committee considered factors including Mr. Hyzak’s finance background and experience with the Company, as well as recommendations and advice from Korn Ferry, when approving his employment agreement, and, based on these factors and discussions with Korn Ferry, the Compensation Committee determined that the terms of Mr. Hyzak’s employment agreement were fair to the Company. | |
Salary | Mr. Hyzak’s base salary is $1,200,000, pursuant to his employment agreement. | |
Short-Term Incentive | Under his employment agreement, Mr. Hyzak has a target bonus opportunity of 125% of his base salary, or $1,500,000, subject to his achievement of performance criteria recommended by the Chief Executive Officer 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 Chief Executive Officer. In 2022, the performance criteria were certified at 100%, and as a result, Mr. Hyzak received a bonus of $1.5 million. See “— 2022 Executive Compensation Performance Criteria.” | |
Long-Term Incentive | 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 employment agreement. These initial RSUs 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. Under his employment agreement, Mr. Hyzak has a target annual The performance criteria for the 2022 RSU award were certified at 100%, and as a result, Mr. Hyzak received an RSU award of $1.5 million. See “— 2022 Executive Compensation Performance Criteria.” On December 3, 2021, Mr. Hyzak received options to purchase 500,000 shares of our Common Stock that vest annually over three years, subject to the satisfaction of certain performance objectives by December 31, 2022, which the Compensation Committee certified as of December 31, 2022. See “— Achievement of 2021 Performance Award.” The vesting of these options is subject to Mr. Hyzak’s continued employment with the Company. | |
Personal Benefits* | The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Hyzak is required to reimburse the Company in full for these services. Mr. Hyzak participates in a group supplemental medical insurance program available to certain of our senior officers. |
40 | LAS VEGAS SANDS 2023 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS
MR. HUDSON | ||
Employment Agreement Term | • Originally effective as of September 30, 2019 • Amended effective March 1, 2021 • Terminates on March 1, 2026 The Compensation Committee considered factors including Mr. Hudson’s extensive legal background and experience, as well as recommendations and advice from Korn Ferry, when approving his amended employment agreement, and, based on these factors and discussions with Korn Ferry, the Compensation Committee determined that the terms of Mr. Hudson’s amended employment agreement were fair to the Company. | |
Salary | Mr. Hudson’s base salary is $1,100,000, pursuant to his amended employment agreement. | |
Short-Term Incentive | Under his amended employment agreement, Mr. Hudson has a target bonus opportunity of 125% of his base salary, or $1,375,000, subject to his achievement of performance criteria recommended by the Chief Executive Officer 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 Chief Executive Officer. In 2022, the performance criteria were certified at 100%, and as a result, Mr. Hudson received a bonus of $1.38 million. See “— 2022 Executive Compensation Performance Criteria.” | |
Long-Term Incentive | Mr. Hudson received a one-time initial award of RSUs in an amount equal to 125% of his base salary, or $1,375,000, in connection with his employment agreement. These initial RSUs 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. Under his amended employment agreement, Mr. Hudson has a target annual equity award opportunity equal to 125% of his base salary, or $1,375,000, subject to his achievement of performance criteria established by the Compensation Committee. The annual equity award will be granted at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The annual equity award will be paid in the form of RSUs that will vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. The performance criteria for the 2022 RSU award were certified at 100%, and as a result, Mr. Hudson received an RSU award of $1.38 million. See “— 2022 Executive Compensation Performance Criteria.” On December 3, 2021, Mr. Hudson received options to purchase 500,000 shares of our Common Stock that vest annually over three years, subject to the satisfaction of certain performance objectives by December 31, 2022, which the Compensation Committee certified as of December 31, 2022. See “— Achievement of 2021 Performance Award.” The vesting of these options is subject to Mr. Hudson’s continued employment with the Company. | |
Personal Benefits* | The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Hudson is required to reimburse the Company in full for these services. Mr. Hudson participates in a group supplemental medical insurance program available to certain of our senior officers. |
* | Personal Benefits: |
• |
|
Under his employment agreement, Mr. Adelson is entitled to a specified aggregate target grant value of his equity incentive awards as the Company achieves higher annualized six-month EBITDA levels. Mr. Adelson is entitled to receive equity incentive awards with a total value of $3,650,000 because the Company, prior to 2012, had achieved more than $1 billion of annualized six-month EBITDA.
• | For more information, see footnote (3) to the 2022 Summary Compensation Table under “Executive Compensation and Other Information.” |
The value of Mr. Adelson’s 2015 stock option award opportunity was $1,825,000 (one half of the total equity incentive award of $3,650,000). Accordingly, on February 4, 2015, Mr. Adelson received a grant of options to purchase 149,712 shares of our Common Stock, based on the Black-Scholes value of the stock option award on the grant date.
LAS VEGAS SANDS 2023 Proxy Statement | 41 |
Mr. Adelson’s target grant value for his 2015 restricted stock award (relating to his 2014 performance) was $1,825,000 (one half of the total equity incentive award of $3,650,000). As previously disclosed, in 2014, the Company achieved 93.5% of the performance target described above relating to the award of restricted stock. Accordingly, on February 4, 2015, Mr. Adelson was awarded a grant of 22,167 shares of restricted stock in respect of his 2014 performance.
Mr. Raphaelson. On February 18, 2016, Mr. Raphaelson received a grant of 150,000 stock options pursuant to his 2016 Employment Agreement.
Mr. Markantonis. On March 30, 2015, Mr. Markantonis received a grant of 100,000 stock options pursuant to his employment agreement.
Mr. Quartieri. Mr. Quartieri’s outstanding stock options and shares of restricted stock were forfeited upon his resignation from the Company in November 2015.
For more information about equity incentive awards, see “— Executive Compensation Related Policies and Practices — Grant Practices for Stock Options, Restricted Stock and Restricted Stock Units” and “Executive Compensation and Other Information — Employment Agreements.” Grants made during 2015 are included in the Grants of Plan-Based Awards Table.
Personal Benefits
Mr. Adelson is entitled to be reimbursed up to $100,000 annually for personal legal and financial planning fees and expenses under his employment agreement. Mr. Adelson also is entitled during the term of his employment to the full-time and exclusive use of an automobile and a driver of his choice and to the use of a Boeing Business Jet for his travel in connection with Company business. Pursuant to his employment agreement and the advice of an independent security consultant, Mr. Adelson also is entitled to security services for himself, his wife and minor children. The Company has received reports from its independent security consultant on the need to provide security coverage to Mr. Adelson and his family, most recently in April 2015.
Under Mr. Goldstein’s employment agreement, the Company will make a jet aircraft available for business and personal use and Mr. Goldstein may bring immediate family members with him on these trips. He also is entitled, at his election, to first class travel on commercial airlines for all business trips and to first class hotel accommodations. The Company also provides Mr. Goldstein with a country club membership. Mr. Goldstein reimburses the Company in full for any personal use of this membership.
The Company provides certain of its named executive officers with access to corporate memberships at country clubs for business purposes. The Company requires these executives to reimburse it in full for personal use of these facilities. The Company also permits the personal use by Messrs. Adelson, Goldstein, Raphaelson and Markantonis of Company personnel, facilities and services on a limited basis and subject to the receipt of the appropriate approvals. The Company requires that these executives reimburse it in full for these services. The Company does not permit personal use of corporate aircraft by its executive officers, except for Mr. Goldstein as described above. On certain occasions, an executive officer’s spouse or other immediate family member has accompanied the executive officer on business-related flights on aircraft that we own or lease or provide pursuant to time sharing agreements.
Messrs. Adelson, Goldstein, Raphaelson, Markantonis and Quartieri (prior to his resignation) also participate in a group supplemental medical insurance program available only to certain of our senior officers. Our executive officers, as well as certain other employees, are also entitled to use workout facilities at the Canyon Ranch Spa at The Venetian Resort Hotel Casino and The Palazzo Resort Hotel Casino in Las Vegas and to receive dry cleaning services. We also provide certain of our executive officers with home computers, and with meals, lodging, limousines and other goods and services from our properties. Our executive officers are entitled to receive other employee benefits generally made available to our employees.
The Compensation Committee believes that providing these benefits to our executives is appropriate, given the status in our Company of these individuals, and helps facilitate our executives’ performance of their duties.
For more information, see footnote (3) to the Summary Compensation Table under “Executive Compensation and Other Information.”
Change in Control and Termination Payments
The employment agreements with Messrs. Adelson,Mr. Goldstein, RaphaelsonMr. Dumont, Mr. Hyzak and MarkantonisMr. Hudson provide for payments and the continuation of benefits upon certain terminations of employment, or if there isincluding upon certain terminations of employment within two years following a change in control of the Company. These provisions were based on individual negotiations with these named executive officers. Mr. Goldstein’s employment agreement provides that he may voluntarily terminate his employment agreement upon 30 days’ notice, which may not be effective for twelve months following the change in control. Under his 2016 Employment Agreement, Mr. Raphaelson may terminate his 2016 Employment Agreement on the 12-month anniversary of a change in control, upon 90 days’ notice. In addition, the employment agreements with Messrs. Adelson,Mr. Goldstein, RaphaelsonMr. Dumont, Mr. Hyzak and MarkantonisMr. Hudson include restrictive covenants relating to future employment. The Compensation Committee believed thebelieves that eligibility to receive post-termination payments were necessaryprovides 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 orderthe best interests of our stockholders rather than to enable usseek new employment opportunities.
Under their employment agreements, if any payments to provide a competitive compensation package so that we could retain theseour named executive officers.
If any payment to Mr. Adelson pursuant to his employment agreement isofficers are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Code”“Code”), the paymentpayments that isare considered ato be “parachute payment”payments” will be limited to the greatest amount that can be paid under Section 280G 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 himthem (as defined in histheir employment agreement) exceeds the net after-tax benefit if the reduction were not made.
The Company’sOur Amended and Restated 2004 Equity Award Plan was originally established in 2004.2004 and amended most recently in 2019. 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 underupon certain change in control and terminations of employment (including following a change in control) are described below under “Executive Compensation and Other Information — Potential Payments Upon Termination or Change in Control.”
Tax and Accounting Considerations Relating to Executive Compensation— TAX AND ACCOUNTING CONSIDERATIONS RELATING TO EXECUTIVE COMPENSATION
Section 162(m) of theThe Internal Revenue Code
The Compensation Committee’s general policyCommittee takes into account multiple considerations when determining the components of our executive compensation program, including the tax-deductibility of compensation. The Compensation Committee maintains the flexibility to pay non-deductible incentive compensation if it determines that doing so is that compensation should qualify as tax deductible toin the best interest of the Company for federal income tax purposes whenever possible. Under and our stockholders.
Section 162(m) of the Code generally limits the tax deductibility of compensation paid to certain membersany of senior management (other than our principal financial officer)executive officers who are subject to Section 162(m) (our “Covered Employees”), including our named executive officers, to $1 million during any fiscal year. Since 2018, when the most commonly used exception to the $1 million deduction limit, the “performance-based compensation” exception, was eliminated, the compensation paid to our Covered Employees, including our named executive officers, in excess of $1 million per year is not deductible unless the compensation is “performance-based” as described in the regulations under Section 162(m). Compensation is generally “performance-based” ifnondeductible, whether or not it is determined using pre-established objective formulas and criteria approved by stockholders within the past five years. Annual bonus awards under our Executive Cash Incentive Plan (and Mr. Adelson’s base and annual supplemental bonus awards) generally are designed to maximize tax deductibility by satisfying the performance-based compensation exception to Section 162(m). The maximum amount payable to a participant under the Executive Cash Incentive Plan in respector paid before or after any termination of an annual bonus award that is intended to qualify for the performance-based compensation exception to Section 162(m) is $10.0 million. In addition, awards under the 2004 Equity Award Plan also may satisfy the performance-based compensation exception to Section 162(m). The performance-based provisions of the Executive Cash Incentive Plan relating to the Compensation Committee’s discretion in selecting and applying performance criteria for purposes of granting and vesting awards intended to qualify as performance-based compensation for purposes of Section 162(m) were amended on April 22, 2013 to conform to the performance-based provisions of our 2004 Equity Award Plan. The performance-based provisions of our 2004 Equity Award Plan and Executive Cash Incentive Plan were approved by our stockholders at the 2013 annual meeting of stockholders. Changes in applicable tax laws and regulations as well as factors beyond the control of the Compensation Committee can adversely impact the deductibility of compensation paid to our executive officers who are covered by Section 162(m).employment.
The Compensation Committee believes that mathematical formulas cannot always anticipate and fairly address every situation that might arise. The Compensation Committee therefore retains the authority to adjust compensation in the case of unexpected, unusual or non-recurring events or to attract and retain key executive talent, even if this results in the payment of non-deductible compensation or to otherwise award or pay non-deductible compensation if the Compensation Committee deems it in the best interests of the Company and its
42 | LAS VEGAS SANDS 2023 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS
stockholders to do so. For example, during 2015, the Compensation Committee approved Mr. Markantonis’s employment agreement, which provides for an annual base salary in excess of $1 million. During 2016, the Compensation Committee approved Mr. Raphaelson’s 2016 Employment Agreement, which is retroactive to November 1, 2015 and provides for an annual base salary in excess of $1 million and a bonus that is based upon his achievement of personal performance goals approved by the Chief Executive Officer and established by the Compensation Committee. The Compensation Committee believed these compensation decisions were necessary, appropriate and in the best interests of the Company and enabled the Company to retain the services of the core members of its executive team.
Executive Compensation Related Policies and Practices
— EXECUTIVE COMPENSATION RELATED POLICIES AND PRACTICES
Policies Regarding Stock Ownership and Hedging the Economic Risk of Stock Ownership
The Company believes thatWe believe the number of shares of the Company’sour Common Stock owned by each nameddirector and executive officer is a personal decision and encouragesdecision. We encourage stock ownership, including through the compensation policies applicable to its namedour executive officers. Accordingly, the Company haswe have not adopted a policy requiring its namedour executive officers to hold a portionminimum amount of their stockour Common Stock during their employment at the Company. Additionally, our non-employee directors are not permitted to sell any equity received from the Company as compensation for their services while they remain on our Board.
Under our securities trading policy, our executive officers, directors and employeesTeam Members are not permitted to purchasehold our Common Stock onin a margin account or pledge our Common Stock for a loan, sell our Common Stock short, or buy or sell puts, calls or other derivative instruments relating to our Common Stock. Although we discourage speculativeStock or enter into hedging or monetization transactions we do permit long-term hedging transactions that are designed to protect an individual’s investment ininvolving our Common Stock provided thatStock.
Forfeiture of Improperly Received Compensation Policy
Our Board has adopted a forfeiture of improperly received compensation policy (the “Policy”), which applies to all Team Members of the hedgeCompany and its affiliates eligible to receive a bonus, incentive or equity award based in whole or in part on financial performance measures. The Policy applies whenever (1) there is a restatement (as such term is defined in the Policy) and it results in a revision to one or more performance measures used to determine an annual bonus or other incentive or equity-based compensation paid or awarded to a Team Member in respect of the period(s) to which the restatement relates (the “relevant period”), (2) the relevant period commenced not more than three years prior to the time at which the need for at least six monthsthe restatement is identified, (3) such revision results in durationa reduction in the amount or value of such bonus or other incentive or equity-based compensation and relates to stock(4) such restatement is, in whole or options heldin part, caused by the individual.Team Member’s misconduct (“Misconduct,” as such term is defined in the Policy). Our Board, or a designated Committee, may in its discretion require repayment and forfeiture of all or a portion of any bonus or incentive or equity-based compensation awarded to or received or earned by such Team Member in respect of the relevant period, generally to the extent such bonus or incentive or equity-based compensation exceeds the amount that would have been awarded, received or earned based on the revised performance measures. Whether a Team Member has engaged in Misconduct and the amount or value to be repaid and forfeited shall be determined at the sole discretion of our Board or a designated Committee.
Grant Practices for Stock Options, Restricted Stock and Restricted Stock Units
Mr. Adelson’s employment agreement provides that grants of stock options are to be made by March 15 of the year to which the grant relates. As discussed above, on February 4, 2015, the Company granted Mr. Adelson stock options for the 2015 calendar year. Grants of restricted stock to Mr. Adelson are to be made by March 15 following the year to which the award relates, provided that the performance goals for the prior year have been achieved. For the reasons described above under “— Elements of Executive Officer Compensation and Why We Chose to Pay Each Element — Long-term Incentives (Equity Awards),” on February 4, 2015, the Company granted Mr. Adelson shares of restricted stock in respect of his 2014 performance.
Grants of stock options, restricted stock and restricted stock units under our Amended and Restated 2004 Equity Award Plan are approved by the Compensation Committee or, for certain Team Members who are not directors or executive officers of the Company, approved jointly by our Chief Executive Officer and our President and Chief Operating Officer pursuant to a specific delegation of authority from the Compensation Committee. Each member of the Compensation Committee is an independent director, a non-employee director within the meaning of Rule 16b-3 under the Exchange Act and an outside director within the meaning of Section 162(m). The equity grants made to Messrs. Adelson and Markantonis during 2015 and to Mr. Raphaelson in February 2016 were effective as of their respective grant dates, which were the dates of Compensation Committee approval. 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.
— ADVISORY VOTE ON EXECUTIVE COMPENSATION
At our 2022 Annual Meeting, our stockholders provided an advisory (non-binding) vote on the fiscal 2021 compensation of our named executive officers, which we refer to as the “say-on-pay” vote. The compensation of our named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC (including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in the proxy statement) was approved, with more than 65% of the votes cast voting “for” approval of the “say-on-pay” proposal.
The Compensation Committee acknowledges the lower than desired results of the “say-on-pay” vote in 2022 and the previous three years and, as a result, we are continuing to dialogue with our stockholders on this important issue. Specifically, during 2022, we engaged with representatives of the majority of our largest institutional stockholders to discuss specific concerns and solicit feedback in a number of areas, including our executive compensation structure. We value this important dialogue with stockholders on our executive compensation program design and we considered that feedback as the Compensation Committee determined the short- and long-term incentive criteria for 2023. We will continue to solicit input during 2023 from stockholders and will present the results of these discussions to our Compensation Committee. For additional details on the breadth of our stockholder engagement efforts during 2022, see “Stockholder Engagement”.
LAS VEGAS SANDS 2023 Proxy Statement | 43 |
We look forward to continuing the important and valuable dialogue with our stockholders regarding our executive compensation program structure and design.
— THE COMMITTEE’S COMPENSATION CONSULTANTS
For 2022, the Compensation Committee retained AETHOS Consulting Group (“AETHOS”) and Korn Ferry as its independent compensation consultants. AETHOS and Korn Ferry provided their advice on an as-needed basis upon the request of the Compensation Committee.
The Compensation Committee determined each of AETHOS and 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 each of AETHOS and Korn Ferry, and concluded no conflict of interest exists that would prevent AETHOS or Korn Ferry from independently advising the Compensation Committee.
Additionally, in early 2021, the Compensation Committee retained Korn Ferry to provide updated benchmarking with respect to the appropriate level of compensation for our executive officers, as well as recommendations and advice with respect to our execution of new or amended employment agreements with each of 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 two peer groups. The primary group (our “Primary Peer Group”) includes companies in the hospitality industry that compete with us for the same executive-level talent and are of similar size, complexity and scope and share other characteristics with us. The secondary group (our “Secondary Peer Group”) consists of a broader market group of companies that are included in FORTUNE magazine’s “World’s Most Admired Companies” list, meet specified size parameters, and earn approximately 50% or more of their revenues outside of the United States. Developing a Primary Peer Group and Secondary Peer Group allowed us to develop a broad set of comparables for Mr. Goldstein and Mr. Hyzak and a combined set of comparables for Mr. Dumont and Mr. Hudson (positions for which there were fewer publicly-disclosed direct matches than for the CEO and CFO positions).
Primary Peer Group
• Paramount Global | • Hilton Worldwide Holdings Inc. | |
• Starbucks Corporation | • Yum China Holdings, Inc. | |
• McDonald’s Corporation | • Caesars Entertainment, Inc. | |
• Marriott International, Inc. | • Wynn Resorts, Limited | |
• MGM Resorts International | • Norwegian Cruise Line Holdings Ltd. | |
• Carnival Corporation & plc | • Penn Entertainment, Inc | |
• Live Nation Entertainment, Inc. | • Hyatt Hotels Corporation | |
• Royal Caribbean Cruises Ltd. | • Travel + Leisure Co. |
Secondary Peer Group
• Nike, Inc. | • Newmont Corporation | |
• 3M Company | • Lam Research Corporation | |
• Hewlett Packard Enterprise Company | • Yum China Holdings, Inc.* | |
• Mondelēz International, Inc. | • Fortive Corporation | |
• McDonald’s Corporation* | • Wynn Resorts, Limited* | |
• Qualcomm Incorporated | • Activision Blizzard, Inc. | |
• Colgate-Palmolive Company | • Yum! Brands, Inc. | |
• The Estée Lauder Companies Inc. | • Electronic Arts Inc. |
* | Indicates that the company is also included in the Primary Peer Group. |
44 | LAS VEGAS SANDS 2023 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS
To assess the competitiveness of our executive compensation program, the Compensation Committee analyzed compensation data obtained from the Primary and Secondary Peer Group proxy materials. 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. As part of its assessment, the Compensation Committee determined that the current level of compensation for our executive officers was generally fair, based on a comparison of the total direct compensation provided to our executive officers against the total direct compensation provided by our peers to similarly-situated executives, especially with respect to the long-term incentive component of compensation. For purposes of updating our executive compensation programs, in order to retain and motivate our executive team, the Compensation Committee generally compared the target total direct compensation of each of our executive officers in relation to the 75th percentile of our peer companies for similar positions, with actual target total direct compensation recommendations ranging from the 50th to the 92nd percentile after consideration of various factors, including our performance relative to our peers, the unique characteristics of the Company and the individual executive’s position, and succession planning and retention considerations.
LAS VEGAS SANDS 2023 Proxy Statement | 45 |
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis contained in this Proxy Statement with management and, based on the review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included by reference in the Company’s Annual Report on Form 10-K and this Proxy Statement.
Steven L. Gerard, Chair (as of January 29, 2015)
Micheline Chau, Chair
Charles A. KoppelmanLewis Kramer
David F. Levi
The foregoing Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except to the extent the Company specifically incorporates this report by reference therein.
46 | LAS VEGAS SANDS 2023 Proxy Statement |
AMENDMENT TO THE COMPANY’S EXECUTIVE CASH INCENTIVE PLAN
On April 19, 2016, the Compensation Committee approved the following amendment to the definition of “Performance Period” in the Company’s Executive Cash Incentive Plan (changes in italics):
“Performance Period” means the period during which performance is measured to determine the level of attainment of a Bonus Award, which shall be the fiscal year of the Companyor such other period as may be determined by the Committee.”
The Executive Cash Incentive Plan is a stockholder-approved performance bonus plan that is designed to comply with the “performance-based exception” to the compensation deduction limitation of Section 162(m) of the Internal Revenue Code and the regulations promulgated thereunder (“Section 162(m)”). As amended, the Executive Cash Incentive Plan will provide more flexibility to the Compensation Committee in structuring the annual cash bonus program for the Company’s senior executives, by permitting it to use performance periods that are not necessarily tied to the Company’s fiscal year. The Company intends to use a nine-month performance period for determining performance-based bonus eligibility under the Executive Cash Incentive Plan (and also under the Management Incentive Plan for its other employees) for 2016 and may use a performance period other than the Company’s fiscal year in the future if the Compensation Committee determines it is in the Company’s best interests to do so.
The Executive Cash Incentive Plan provides that the Compensation Committee will designate the officers and other key executives, including executive officers whose compensation may be subject to the provisions of Section 162(m) (whom we refer to as our “Section 162(m) executive officers”), who will be eligible for awards for the performance period during which performance is measured. Pursuant to the Executive Cash Incentive Plan, the Compensation Committee will establish for each performance period a maximum award, and, if the Compensation Committee so determines, a target and/or threshold award, and goals relating to the Company and/or its subsidiaries, divisions, departments, and/or functional performance for each participant, or “performance goals.” The Compensation Committee also will make these determinations with respect to our Section 162(m) executive officers. The Compensation Committee will communicate these performance goals to each participant prior to or during the applicable performance period. Participants will earn awards only upon the attainment of the applicable performance goals during the applicable performance period, as and to the extent established by the Compensation Committee. The performance goals will be based on attainment of specific levels of our performance and/or the performance of our subsidiaries, divisions or departments, as applicable and will be based on criteria set forth in the Executive Cash Incentive Plan.
As soon as practicable following the end of the applicable performance period, the Compensation Committee will certify the attainment of the performance goals and will calculate the award, if any, payable to each participant, including our Section 162(m) executive officers. Bonus awards will be paid in a lump sum cash payment as soon as practicable following the determination of the applicable amount by the Compensation Committee. The Compensation Committee retains the right to reduce any award, in its sole discretion. The maximum amount payable to a participant in respect of an annual bonus award that is intended to qualify for the “performance-based compensation” exception to Section 162(m) is $10.0 million.
The Compensation Committee may amend, suspend or terminate the Executive Cash Incentive Plan at any time, provided that no amendment may be made without the approval of stockholders if the effect of any such amendment would be to cause outstanding or pending awards that are intended to qualify for the “performance-based compensation” exception to Section 162(m) to cease to qualify for this exception.
Other than with respect to the cash bonuses that may be earned by our executive officers pursuant to their employment agreements if certain performance criteria are met, awards under the Executive Cash Incentive Plan will be determined by the Compensation Committee in its sole discretion and it is, therefore, not possible to predict the awards that will be made in the future under the Executive Cash Incentive Plan. See “Executive Compensation and Other Information — Employment Agreements” for a description of the material terms and conditions relating to compensation in the employment agreements for our executive officers.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
— 2022 SUMMARY COMPENSATION TABLE
The following table provides information regarding compensation for the years indicated for our Chief Executive Officer and each of our other three highest paidnamed executive officers serving as such at December 31, 2015, and our former principal financial officer.
2015 Summary Compensation Tableofficers:
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation(3) ($) | Total ($) | ||||||||||||||||||||||||
Sheldon G. Adelson | 2015 | $ | 1,000,000 | — | $ | 1,228,273 | $ | 1,825,000 | $ | 4,785,035 | $ | 3,351,162 | $ | 12,189,470 | ||||||||||||||||||
Chairman of the Board, Chief Executive Officer and Treasurer |
| 2014 2013 |
| $ $ | 1,000,000 1,000,000 |
|
| — — |
| $ $ | 1,825,000 912,500 |
| $ $ | 1,825,000 1,825,000 |
| $ $ | 3,712,026 6,688,741 |
| $ $ | 3,629,698 3,577,640 |
| $ $ | 11,991,724 14,003,881 |
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Robert G. Goldstein | 2015 | $ | 3,250,000 | — | — | — | $ | 3,250,000 | $ | 3,589,031 | $ | 10,089,031 | ||||||||||||||||||||
President and Chief Operating Officer |
| 2014 2013 |
| $ $ | 1,500,000 1,500,000 |
|
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| — — |
| $
| 45,045,000 — |
| $ $ | 1,450,500 1,569,000 |
| $ $ | 656,790 449,621 |
| $ $ | 48,652,290 3,518,621 |
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Ira H. Raphaelson | 2015 | $ | 1,538,462 | — | — | — | $ | 1,750,000 | $ | 213,410 | $ | 3,501,872 | ||||||||||||||||||||
Executive Vice President, Global General Counsel and Secretary | ||||||||||||||||||||||||||||||||
George M. Markantonis(4) | 2015 | $ | 863,077 | — | — | $ | 1,137,000 | $ | 666,369 | $ | 50,370 | $ | 2,716,816 | |||||||||||||||||||
President and Chief Operating Officer, The Venetian/The Palazzo and Sands Expo & Convention Center | ||||||||||||||||||||||||||||||||
Michael A. Quartieri(5) | 2015 | $ | 473,077 | — | — | — | $ | 221,413 | $ | 47,875 | $ | 742,365 | ||||||||||||||||||||
Former Senior Vice President, Chief Accounting Officer and Global Controller (former principal financial officer) |
| 2014 2013 |
| $ $ | 475,000 401,081 |
|
| — — |
| $ | — 559,800 |
| $ | — 353,400 |
| $ $ | 229,663 215,235 |
| $ $ | 1,324 1,384 |
| $ $ | 705,987 1,530,900 |
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NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS(1) ($) | OPTION AWARDS(2) ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(3) ($) | ALL OTHER COMPENSATION(4) ($) | TOTAL ($) | ||||||||||||||||||||||||||||||||
Robert G. Goldstein(5) Chairman of | 2022 | $ | 3,000,000 | $ | — | $ | — | $ | — | $ | 6,000,000 | $ | 2,410,263 | $ | 11,410,263 | |||||||||||||||||||||||||
2021 | $ | 3,150,000 | $ | — | $ | 8,964,000 | $ | 17,220,000 | $ | — | $ | 1,870,900 | $ | 31,204,900 | ||||||||||||||||||||||||||
2020 | $ | 4,500,000 | $ | — | $ | — | $ | — | $ | — | $ | 1,356,066 | $ | 5,856,066 | ||||||||||||||||||||||||||
Patrick Dumont(6) President and | 2022 | $ | 2,500,000 | $ | — | $ | — | $ | — | $ | 5,000,000 | $ | 4,123,680 | $ | 11,623,680 | |||||||||||||||||||||||||
2021 | $ | 2,370,000 | $ | — | $ | 5,000,000 | $ | 12,915,000 | $ | — | $ | 2,169,342 | $ | 22,454,342 | ||||||||||||||||||||||||||
2020 | $ | 1,200,000 | $ | — | $ | — | $ | — | $ | — | $ | 4,003 | $ | 1,204,003 | ||||||||||||||||||||||||||
Randy Hyzak(7) Executive Vice | 2022 | $ | 1,200,000 | $ | — | $ | — | $ | — | $ | 1,500,000 | $ | 26,692 | $ | 2,726,692 | |||||||||||||||||||||||||
2021 | $ | 1,166,000 | $ | — | $ | 1,499,976 | $ | 4,305,000 | $ | — | $ | 43,024 | $ | 7,014,000 | ||||||||||||||||||||||||||
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D. Zachary Hudson Executive Vice President, | 2022 | $ | 1,100,000 | $ | — | $ | — | $ | — | $ | 1,375,000 | $ | 77,780 | $ | 2,552,780 | |||||||||||||||||||||||||
2021 | $ | 1,071,154 | $ | — | $ | 1,374,958 | $ | 4,305,000 | $ | — | $ | 66,280 | $ | 6,817,392 | ||||||||||||||||||||||||||
2020 | $ | 894,100 | $ | — | $ | — | $ | — | $ | — | $ | 36,031 | $ | 930,131 |
(1) | The amounts in this column |
(2) | The amounts in this column |
(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.” Due to the material negative impact that the COVID-19 Pandemic had on our operating results in 2020 and 2021, our named executive officers did not receive short-term performance-based cash incentives under our Executive Cash Incentive Plan in respect of performance in 2020 or 2021. |
(4) | Amounts included in “All Other Compensation” for |
(5) | Prior to the passing of Mr. Adelson, Mr. Goldstein was appointed to Acting Chairman and Acting Chief Executive Officer on January 7, 2021 and subsequent to Mr. Adelson’s passing became Chairman and Chief Executive Officer on January 26, 2021. Prior to Mr. Goldstein’s appointment, he served as President and Chief Operating Officer. Upon the effectiveness of Mr. Goldstein’s appointment as Chairman and Chief Executive Officer, his annual base salary was decreased from $4.5 million to $3.0 million. |
(6) | Mr. Dumont became President and Chief Operating Officer on January 26, 2021. Prior to Mr. Dumont’s appointment, he served as Executive Vice President and Chief Financial Officer. Upon the effectiveness of Mr. Dumont’s appointment as President and Chief Operating Officer, his annual base salary was increased from $1.2 million to $2.5 million. |
(7) | Mr. Hyzak became Executive Vice President and Chief Financial Officer on January 26, 2021. |
All Other Compensation