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NOTICE OF 2022
2023 ANNUAL MEETING & PROXY STATEMENT ANNUAL
MAY 12, 202211, 2023 11:00 A.M.
PACIFIC TIME
LETTER FROM
THE CHAIRMAN
“Our operating resultsWe have operated over the past three years in 2021 were negatively impacted once againa difficult environment presented by the challengesreduction 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 COVID-19 Pandemic. We remain confident thateasing of travel restrictions in April 2022, a robust recovery in travel and tourism spending in our markets will occur and look forward to welcoming more visitors to our resorts as the impact of the pandemic abates. In the meantime, our principal focus remains the safety and well-being of our Team Members and patrons, and providing support for the communities in which we operate.
Despite the challenges that impacted our operating results in 2021, our scale and financial strength allowed us to continue our capital investment programs in support of Macao’s diversification and long-term development objectives. We have substantially completed our investment in The Londoner Macao, which enhances the offerings of our industry-leading Macao property portfolio. We have also embarked on aSingapore has occurred. Our ongoing $1 billion renovation ofprogram at Marina Bay Sands in Singapore, which will meaningfully enhance and expand our premium suite offerings.and luxury tourism offerings in the years ahead. In addition, we look forward to beginningaccelerating the development and construction on the expansion ofprocess to expand our market-leading Integrated Resort in Singapore.Singapore, in order to enhance the business and leisure tourism appeal of Singapore and provide a platform for strong growth in the years ahead.
The 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.”
You are cordially invited to attend the 20222023 Annual Meeting of stockholders of Las Vegas Sands Corp. (the “Company”),
which will be held online on May 12, 202211, 2023 at 11:00 a.m. 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, while also supporting public health and safety during the COVID-19 Pandemic.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 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”) 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
“I am proud of our Company’s achievements during another challenging year. Looking forward to 2022 and beyond, we will continue to work tirelessly for our stockholders in the execution of our strategies and greatly appreciate your support.”
March 30, 2022.31, 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 March 30, 2022.31, 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 your shares be represented at the meeting. Please follow the instructions in the Notice and vote as soon as possible.
Yours sincerely,
ROBERT G. GOLDSTEIN
Chairman of the Board and
Chief Executive Officer
March 30, 202231, 2023
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MAY 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,
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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
1. to elect
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
By Order of the Board,
D. Zachary Hudson Executive Vice President, Global General Counsel and Secretary March
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Stockholders of record at the close of business on March |
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: |
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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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— 2021: MANAGING THROUGH2022: A CHALLENGING 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 COVID-19 Pandemic continued to have a material negative impact on our operating resultskey operational and strategic objectives in 2021. Additionally, with2022 included the passing of our Chairman and Chief Executive Officer, Sheldon G. Adelson, the Company completed a leadership transition. Nonetheless, we were able to successfully navigate the challenges facing the Company:following:
• | Prepared our operations for travel and tourism spending recovery |
We achieved positiveAs 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 foursecond, third and fourth quarters of 2021,2022. Our ability to achieve that pace of recovery required considerable planning, preparation, adaptation and execution across our MBS operations. Of equal importance in both2022 was our executive team’s preparation for the return of travel and tourism spending in Macao and Singapore operations.during 2023.
• | Continued capital investment in our most important markets |
We openedIn 2022, we completed The Londoner Macao, Hotel and Londoner Court as major steps in transitioning the Sands Cotai Central into The Londoner Macao, and added extensive thematic elements both internally and externally. This significantly enhancesenhancing the positioning of our Macao property portfolio ahead of the anticipated recovery in travel and tourism spending.
We also began the ~$1.0 billion renovation of Marina Bay Sands, which will introduce new world-class suites and substantially upgrade the overall guest experience for premium customers. This project is in addition to our previously announced plans for the expansion of Marina Bay Sands.
Although we cannot predict with certainty the timing and paceanticipation of the recovery in travel and tourism spending acrossin 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 markets, we believe the impactLas Vegas operations and assets for an aggregate purchase price of the COVID-19 Pandemic on travel patterns is temporary and that underlying demand for$6.25 billion was central to our product is strong.
In the process of managing throughstrategy to enhance liquidity during the challenging operating environment in 2021,that we focused on a number of strategic initiativesexperienced over the last three years. Proceeds from the sale enhanced our balance sheet strength and above our day-to-day focus onliquidity as we prepared our operations our opportunities for growththe recovery of travel and our financial strength. These included the following:
1. Our commitmenttourism spending in Asia and allowed us to stockholders: listening and responding
In 2021, we undertook an extensive program of virtual meetings with stakeholderscontinue to discuss the operations and strategy of the Company. We also engaged in extensive dialogue with a wide range of investors on the issues of corporate responsibility, 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.
The following governance and corporate responsibility issues were identified by our investors as the most important to our investors in 2021, and we took decisive action to respond to the issues identifiedinvest meaningfully in our dialogue with our stockholders:Macao and Singapore markets as well as pursue future growth opportunities in new markets. The sale process was successfully concluded in February 2022.
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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.
No cash bonuses or annual equity grants were awarded to NEOs, consistent with our strong pay for performance culture.
3. 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 included ESG metrics for the first time.
4. A policy for the disclosure of political contributions should be established.
A Policy on Corporate Political Contributions and Expenditures was publicly disclosed and is available on our website.
5. The Board of Directors should continue to make recruitment of diverse directors a priority.
We added two female directors to the Board.
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• | Continued our award-winning Corporate Responsibility Program |
2. Leadership transition and succession planning
It was with great sadness that we announced the passing of our Chairman and Chief Executive Officer (CEO), Sheldon G. Adelson on January 11, 2021. The Board appointed Robert Goldstein to the position of Chairman and CEO. Mr. Goldstein has more than 25 years of senior leadership experience at Las Vegas Sands. The role of President and COO has been assumed by Patrick Dumont, previously our Chief Financial Officer (CFO). Randy Hyzak succeeded him in the CFO role, having previously served as our Chief Accounting Officer.
3. Our Corporate Responsibility Program
PEOPLE | COMMUNITIES | PLANET | ||
Be the employer of choice leading the hospitality and tourism industry in the regions we serve | 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:
One of only 12 companies in North America to be on the A List for both CDP Climate Change and Water Security
• | Named to the Dow Jones Sustainability Indices |
• | Continued disclosure to CDP, the gold standard of environmental reporting, earning A- scores for both CDP Climate Change and Water Security, reflecting leadership among hospitality companies in the U.S. and globally |
• | Global leader in sustainability, recognized by independent third parties on a regional and global level |
• | Recognized by Newsweek for the second consecutive year as one of America’s Most Responsible Companies |
• | 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 return 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.
2 | LAS VEGAS SANDS 2023 Proxy Statement |
Named to Fortune’s listing
The following governance and corporate responsibility issues were identified by our investors as areas of the “World’s Most Admired Companies”focus in 2022, for the sixth consecutive year2022:
Named to Forbes’ annual list of America’s Best-in-State Employers
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 |
4. Sale of Our Las Vegas Operating Properties
In 2021, we executed an agreement for the sale of our Las Vegas operations and assets for an aggregate purchase price of ~$6.25 billion (the sale was consummated in February 2022). Proceeds from the sale provided additional liquidity and balance sheet strength as we continue to invest in our Macao and Singapore markets and pursue future growth opportunities in new markets.
AGENDA AND VOTING RECOMMENDATIONS FOR THE 20222023 ANNUAL MEETING
PROPOSALS TO BE VOTED ON | BOARD VOTE | PAGE (FOR MORE DETAIL) | ||||
PROPOSAL 1 | Elect | FOR each nominee | ||||
PROPOSAL 2 | Ratify the appointment of our independent registered public accounting firm | FOR | ||||
PROPOSAL 3 | An advisory (non-binding) vote | FOR | ||||
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 |
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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 delivering 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: SIGNIFICANT EXTERNAL FACTORS INFLUENCING 2021RESPONSIBILITY AND ESG PROGRAMS
Throughout 2021,Our corporate responsibility and ESG programs are comprised of the COVID-19 Pandemic continued to have a significant impact around the world,following initiatives and we worked closely with our communities to respond to situations as they evolved. This included:
supporting public health initiatives by offering a series of vaccination clinics for Team Members and their families and vaccination education roadshows and seminars
in Macao, Sands China hosted and provided comprehensive support for the region’s three-day mass testing program
Sands China’s Sheraton Grand Macao continued serving as a medical observation hotel
in Singapore, Marina Bay Sands contributed S$100,000 to the Singapore Red Cross Society for medical equipment to address the worsening COVID-19 situation in India
Team Members assisted with temperature checks for special needs communities at Asian Woman’s Welfare Association (“AWWA”)
School and AWWA Early Intervention Centre in Singapore
policies:
✓ |
| ✓ | Code of Business Conduct and Ethics | |||
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| ✓ | 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.
PEOPLEPeople
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 aimstrive 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.
COMMUNITIESCommunities
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 focused on fosteringbuilding regional resilience through hardship relief, local business and partner development, and disaster response and preparedness, preservingpreparedness. We are also working to preserve cultural and natural heritage and advancingadvance educational opportunities for students, people with special needs and under-represented groups who face barriers to learning.
PLANET
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 green buildings, environmentally responsiblebuilding design and development, resort management and operations, and green meetings, events and events.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
Despite the operating challenges presented by the COVID-19 Pandemic, we continued to advance our sustainability and corporate social responsibility initiatives in 2021 including the following:
Implemented 14 electricity and water eco-efficiency projects throughout our resorts, which are expected to save more than 10.2 million kWh and 500,000 gallons of water
Sourced 100%, 23.7% and 6.4% of renewable energy through certificates and small onsite solar projects for The Venetian Resort Las Vegas, Marina Bay Sands and Sands China Ltd.’s electricity use, respectively
Engaged second cohort of three regional water organizations via the ‘Drop by Drop Project’ to support local water stewardship projects
Continued advancing food waste reduction initiatives at all locations globally
Expanded the Sands Cares Accelerator program to Asia by including a new member in Singapore
Contributed $7.5 million in cash and $300,000 in-kind in charitable giving and 54,548 Team Member volunteer hours in support of our communities.
Launched a six-month Fresh Food Program in partnership with Agape Connecting People that provides fresh produce packages twice per month to improve the nutrition of families in need across Singapore
Our global sustainability targets for 2021-2025 continue to beare aligned with United Nations Sustainable Development Goals (“SDGs”).SDGs. Our emissions reduction targets are approved by the Science Based Targets initiativeInitiative and are aligned with The Paris Agreement to limit global warming to well-below 2 degrees Celsius.
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CORPORATE RESPONSIBILITY OVERVIEW
Our 2025 ambitionstargets and 2022 performance for each of the Corporate Responsibility pillars, and our progress towards those targets, include:
• | People: $113 million invested in workforce development since 2021, with $56 million invested in 2022 |
People:2025 Target: $200 million investment in workforce development by 2025 to enable career progression for our Team Members and advancement of the talent pool in 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 |
Communities:2025 Target: 150,000 volunteer hours by 2025 contributed by our Team Members in support of the communitycommunities in the markets where we operate
• | 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 |
Planet: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”) and, the Sustainability Accounting Standards Board (“SASB”).
KEY COMPONENTS OF OUR CORPORATE RESPONSIBILITY AND and the TCFD. The information in our ESG PROGRAMS
Our corporate responsibilityReport and ESG programsany 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 comprised of the following initiatives and policies:intended to be inactive textual references only.
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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 manner that we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance framework include the following:
WHAT WE DO | WHAT WE DON’T DO | |||||||||||
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| Diversity of Directors.Female representation on our Board is |
| No | |||||||||
✓ | Annual Board and Committee Self-Evaluations. The Board and each committee annually conduct a comprehensive self-evaluation |
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✓ | 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. |
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✓ | Entirely Independent Committees. All of the members of our Audit, Compensation, Compliance and Nominating and Governance Committees are independent. |
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✓ | 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. |
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✓ | Detailed Disclosure of Political Contributions. In response to stockholder feedback, we adopted a Policy on Corporate Political Contributions and Expenditures and |
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During fiscal
• executive compensation • corporate responsibility, • board composition • Company strategy • operating performance,
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The Company has developed and implemented a history ofprogram to actively and transparently engagingengage with our stockholders. ThisThe 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 long-established investor outreach program designed to facilitate direct stockholder engagement and the solicitation of stockholder views and input, with a focus oninput. This includes engagement with portfolio managers and analysts with investment allocation responsibility. In recent years, that engagement has evolved to extend toresponsibility, as well as representatives that have specific responsibility for corporate governance and ESG matters at many of these institutions.
We continuously conduct an extensive global program of direct investor outreach through a combination of investor conferences, investor road-shows and one-on-one investor meetings, video conferences and video conferences.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 theall issues of importance to our stockholders.
In our interactions with stockholders in 2021, we proactively sought dialogue on our efforts within corporate responsibility, which includes the areas of environmental, social and governance issues impacting our operations.
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 in recent years. Having actively gathered stockholder feedback on the design and structure of our executive compensation programs, we completedthat has persisted despite a re-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 issueitem 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 recorded in 2022. Those 50 largest institutional investors represented approximately 75% of the 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 relation to named executive officer compensation was the one-time stock grants made as part of the named executive officer employment contracts in the beginning of 2021 that did not contain measurable performance criteria attached. We have made no further grants of that nature and have no plans to do so in the future.
LAS VEGAS SANDS 2023 Proxy Statement | 9 |
During 2022, we received feedback that long-term metrics should apply to long-term compensation and that long-term should reflect a period of at least three years to earn the award. We also received feedback on the size of our named 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 other matters of stockholder interest is fundamental to our relationship with our stockholders and 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.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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 March 14, 2022,13, 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 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;
• | each named executive officer; |
each of our directors; and
• | each of our directors; and |
all of our executive officers and directors, taken together.
• | all of our executive officers and directors, taken together. |
BENEFICIAL OWNERSHIP(1) | BENEFICIAL OWNERSHIP(1) | |||||||||||||||
NAME OF BENEFICIAL OWNER(2) | SHARES | PERCENT (%) | SHARES | PERCENT (%) | ||||||||||||
Dr. Miriam Adelson(3)(4) | 397,361,651 | 52.0 | % | 392,961,651 | 51.4 | % | ||||||||||
General Trust under the Sheldon G. Adelson 2007 Remainder Trust(3)(5) | 87,718,919 | 11.5 | % | 87,718,919 | 11.5 | % | ||||||||||
General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust(3)(6) | 87,718,918 | 11.5 | % | 87,718,918 | 11.5 | % | ||||||||||
Robert G. Goldstein(7) | 3,436,557 | * | 4,652,057 | * | ||||||||||||
Patrick Dumont(8) | 727,610 | * | 1,247,998 | * | ||||||||||||
Randy Hyzak(9) | 131,223 | * | 319,313 | * | ||||||||||||
David Z. Hudson(10) | 107,669 | * | 331,686 | * | ||||||||||||
Irwin Chafetz(3)(11) | 255,887,682 | 33.5 | % | 332,603,872 | 43.5 | % | ||||||||||
Micheline Chau(12) | 19,910 | * | 25,716 | * | ||||||||||||
Charles D. Forman(13) | 215,178 | * | 220,984 | * | ||||||||||||
George Jamieson(14) | 19,414 | * | ||||||||||||||
Nora M. Jordan(14) | 11,386 | * | ||||||||||||||
Nora M. Jordan(15) | 4,359 | * | ||||||||||||||
Lewis Kramer(15) | 26,193 | * | ||||||||||||||
Charles A. Koppelman(16) | 20,557 | * | ||||||||||||||
David F. Levi(16) | 27,598 | * | ||||||||||||||
Lewis Kramer(17) | 20,387 | * | ||||||||||||||
David F. Levi(18) | 21,792 | * | ||||||||||||||
All current executive officers and directors of our Company, taken together (12 persons)(19) | 4,807,955 | * | ||||||||||||||
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) | The address of each person named in this table is c/o Las Vegas Sands Corp., |
(3) | Dr. Miriam Adelson, Irwin Chafetz, the General Trust under the Sheldon G. Adelson 2007 Remainder Trust and the General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust constitute a “group” that, as of March |
LAS VEGAS SANDS 2023 Proxy Statement | 11 |
(4) | This amount includes (a) |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Dr. Adelson and her family members over which Dr. Adelson, as trustee, shares dispositive power, of which 2,208,548 of these shares, Dr. Adelson also shares voting control, (d) 66,502,900 shares of our Common Stock held by trusts for the benefit of Dr. Adelson’s family members over which Dr. Adelson, as trustee, retains sole dispositive power, (e) options to purchase 694,738 shares of our Common Stock held by a trust for the |
(5) | This amount includes 87,718,919 shares of our Common Stock held by the General Trust under the Sheldon G. Adelson 2007 Remainder Trust. |
(6) | 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. |
(7) | This amount includes (a) |
(8) | This amount includes (a) |
(9) | This amount includes (a) 8,283 |
(10) | This amount includes (a) |
(11) | This amount includes (a) |
(12) | This amount includes (a) |
(13) | This amount includes (a) |
(14) | This amount |
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(15) | This amount includes (a) 9,738 shares of our Common Stock held by Mr. Kramer, (b) options to purchase |
This amount includes (a) |
This amount includes (a) |
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| LAS VEGAS SANDS
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ABOUT THE BOARD
Our Board currently has eleveneight directors. The term of office of the current directors will expire at the 20222023 Annual Meeting. One of our current directors, George Jamieson, is retiring from our Board of Directors at the expiration of his term as of the 2022 Annual Meeting. Accordingly, he is not included as a nominee for election at the 2022 Annual Meeting. We thank Mr. Jamieson for his years of exemplary service on our Board of Directors.
Effective as of the Annual Meeting, our authorized number of directors will be reduced to ten. Stockholders are being asked to consider each of the following teneight nominees to serve as director until the 20232024 Annual Meeting and until their respective successor has been duly elected and qualified or until such director’s resignation, disqualification, death or removal: Robert G. Goldstein, Patrick Dumont, Irwin Chafetz, Micheline Chau, Patrick Dumont, Charles D. Forman, Robert G. Goldstein, Nora M. Jordan, Charles A. Koppelman, Lewis Kramer and David F. Levi and Yibing Mao.Levi.
Each of the nominees is a current director of the Company who has indicated they will serve if elected. We do not anticipate any of the nominees will be unable or unwilling to serve, if elected, but if that happens, it is the intention of the persons named in the proxies to select and cast their votes for the election of such other person or persons as the Board may designate.
Our current directors bring a variety of experiences and core competencies we believe are important to overseeing the strategic execution and risk management of our Company’s operations. The complexities of our Integrated Resort operations include five primary revenue categories, six operating segments and significant development and construction initiatives. Strict adherence to gaming and other regulations in various jurisdictions is essential. The ability to provide the appropriate oversight and risk assessment responsibilities is demonstrated in our directors’ professional careers, which include:
• | C-suite level positions at global |
– | gaming, hospitality and meetings, incentives, conventions and exhibitions (“MICE”); |
– | marketing and branding; and |
– |
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• | 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 select our directors because they are highly accomplished in their respective fields, insightful and inquisitive. We believe each of our directors possesses sound business judgment and is highly ethical. We consider a wide range of factors in determining the composition of our Board, including professional experience, skills, education, training, backgroundexpertise, race, ethnicity, gender, age and diversity.cultural background.
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| LAS VEGAS SANDS | 13
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BOARD OF DIRECTORS NOMINEES
COMPOSITION
SKILLS & EXPERTISE | The table below summarizes the key qualifications, skills and attributes of the Board. Our director nominees’ biographies describe each director’s background and relevant experience in more detail. |
QUALIFICATIONS, EXPERTISE & ATTRIBUTES | GOLDSTEIN | DUMONT | CHAFETZ | FORMAN | CHAU | JORDAN | LEVI | ||||||||||||||||||
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ACCOUNTING/AUDIT/FINANCE | |||||||||||||||||||||||||
| ✓ | ✓ | ✓ | ||||||||||||||||||||||
SENIOR LEADERSHIP | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||
COMPLIANCE/GOVERNANCE/LEGAL | ✓ | ✓ | ✓ | ||||||||||||||||||||||
HOSPITALITY/GAMING/MICE | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||
PUBLIC COMPANY BOARD EXPERIENCE | ✓ | ✓ | ✓ | ✓ |
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THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED BELOW.
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Below are the backgrounds of the director-nominees:
14 | LAS VEGAS SANDS 2023 Proxy Statement |
BOARD OF DIRECTORS NOMINEES
BIOGRAPHIES | Below are the backgrounds of the director nominees: |
ROBERT G. GOLDSTEIN
AGE: 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
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PATRICK DUMONT
AGE: 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
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11
IRWIN CHAFETZ
AGE: DIRECTOR SINCE: 2005
COMMITTEES: • None | Mr. Chafetz’s extensive experience in the hospitality, trade show and convention businesses, as well as his experience as a former executive of our predecessor company, led the Board to conclude he would be a valuable member of our Board.
Experience Mr. Chafetz has been a Director of the Company since February 2005. He was a director of Las Vegas Sands, Inc. from February until July 2005. Mr. Chafetz is the president and a manager of The Interface Group, LLC, a Massachusetts limited liability company that controls Interface Group-Massachusetts, LLC. Mr. Chafetz has been associated with Interface Group-Massachusetts, LLC and its predecessors since 1972. From 1989 to 1995, Mr. Chafetz was a vice president and director of Interface Group-Nevada, Inc., which owned and operated trade shows, including COMDEX, and also owned and operated The Sands Expo and Convention Center. From 1989 to 1995, Mr. Chafetz was also vice president and a director of Las Vegas Sands, Inc. Mr. Chafetz has served on the boards of many charitable and civic organizations and is a former member of the dean’s advisory council at Boston University School of Management.
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LAS VEGAS SANDS 2023 Proxy Statement | 15 |
MICHELINE CHAU AGE: 70 DIRECTOR SINCE: 2014 COMMITTEES: • Audit • Compensation (Chair) • Compliance INDEPENDENT | Ms. Chau’s extensive and varied business experience, including as president and chief operating officer at Lucasfilm Ltd., and her experience as a director of other public companies led the Board to conclude she would be a valuable member of our Board. Experience Ms. Chau has been a Director of the Company since October 2014. She served as the president, chief operating officer and executive director of Lucasfilm Ltd., a film and entertainment company, from 2003 to 2012 and as its chief financial officer from 1991 to 2003. Before that, Ms. Chau held other executive-level positions in various industries, including retail, restaurant, venture capital and financial services. She currently serves on the board of Dolby Laboratories, Inc., an audio, imaging and communications company, where she has been a director since February 2013, and was a member of the board of Red Hat, Inc., a provider of open-source software solutions, from November 2008 to August 2012. |
CHARLES D. FORMAN
AGE: DIRECTOR SINCE: 2004
COMMITTEES: • None | Mr. Forman’s extensive experience in the hospitality, trade show and convention businesses led the Board to conclude he would be a valuable member of our Board.
Experience Mr. Forman has been a Director of the Company since August 2004. He has been a director of Las Vegas Sands, LLC (and its predecessor, Las Vegas Sands, Inc.) since March 2004. In addition, he has served as a member of the board of
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AGE: DIRECTOR SINCE:
COMMITTEES: • Audit •
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BOARD OF DIRECTORS NOMINEES
•
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 multi-national law firm, led the Board to conclude she would be a valuable member of our Board.
Experience Ms. Jordan has been a Director of the Company since January 2021. Ms. Jordan currently is senior counsel at Davis Polk & Wardwell LLP, an international law firm. From 1995 through 2020, Ms. Jordan was a partner at Davis Polk and headed its Investment Management Group from 2000 to 2020. Ms. Jordan serves as a director of Allspring Global Investments and is a director and chair of the nominating committee of the American Skin
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Note: Mr. Jamieson will retire from our Board at the expiration of his term as of the 2022 Annual Meeting. At this time, Ms. Jordan will become the chair of the Nominating and Governance Committee.
16 | LAS VEGAS SANDS 2023 Proxy Statement |
BOARD OF DIRECTORS NOMINEES
AGE: DIRECTOR SINCE:
COMMITTEES: •
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• 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 director of a public company and non-profit organizations led the Board to conclude he would be a valuable member of our Board.
Experience Mr. Kramer has been a Director of the Company since April 2017. Mr. Kramer was a partner at Ernst & Young LLP from 1981 until he retired in June 2009 after a nearly 40-year career at Ernst & Young |
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DAVID F. LEVI
AGE: DIRECTOR SINCE: 2015
COMMITTEES: • Compensation • Compliance (Chair) • Nominating and Governance
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
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Note: Mr. Jamieson will retire from our Board at the expiration of his term as of the 2022 Annual Meeting. At this time, Mr. Levi will become the Chair of the Compliance Committee.
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THE BOARD AND ITS COMMITTEES
NYSE Listing Standards
The NYSE’s corporate governance rules generally require a majority of independent directors serve on the Board. In addition, the NYSE corporate governance rules generallya company’s Board of Directors and require all of the members of a company’s Audit Committee, Compensation Committee and Nominating and Governance Committee to be independent directors.directors subject to certain exceptions, including if a company qualifies as a “controlled company” under the NYSE governance rules.
The Company qualifiesWe qualify as a “controlled company” under NYSE governance rules because the estate of Mr. Adelson, Dr. Miriam Adelson and trusts and other entities for the benefit of the Adelson family members control more than 50 percent of the voting power of the Company’s Common Stock. TheWith the departure of George Jamison from our Board consistsin May 2022, the passing of a majorityCharles Koppelman in November 2022, and the departure of independent directors, although, as aYibing Mao from the Company’s Board in February 2023, we currently rely on the controlled company the Company is exemptexemption from the general NYSE requirement to have a majority of independent directors serve on the Board. TheHowever, the Board has a nominatingNominating and governance committeeGovernance Committee and a compensation committeeCompensation Committee composed entirely of independent directors, although this is not required because, as a controlled company, the Company iswe 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 Board.
Independent Directors
The Board has determined sixfour of the tenits eight current members, of the Board, namely Mses.Ms. Chau, Ms. Jordan, and Mao, and Messrs. Koppelman,Mr. Kramer and Mr. Levi, satisfy the criteria for independence under applicable rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the NYSE corporate governance rules. In making its determinations, the Board reviewed all the relevant facts and circumstances, the standards set forth in our Corporate Governance Guidelines, the NYSE rules and other applicable laws and regulations.
Two of our outside directors, Messrs.Mr. Chafetz and Mr. Forman, have business and personal relationships with the Adelson family. Mr. Chafetz was a stockholder, vice president and director of the entity that owned and operated the COMDEX trade show and The Sands Expo and Convention Center, which were created and developed by Mr. Adelson. Mr. Forman was vice president and general counsel of this entity. Mr. Chafetz also is a trustee of several trusts for the benefit of Adelson family members that beneficially own shares of our Common Stock. For additional information, see “Proxy and Voting Information — How You Can Vote” and “Security Ownership of Certain Beneficial Owners and Management” above. These relationships with the Adelson family also include making joint investments and other significant financial dealings. As a result, the Adelson family and Messrs.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
The Board held twelvenine meetings during 2021.2022. 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 2021, no2022, all directors attended less thanat least 75% of the aggregate of all meetings of the Board and committees on which they served during the periods in which they served—eachserved, with the exception of our then-serving directorsMr. Koppelman, who due to illness attended 100%67% of applicable meetings.
Annual Meetingthe meetings of the Board and committees on which he served during the periods in which he served.
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 2021 annual meeting2022 Annual Meeting attended our 2021 annual meeting of stockholders2022 Annual Meeting held on May 13, 2021.12, 2022.
18
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INFORMATION REGARDING THE BOARD AND ITS COMMITTEES
— BOARD COMMITTEES
The table below illustrates the current chairs and membership of the Board and 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 2021.2022.
DIRECTOR | BOARD | AUDIT COMMITTEE | COMPENSATION COMMITTEE | NOMINATING AND GOVERNANCE COMMITTEE | COMPLIANCE COMMITTEE | 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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| ✓ |
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Charles D. Forman | ✓ |
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| ✓ |
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Micheline Chau* | ✓ | ✓ | ✓ |
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| ✓ | ✓ | Chair |
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George Jamieson* | ✓ | ✓ |
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| Chair | ||||||||||||||||||||||||||||||
Nora M. Jordan* | ✓ | ✓ |
| ✓ |
| ✓ | ✓ |
| Chair |
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Charles A. Koppelman* | ✓ |
| Chair | ✓ | ✓ | ||||||||||||||||||||||||||||||
Lewis Kramer* | ✓ | Chair |
| ✓ |
| ✓ | Chair |
| ✓ | ✓ | |||||||||||||||||||||||||
David F. Levi* | ✓ |
| ✓ | Chair | ✓ | ✓ |
| ✓ | ✓ | Chair | |||||||||||||||||||||||||
Yibing Mao* | ✓ |
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| ✓ | ||||||||||||||||||||||||||||||
Yibing Mao*+ | ✓ |
| ✓ |
| ✓ | ||||||||||||||||||||||||||||||
2021 MEETINGS | 12 | 7 | 12 | 6 | 4 | ||||||||||||||||||||||||||||||
2022 MEETINGS | 9 | 6 | 7 | 5 | 4 |
* | Independent Director |
✓ | Member |
Note: Mr. Jamieson will retire from our Board at the expiration of his term as of the 2022 Annual Meeting. At this time, Mr. Levi will become the Chair of the Compliance Committee and Ms. Jordan will become the chair of the Nominating and Governance Committee.
+ | Ms. Mao resigned from the Board effective February 22, 2023. |
Standing Committees
Our Board has four standing committees: an audit committee (the “Audit Committee”), a compensation committee (the “Compensation Committee”), a nominating and governance committee (the “Nominating and Governance Committee”) and a compliance committee (the “Compliance Committee”). Each of the standing committees operates under a written charter approved by the Board.
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INFORMATION REGARDING THE BOARD AND ITS COMMITTEES
AUDIT COMMITTEE | ||
MEMBERS:
Lewis Kramer (Chair) Micheline Chau
Nora M. Jordan
MEETINGS HELD IN
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
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 |
Note: Mr. Jamieson will retire from our Board at the expiration of his term as of the 2022 Annual Meeting.
| 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,
The Compensation Committee is also involved in
Additional information about the Compensation Committee, its responsibilities and its activities is provided below under “Compensation Discussion and Analysis.” |
* |
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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
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 |
Note: Ms. Jordan will become the chair of the Nominating and Governance Committee effective as of the 2022 Annual Meeting.
COMPLIANCE COMMITTEE | ||
MEMBERS:
David F. Levi (Chair)
Nora Jordan*
MEETINGS HELD IN
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 • the compliance with |
Note: Mr. Jamieson will retire from our Board at the expiration of his term as of the 2022 Annual Meeting. At this time, Mr. Levi will become the Chair of the Compliance Committee.
* | 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
Compensation Committee Interlocks and Insider Participation
None of the individuals who served as a member of our Compensation Committee during 20212022 is, or has been, an employee or officer of the Company. None of our executive officers serve, or in the past year served, as a member of the board or compensation committee of any entity that has one or more executive officers who serve on our Board or Compensation Committee.
Corporate Compliance Committee and Operational Compliance Committees
Following the sale of the Company’s Las Vegas operations and assets in February 2022, the Company establishedWe maintain a Corporate Compliance Committee, the purpose of which is to foster a culture of integrity, accountability and ethical behavior across all of the Company’sour operations. The CompanyWe also maintainsmaintain Operational Compliance Committees in each of Macao and Singapore to oversee its local gaming operations (and maintained an Operational Compliance Committee in Las Vegas prior to the sale of its Las Vegas operations and assets) (each, an “Operational Compliance Committee”).
The CompanyWe created these committees to facilitate the identification, evaluation and remediation of situations that could raise concerns with a gaming authority or otherwise have an adverse effect on the Company’sour business. In particular, the Corporate Compliance Committee and the Operational Compliance Committees monitor the following: (1) the Company’sour business associations 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;us; (2) the Company’sour business practices and procedures; (3)
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INFORMATION REGARDING THE BOARD AND ITS COMMITTEES
compliance with any special conditions imposed upon the Company’sour licenses; (4) reports submitted to gaming authorities; and (5) and compliance with the laws, regulations and orders of governmental agencies having jurisdiction over the Company’sour gaming or business activities.
The Corporate Compliance Committee operates pursuant to a Charter approved by the Company’s Board of Directors and is chaired by the Company’sour Senior Vice President and Global Chief Compliance Officer (“GCCO”). The GCCO provides at least quarterly updates to the Compliance Committee of the Board of Directors regarding the Corporate Compliance Committee’s efforts. The Operational Compliance Committee in Macao operates pursuant to a Compliance Plan approved by the Sands China Ltd. (“SCL”) Audit Committee,audit committee, and is chaired by the Chief Compliance Officer for SCL.Sands China Ltd. The Operational Compliance Committee in Singapore operates pursuant to a Compliance Plan submitted to the CasinoGambling Regulatory Authority of Singapore, and is chaired by the Chief Compliance Officer of the Marina Bay Sands (“MBS”).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 in place, so that we can ensure effective future leadership transitions at both the senior management and the Board level.
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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 SEC 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
• | our Anti-Corruption Policy |
our Reporting and Non-Retaliation Policy
• | our Reporting and Non-Retaliation Policy |
our Policy on Corporate Political Contributions and Expenditures
• | our Policy on Corporate Political Contributions and Expenditures |
Copies of each of these documents are available on our website at https://investor.sands.com by clicking on “Governance Documents” within the “Governance” section. Copies are also available without charge by sending a written request to the following address: Investor Relations, Las Vegas Sands Corp., 3883 Howard Hughes Parkway, Suite 550,5500 Haven Street, Las Vegas, Nevada 89169.89119.
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
We have 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), Team Members and agents. The Code of Business Conduct and Ethics establishes policies and procedures 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 Team Members.
ANTI-CORRUPTION POLICY
We have adopted an Anti-Corruption Policy to ensure 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 Team Members.
REPORTING AND NON-RETALIATION POLICY
We have adopted a Reporting and 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 those reporting
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CORPORATE GOVERNANCE
such misconduct will not be subject to harassment, intimidation or other retaliatory action. The Reporting and Non-Retaliation Policy is provided to all new directors, officers and Team Members.
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CORPORATE GOVERNANCE
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. 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 the Audit Committee for review, discussion and 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.
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 backgrounds (including professional experience, expertise, race, ethnicity, gender, age and cultural background) 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 the skills and experience 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 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 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 their 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 their 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, the individual’s performance as a director for the Company, both in absolute terms and relative to their 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;
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;
• | whether the candidate possesses the courage to express views openly, even in the face of opposition; |
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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 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; |
such other attributes of the candidate and external factors as the Board deems appropriate.
• | 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 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. Ms. Yibing Mao, who joined our Board in 2021, was recommended as a director nominee by one of our current directors.
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 stockholders and believes the processes and procedures in place for identifying, evaluating and selecting board members is sufficiently robust and takes into account, among other factors, stockholder dialogue and feedback.
BOARD LEADERSHIP STRUCTURE
The Board believes Mr. Goldstein is best suited to serve as both its Chairman and Chief Executive Officer because he is most familiar with the Company’sour businesses and industry and best able to establish strategic priorities for the Company. In coming to this conclusion, the Board considered its evaluation of Mr. Goldstein’s performance as Chief Executive Officer, his very positive relationships with other members of the Board and the strategic vision and perspective he has brought to the position of Chairman and Chief Executive Officer. The Board is uniformly of the view that Mr. Goldstein provides excellent leadership of the Board in the performance of its duties and that naming him as Chairman and Chief Executive Officer serves the best interest of stockholders.
The Board has not appointed an Independent Lead Director because the communication and decision-making among the Board with the current leadership structure has proved very effective. The Board will continue to periodically consider the need to appoint an Independent Lead Director.
MEETINGS IN EXECUTIVE SESSION AND PRESIDING NON-MANAGEMENT DIRECTOR
In accordance with applicable rules of the NYSE and our Corporate Governance Guidelines, the Board has adopted a policy to meet at each regularly scheduled Board meeting in executive session without management directors or any members of 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 presides over the session.
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CORPORATE GOVERNANCE
THE BOARD’S ROLE IN RISK OVERSIGHT
The Board, directly and through its committees, is actively involved in the oversight of the Company’sour risk management policies.
COMMITTEE | RISK OVERSIGHT RESPONSIBILITIES | |
Audit Committee | • oversees enterprise risk management, generally
• reviews and discusses with management
• meets regularly with those members of management responsible for
• 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 | |
Compliance Committee | • assists the Board in overseeing | |
Nominating and Governance Committee | • oversees
• assists the Board in overseeing succession plans for |
The Audit Committee, the Compensation Committee, the Compliance Committee and the Nominating and Governance Committee receive reports from, and discuss these matters with, management and regularly report on these matters to the Board.
2021 EXECUTIVE COMPENSATION RISK ASSESSMENT
The Compensation Committee has evaluated the Company’sour compensation structure from the perspective of enterprise risk management and the terms of the Company’sour compensation policies generally, and believes the Company’sour 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 the Company.us. Under their employment agreements, theour named executive officers 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 2021,2022, the Company did not meetmet the predetermined performance criteria; as a result, theour named executive officers did not receivereceived bonus payments and equity-based awards for 2021.2022, 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 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, bonus payouts are capped at 200% for the Chairman and CEO and President and COO and 125% for our other named executive officers, and all Team Members eligible to receive bonuses are subject to our forfeitureForfeiture of improperly received compensation policy.Improperly Received Compensation Policy.
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MEETINGS IN EXECUTIVE SESSION AND PRESIDING NON-MANAGEMENT DIRECTOR
In accordance with applicable rules of the NYSE and the Company’s Corporate Governance Guidelines, the Board has adopted a policy to meet at each 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 presides over the session.
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 Las Vegas Sands Corp.
c/o Corporate Secretary
3883 Howard Hughes Parkway, Suite 5505500 Haven Street
Las Vegas, Nevada 8916989119
Complaints and concerns relating to our accounting, internal control over financial reporting or auditing matters should be communicated to the Audit Committee 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.
STOCKHOLDER COMMUNICATIONS WITH THE AUDIT COMMITTEE
Complaints and concerns relating to our accounting, internal control over financial reporting or auditing matters should be communicated to the Audit Committee, 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.
c/o Audit Committee of the Board of Directors
3883 Howard Hughes Parkway, Suite 5505500 Haven Street
Las Vegas, Nevada 8916989119
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.
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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.
NAME | AGE | TITLE | ||
Robert G. Goldstein | Chairman and Chief Executive Officer | |||
Patrick Dumont | President and Chief Operating Officer | |||
Randy Hyzak | Executive Vice President and Chief Financial Officer | |||
D. Zachary Hudson | Executive Vice President, Global General Counsel and Secretary |
On January 26, 2021, the Board appointed Mr. Goldstein as Chairman and Chief Executive Officer, Mr. Dumont as President and Chief Operating Officer and Mr. Hyzak as Executive Vice President and Chief Financial Officer. Mr. Goldstein had been appointed Acting Chairman and Acting Chief Executive Officer on January 7, 2021, when Mr. Adelson, our Chairman of the Board, Chief Executive Officer and Treasurer at the time, took a medical leave of absence. Mr. Adelson passed away on January 11, 2021.
For background information on Messrs.Mr. Goldstein and Mr. Dumont, please see “Board of Directors Nominees.”
Mr. Hyzak has been our Company’s Executive Vice President and Chief Financial Officer since January 26, 2021 and was our Senior Vice President and Chief Accounting Officer since March 2016, when he joined the Company. Prior to joining our Company, Mr. Hyzak 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 and corporate secretary for Afiniti, an applied artificial intelligence company, from April 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 to Justice Brett Kavanaugh in the U.S. Court of Appeals for the D.C. Circuit from 2009 to 2010. Prior to attending law school, Mr. Hudson served in the United States Navy, on the USS Santa Fe, as Lieutenant – Assistant Engineer.
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COMPENSATION DISCUSSION AND ANALYSIS
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.
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 our “named executive officers” for 2021:2022:
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GOLDSTEIN Chairman and | PATRICK DUMONT President and | RANDY HYZAK Executive Vice | D. ZACHARY HUDSON Executive Vice President, |
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— 20212022 KEY ACCOMPLISHMENTS & FINANCIAL RESULTS
In fiscal 2021, our financial performance was significantly impacted by the challenges faced in each of our operating jurisdictions as a result of the COVID-19 Pandemic. During this time, a key focus has been the safety and well-being of our Team Members and patrons, and on supporting the communities in which we operate. Despite the challenges caused by the COVID-19 Pandemic,reduction in travel and tourism spending in Asia over the last three years, we have continued to execute on our short and long-term operational and strategic objectiveobjectives of growingensuring the business by investingbest possible preparation and positioning for our operating recovery in Asia and allocating capital to projects we believe will produce a high return on invested capital in our industry-leading Integrated Resorts in Macao and Singapore. TheA number of the key accomplishments by our senior management team during 2021 include:2022 included the following important operational and strategic initiatives:
• | Prepared our operations for travel and tourism spending recovery |
NavigatingAs travel patterns began to recover and visitation increased, our adjusted property EBITDA at 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 COVID-19 Pandemic while fully supportingsecond, third and fourth quarters of 2022. Our ability to achieve that pace of recovery required considerable planning, preparation, adaptation and execution across our Team Members by forgoing furloughsMBS operations. Of equal importance throughout 2022 was our executive team’s preparation for the return of travel and layoffs and maintaining steady paychecks and health benefits;tourism spending in Macao during 2023.
• | Continued capital investment in our most important markets |
OpenedIn 2022, we completed the remainder of the initial phases of investments in the creation of The Londoner Macao, Hotelsignificantly enhancing the positioning of our Macao property portfolio in anticipation of the recovery in travel and Londoner Court as major stepstourism spending in that region. We also made substantial progress on the $2.2~$1.0 billion renovation expansionof MBS, which will introduce new world-class suites and rebranding of Sands Cotai Central into The Londoner Macao;
Designing, programmingluxury tourism offerings and initiating capital expenditures in the existing Marina Bay Sands building that will significantlysubstantially enhance the suite and bedroom accommodation product and the appeal tooverall guest experience for premium customers of the property over the next two years;customers.
• | Completed sale of Our Las Vegas Operating Properties |
Executing an agreement for theThe successful sale of our Las Vegas operations and assets for an aggregate purchase price of ~$6.25$6.25 billion, (theenhanced 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 consummatedsuccessfully concluded in February 2022);2022.
• | Secured a new ten-year gaming concession in Macao |
Disaggregating Las Vegas Sands corporate systems fromWe were gratified to receive a new ten-year gaming concession in Macao, providing us the opportunity to continue our Las Vegas operating assets20-year track record of investment in Macao and acquiring standalone corporate offices to satisfy the long-term requirementsenhance Macao’s business and leisure tourism appeal. Our successful tender for one of the Company; andsix available licenses represents a very significant milestone reached in the attainment of our long-term strategic objectives.
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Mitigating the COVID-19 Pandemic’s impact on our liquidity through the issuance in September 2021 of $1.95 billion of SCL’s senior unsecured notes, extending our debt maturity profile and lowering our blended cost of debt.COMPENSATION DISCUSSION AND ANALYSIS
The Company’s 20212022 financial performance results include:included:
$ | Consolidated Net Revenue | $ | Consolidated Net Loss From ContinuingOperations | $ | 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 |
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✓ | Include ESG metrics in our performance-based compensation |
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COMPENSATION DISCUSSION AND ANALYSIS
— 2021 DEVELOPMENTS IN PAY FOR PERFORMANCE
— OBJECTIVES OF OUR EXECUTIVE COMPENSATION PROGRAM
Objectives of Our Executive Compensation Program
We design our executive compensation program to drive the creation of long-term stockholder value. We do this by tying compensation to the achievement of performance goals that promote creation of stockholder value and by designing compensation to attract and retain high-caliber executives in a competitive market for talent.
Our executive compensation program is overseen by the Compensation Committee, which has developed the program to accomplish the following primary objectives:
Attract and retain key executive talent to support the Company’s strategic growth priorities and culture;
• | 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;
• | 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 Company financial objectives and their individual performance goals with our strategic objectives;
• | Reward the executive officers by aligning their compensation with the achievement of our financial and strategic objectives |
Incentivize the accomplishment of key operational objectives by incorporating performance criteria beyond stock price appreciation into our one-time performance-based stock option grants; and
Promote good corporate citizenship in our executive officers.
• | Promote good corporate citizenship in our executive officers |
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— ELEMENTS OF EXECUTIVE OFFICER COMPENSATION
Annual Compensation Mix
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The above annual compensation mix is based on the employment agreements entered into byagreement of each named executive officer in 2021 and reflects the following:
Target annual incentive denotes annual cash bonus and assumes “at target” achievement of goals;
• | Target annual incentive denotes annual cash bonus and assumes “at target” achievement of goals; and |
Excludes one-time sign-on equity grants received as part of the new employment agreement;
Excludes one-time stock options provided in December 2021; and
Excludes benefits such as security, personal aircraft usage and health coverage.
• | Excludes benefits such as security, personal aircraft usage and health coverage. |
The amounts represented above are the contractual annual amounts pursuant to the newthese employment agreements. Actual amounts earned may differ for the year.
In 2021, theThe principal components of total direct compensation and their key objectives for theour named executive officers are set forth below:
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.
Annual Cash Bonus is structured to align to our global financial execution with adjusted property EBITDA 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.
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 execution with adjusted property EBITDA 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 Company roles and responsibilities.
• | 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. |
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• | 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. |
COMPENSATION DISCUSSION AND ANALYSIS
• | Personal Benefits are provided to allow our executives to effectively and efficiently focus on their roles and responsibilities. |
— THE PROCESS OF SETTING EXECUTIVE COMPENSATIONThe Process of Setting Executive Compensation
We have entered into employment agreements with Messrs.Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson. TheThese employment agreements provide the overall framework for the compensation for theseour named executive officers, including base salary, target bonus amounts and equity-based awards. The Compensation Committee approved the compensation packages for Messrs.Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson at the time we entered into their respective employment agreements and any amendments thereto and approved all bonuses and equity awards granted during the terms of these agreements.
The Compensation Committee believes that most of the compensation for named executive officers should be at risk and tied to a combination of short-term Company performance and long-term stockholder value creation. As indicated above, 84% and 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 success, would be competitive with alternatives available to the executive.
The Compensation Committee believes at-risk compensation provides theour named executive officers with clear objectives to meet annual financial targets and to continue the historical execution of our strategic objectives of growing our operations by
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COMPENSATION DISCUSSION AND ANALYSIS
continued investment in our Integrated Resort properties and increasing returns to stockholders, while also aligning the equity component of compensation 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 stock options, upon meeting annual financial and performance targets, incentivizes management to continue to grow our business in ways that drive stock price appreciation over the long term.
Due toAs previously noted in “Stockholder Engagement” we have received input from investors regarding the material negative impact that the COVID-19 Pandemic had on our operating results in 2021,compensation framework for our named executive officers did not receive any at-risk compensationofficers. The primary focus of the feedback related to the 2021 fiscal year. This was alsolong-term incentives under the case in 2020.
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In order to further align the compensationemployment agreements of our named executive officers, recognizing there were no payouts under our management incentivespecifically 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 establishing the compensation programs for either 2020 or 2021, and after considering input from Korn Ferry (the Compensation Committee’s independent compensation consultant),all named executive officers, other than the CEO, the Compensation Committee granted performance-based stock options to Messrs. Goldstein, Dumont, Hyzakconsiders the recommendations and Hudson in December 2021 outlined as below:
The specified ESG initiatives are: (a) obtaining LEED certification of our new standalone Las Vegas corporate offices; (b) completion of a review of our hiring and compensation practices; and (c) completioninput of the identificationCEO. The CEO performs annual performance reviews of the other named executive officers and definition of diversity, equity and inclusion principles for our SCL and MBS subsidiaries.
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 subjectmakes recommendations to the achievement of three out of the four key performance objectives. To avoid windfall scenarios, the performance-based stock options do not contain retirement protections and always require satisfaction of the performance objectives.
Compensation Committee. The Compensation Committee believesconsiders these one-time performance-based stock options create direct alignment between our executive officersrecommendations and our stockholders and provide critical incentive and retention value with respect to our executive officers givenultimately makes the negative impact of the COVID-19 Pandemic on other significant elements of our executive officer compensation program over the past two fiscal years.final decision.
Our executive compensation program reflects many best practices:
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COMPENSATION DISCUSSION AND ANALYSIS
— MAJOR ELEMENTS OF NAMED EXECUTIVE OFFICER COMPENSATION
The major elements of compensation for our named executive officers and details regarding how each component was determined in 2022 are described below.
Base Salary
Base salary levels for theour 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. Upon the effectiveness of his appointment as Chairman and Chief Executive Officer on January 26, 2021, Mr. Goldstein’s annual base salary was decreased from $4.5 million to $3.0 million as part of our effort to ensure that most of his compensation should be “at-risk.” Upon the effectiveness of his appointment as President and Chief Operating Officer on January 26, 2021, Mr. Dumont’s annual base salary was increased from $1.2 million to $2.5 million to reflect his increased level of seniority and responsibility.
Short-termShort-Term Incentives (Cash(Annual Cash Bonus)
For 2021,2022, 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. Due to the material negative impact that the COVID-19 Pandemic had on our operating results in 2021, our named executive officers did not receive anyFor more information about short-term performance-based cash incentives related to the 2021 fiscal year. This was also the case in 2020.incentive awards, see “Executive Compensation and Other Information — Employment Agreements.”
Predetermined performance targets are used to establish the annual cash incentives for our named executive officers and are comprised of the Company’s adjusted property EBITDA, as adjusted for certain discretionary items deemed appropriate by the Compensation Committee. For Messrs.Long-Term Incentives (Annual Equity Awards)
Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Hudson, the Compensation Committee determined the 2021 EBITDA-based performance target to be based on the Company’s consolidated adjusted property EBITDA for the year ended December 31, 2021, adjusted to add back corporate expense and exclude the Management Incentive Program (described below) bonus accrual. Adjusted property EBITDA is used to measure the operating performance of our properties compared to those of our competitors. This metric establishes our ability to pay dividends, support the continued investment in our existing properties and future development projects, and our ability to return capital to stockholders through our share repurchase program.
Under their employment agreements, Messrs. Goldstein, Dumont, Hyzak and Hudson are eligible to receive discretionary bonuses under the Company’s Management Incentive Program, subject to the Executive Cash Incentive Plan. The Management Incentive Program, which has been implemented by the Compensation Committee pursuant to the Company’s Executive Cash Incentive Plan, is the Company’s bonus program whose participants also include many of the Company’s Team Members. Under the Company’s 2021 Management Incentive Program, the Company must achieve at least 85% of the predetermined EBITDA-based performance target in order for Messrs. Goldstein, Dumont, Hyzak and Hudson to be eligible to receive annual bonuses. Their bonus payment amounts can be up to 115% of their respective target awards.
The Compensation Committee may subsequently approve additional discretionary items to be taken into account when determining the actual performance achieved during the period for purposes of determining the financial achievement percentage of the predetermined EBITDA-based performance targets. When determining the 2021 actual EBITDA-based performance for Messrs. Goldstein, Dumont, Hyzak and Hudson, the Compensation Committee approved adjustments for the impact of certain variances in table games’ win percentages (hold normalization) and foreign exchange rate fluctuations between the U.S. dollar and Singapore dollar.
In determining the 2021 EBITDA-based performance targets, 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 2021 budget and the Company’s operating and development plans for 2021. The Compensation Committee believes that achievement of the 2021 performance target would have required Messrs. Goldstein, Dumont, Hyzak and Hudson to perform at a high level to earn the target bonus payment.
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The Compensation Committee established a 2021 predetermined EBITDA-based performance target for Messrs. Goldstein, Dumont, Hyzak and Hudson of $1.44 billion. As mentioned above, due to the impact of the COVID-19 Pandemic, the Company did not achieve the minimum predetermined EBITDA-based performance targets. As a result, no annual cash incentive bonus payments were made to our named executive officers for 2021.
Long-term Incentives (Equity Awards)
Messrs. Goldstein, Dumont, Hyzak andMr. Hudson are eligible for long-term equity incentives under the Company’sour 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 Messrs.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 certain EBITDA-based performance criteria. The actual amount of annual grants of equity incentive awards is determinedcriteria set by the Compensation Committee in its sole discretion.Committee. The Compensation Committee believes that providing such long-term equity incentives:
align
• | 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;
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• | promotes retention of our executive officers. |
COMPENSATION DISCUSSION AND ANALYSIS
For more information about equity incentive awards,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.” Grants made during 2021 are included in the 2021 Grants of Plan-Based Awards Table.
LAS VEGAS SANDS 2023 Proxy Statement | 31 |
Personal Benefits
We provide all of our eligible Team Members with personal 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, and free flu vaccinations, health screening and other support for both physical and mental health;
• | 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 (although the matching element was suspended throughout 2021);
• | 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, including access to onsite centers in Las Vegas;
• | Subsidized child care programs; |
Paid parental leave for new parents in Singapore and Macao;
• | Paid parental leave for new parents; |
Tuition reimbursement for certain educational expenses; and
• | 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.
• | 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);
• | 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
• | 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.
• | use of Company-owned aircraft for business and personal travel, subject to appropriate approvals. |
We also pay for the cost of security services for Mr. Goldstein 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 2021.2022.
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.
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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 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 |
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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 |
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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.Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson are employed pursuant to multi-year employment agreements that reflect the individual negotiations with each of them. We use multi-year employment agreements to foster retention and succession planning, to be competitive and to protect the business with restrictive covenants, such as non-competition, non-solicitation and confidentiality provisions. The employment agreements provide for severance pay in the event of the involuntary termination of the executive’s employment without cause (or, where applicable, termination for good reason), which allows these executives to remain focused on the Company’s interests and, where applicable, serves as consideration for the restrictive covenants in their employment agreements.
In March 2021, we entered into new or amended employment agreements with each of Messrs. Goldstein, Dumont, Hyzak and Hudson. Changes to the compensation of our executive officers, and their role and title (except for Mr. Hudson) reflect the implementation of the previous discussed succession plan in 2021. The new or amended employment agreements were implemented to reflect: (i) new roles and responsibilities for certain executives and (ii) stockholder feedback regarding certain components of our previous employment agreements.
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Employment agreement terms and compensation for our executive officers are summarized as follows:
MR. GOLDSTEIN | ||
Employment Agreement | • Effective as of January 26, 2021
• 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
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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.”
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Short-Term | 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.
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Long-Term | Mr. Goldstein received a one-time initial award of 150,000 restricted stock units (“RSU”s) in connection with his
Under his employment agreement, Mr. Goldstein has a target annual equity award opportunity equal to 325% of his base salary, or $9,750,000, subject to his achievement of performance criteria established by the Compensation Committee. The annual equity award will be granted at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The annual equity award will be paid in the form of RSUs that will vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date.
The performance criteria for the 2022 RSU award were certified at 100%, and as a result, Mr. Goldstein
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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.
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COMPENSATION DISCUSSION AND ANALYSIS
MR. DUMONT | ||
Employment | • 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
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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.
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Short-Term | 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.
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Long-Term | 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
Under his employment agreement, Mr. Dumont has a target annual equity award opportunity equal to 200% of his base salary, or $5,000,000, subject to his achievement of performance criteria established by the Compensation Committee. The annual equity award will be granted at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The annual equity award will be paid in the form of RSUs that will vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date.
The performance criteria for the 2022 RSU award were certified at 100%, and as a result, Mr. Dumont
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Personal | 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.
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MR. HYZAK | ||
Employment | • 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
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Salary | Mr. Hyzak’s base salary is $1,200,000, pursuant to his employment agreement.
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Short-Term | 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.
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Long-Term | 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
Under his employment agreement, Mr. Hyzak has a target annual equity award opportunity equal to 125% of his base salary, or $1,500,000, subject to his achievement of performance criteria established by the Compensation Committee. The annual equity award will be granted at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The annual equity award will be paid in the form of RSUs that will vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date.
The performance criteria for the 2022 RSU award were certified at 100%, and as a result, Mr. Hyzak
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Personal | 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.
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COMPENSATION DISCUSSION AND ANALYSIS
MR. HUDSON | ||
Employment | • 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.
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Salary | Mr. Hudson’s base salary is $1,100,000, pursuant to his amended employment agreement.
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Short-Term | 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.
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Long-Term | 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
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
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Personal | 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.
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* | Personal Benefits: |
The Compensation Committee believes providing these benefits to our executives is appropriate as it facilitates our executives’ performance of their duties.
• | The Compensation Committee believes providing these benefits to our executives is appropriate as it facilitates our executives’ performance of their duties. |
For more information, see footnote (3) to the 2021 Summary Compensation Table under “Executive Compensation and Other Information.”
• | For more information, see footnote (3) to the 2022 Summary Compensation Table under “Executive Compensation and Other Information.” |
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Change in Control and Termination Payments
The employment agreements with Messrs.Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson provide for payments and the continuation of benefits upon certain terminations of employment, including for Messrs. Goldstein, Dumont and Hyzak, upon certain terminations of employment within two years following a change in control of the Company. In addition, the employment agreements with Messrs.Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson include restrictive covenants relating to future employment. The Compensation Committee believes that eligibility to receive post-termination payments provides important retention incentives during what can be an uncertain time for executives. The eligibility to receive such payments also provides executives with additional monetary motivation to focus on and complete a transaction that theour Board believes is in the best interests of our stockholders rather than to seek new employment opportunities.
Under their employment agreements, if any payments to our named executive officers are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Code”), the payments that are considered to be “parachute payments” will be limited to the greatest amount that can be paid without causing any excise tax to be applied to the executive or loss of deduction to the Company, but only if, by reason of such reduction, the net after-tax benefit to them (as defined in their employment 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 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 upon certain terminations of employment (including following a change in control) are described under “Executive Compensation and Other Information — Potential Payments Upon Termination or Change in Control.”
— TAX AND ACCOUNTING CONSIDERATIONS RELATING TO EXECUTIVE COMPENSATION
Section 162(m) of The Internal Revenue Code
The Compensation Committee 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 in the best interest of the Company and our stockholders.
Section 162(m) of the Code generally disallows deductions forlimits the tax deductibility of compensation paid to certain membersany of senior managementour 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. Historically, this deduction limitation didis generally nondeductible, whether or not apply to “performance-based” compensation as described in the regulations under Section 162(m) and our executive compensation program was generally designed to maximize tax deductibility by satisfying theit is performance-based compensation exception to Section 162(m).
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”). The Act made significant changes to the executive compensation deduction rules in Section 162(m) including the elimination of the historic exception for qualified “performance-based” compensation in determining the deductibility limitation. In addition, the Act provided the Section 162(m) deduction limitation will apply to annual compensationor paid to an individual who served as the chief executive officerbefore or chief financial officer atafter any time during the taxable year or one of the three highest compensated officers (other than the chief executive officer or chief financial officer) for the taxable year (collectively, the “covered employees”). Once an individual is a covered employee for a taxable year beginning after December 31, 2016, the individual is considered a covered employee for all future years, including after termination of employment and even after death. These changes effectively eliminated the opportunity to design executive compensation programs for our named executive officers on a go-forward basis that are tax-deductible in excess of $1 million per year.
The Act includes a transition relief rule under which the changes to Section 162(m) described above will not apply to compensation payable pursuant to a written binding contract that was in effect on November 2, 2017 and is not materially modified after that date. To the extent applicable to our existing arrangements, the Company may avail itself of this transition relief rule.employment.
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COMPENSATION DISCUSSION AND ANALYSIS
— EXECUTIVE COMPENSATION RELATED POLICIES AND PRACTICES
Policies Regarding Stock Ownership and Hedging the Economic Risk of Stock Ownership
The Company believesWe believe the number of shares of the Company’sour Common Stock owned by each director and executive officer is a personal decision and encouragesdecision. We encourage stock ownership, including through the compensation policies applicable to itsour executive officers. Accordingly, the Company haswe have not adopted a policy requiring itsour executive officers to hold a minimum amount of the Company’sour 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 Team Members are not permitted to hold our Common Stock in a margin account or pledge our Common Stock for a loan, sell our Common Stock short, buy or sell puts, calls or other derivative instruments relating to our Common Stock or enter into hedging or monetization transactions involving our Common Stock.
Forfeiture of Improperly Received Compensation Policy
TheOur Board has adopted a forfeiture of improperly received compensation policy (the “Policy”), which applies to all Team Members of the Company 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 the restatement is identified, (3) such revision results in a reduction in the amount or value of such bonus or other incentive or equity-based compensation and (4) such restatement is, in whole or in part, caused by the Team Member’s misconduct (“Misconduct,” as such term is defined in the Policy). TheOur 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 theour Board or a designated Committee.
Grant Practices for Stock Options, Restricted Stock and Restricted Stock Units
Grants of stock options, restricted stock and restricted stock units under our Amended and Restated 2004 Equity Award Plan are approved by the Compensation Committee or, for certain Team Members who are not directors or executive officers of the Company, approved jointly by our Chief Executive Officer and our President and Chief Operating Officer pursuant to a specific delegation of authority from the Compensation Committee. Each member of the Compensation Committee is an independent director, a non-employee director within the meaning of Rule 16b-3 under the Exchange Act and an outside director within the meaning of Section 162(m). The exercise price of all stock options to purchase shares of our Common Stock is equal to the fair market value of our Common Stock on the grant date.
— ADVISORY VOTE ON EXECUTIVE COMPENSATION
At our 2021 annual meeting,2022 Annual Meeting, our stockholders provided an advisory (non-binding) vote on the fiscal 20202021 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 70%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 20212022 and the previous three years and, as a result, we are continuing to dialogue with our stockholders on this important issue. Specifically, during 2021,2022, 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 dialoguefeedback as an important component of input as we designed the compensation packagesCompensation Committee determined the short- and long-term incentive criteria for our executive officers completed in March 2021.2023. We will continue to solicit input during 20222023 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 2021,2022, see “Stockholder Engagement” above..
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.
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— THE COMMITTEE’S COMPENSATION CONSULTANTS
For 2021,2022, the Compensation Committee retained AETHOS Consulting Group (“AETHOS”) and Korn Ferry as its independent compensation consultant.consultants. AETHOS provides itsand Korn Ferry provided their advice on an as-needed basis upon the request of the Compensation Committee. For a discussion of the analysis and recommendations provided by AETHOS with respect to our non-employee director compensation program for 2022, see “Director Compensation” below.
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 the Companyus 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.
InAdditionally, in early 2021, the Compensation Committee also retained Korn Ferry to provide updated benchmarking with respect to the appropriate level of compensation for our executive officers, in connection with our recent leadership transition, 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 Messrs.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 Messrs.Mr. Goldstein and Mr. Hyzak and a combined set of comparables for Messrs.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
• | • 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 | |
• 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. |
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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 below market,fair, based on a comparison of the total direct compensation provided to our executive officers against the total direct compensation provideprovided 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.
Korn Ferry also provided advice with respect to the structure and magnitude of the performance-based stock options granted to our named executive officers in December 2021.
The Compensation Committee determined Korn Ferry to be independent under applicable SEC and NYSE rules, based on the Compensation Committee’s review of the services provided to the Company as described above and information provided by Korn Ferry, and concluded no conflict of interest exists that would prevent Korn Ferry from independently advising the Compensation Committee.
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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 the Compensation Discussion and Analysis be included by reference in the Company’s Annual Report on Form 10-K and this Proxy Statement.
Charles A. Koppelman,Micheline Chau, Chair
Micheline ChauLewis 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.
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EXECUTIVE COMPENSATION AND OTHER INFORMATION
— 20212022 SUMMARY COMPENSATION TABLE
The following table provides information regarding compensation for the years indicated for our named executive officers:
NAME AND PRINCIPAL | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS(1) ($) | OPTION AWARDS(2) ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(3) ($) | ALL OTHER COMPENSATION(4) ($) | TOTAL ($) | ||||||||||||||||||||||||
Sheldon G. Adelson(5) Former Chairman | 2021 | $ | 5,307,692 | $ | — | $ | — | $ | — | $ | — | $ | 477,244 | $ | 5,784,936 | |||||||||||||||||
2020 | $ | 5,000,000 | $ | — | $ | — | $ | 1,000,000 | $ | — | $ | 5,344,715 | $ | 11,344,715 | ||||||||||||||||||
2019 | $ | 5,000,000 | $ | — | $ | — | $ | 1,000,000 | $ | 12,500,000 | $ | 6,180,118 | $ | 24,680,118 | ||||||||||||||||||
Robert G. Goldstein(6) Chairman of | 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 | ||||||||||||||||||
2019 | $ | 3,400,000 | $ | — | $ | — | $ | — | $ | 3,400,000 | $ | 1,533,800 | $ | 8,333,800 | ||||||||||||||||||
Patrick Dumont(7) President and | 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 | ||||||||||||||||||
2019 | $ | 1,200,000 | $ | — | $ | — | $ | — | $ | 1,200,000 | $ | 13,388 | $ | 2,413,388 | ||||||||||||||||||
Randy Hyzak(8) Executive Vice | 2021 | $ | 1,166,000 | $ | — | $ | 1,499,976 | $ | 4,305,000 | $ | — | $ | 43,024 | $ | 7,014,000 | |||||||||||||||||
D. Zachary Hudson(9) Executive Vice President, | 2021 | $ | 1,071,154 | $ | — | $ | 1,374,958 | $ | 4,305,000 | $ | — | $ | 66,280 | $ | 6,817,392 | |||||||||||||||||
2020 | $ | 894,100 | $ | — | $ | — | $ | — | $ | — | $ | 36,031 | $ | 930,131 | ||||||||||||||||||
2019 | $ | 196,154 | $ | — | $ | — | $ | 948,000 | $ | 216,750 | $ | 99,388 | $ | 1,460,292 |
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 represent the grant date fair value of the one-time initial awards of time-based RSUs issued to our named executive officers in connection with their new employment agreements, as determined pursuant to FASB ASC Topic 718. The assumptions used to calculate the grant date fair values are disclosed in Note |
(2) | The amounts in this column represent the grant date fair value of the options issued, |
(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 |
(4) | Amounts included in “All Other Compensation” for |
(5) |
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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. |
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 $2.5 million. |
Mr. Hyzak became Executive Vice President and Chief Financial Officer on January 26, 2021. |
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— ALL OTHER COMPENSATION FOR 2022
NAMED EXECUTIVE OFFICER | 401(k) PLAN(i) ($) | LIFE AND DISABILITY INSURANCE(ii) ($) | HEALTH CARE INSURANCE(iii) ($) | SECURITY(iv) ($) | MEDICAL SUPPORT SERVICES(v) ($) | OTHER(vi) ($) | TOTAL ($) | 401(k) PLAN(i) ($) | LIFE AND DISABILITY INSURANCE(ii) ($) | HEALTH CARE INSURANCE(iii) ($) | SECURITY(iv) ($) | OTHER(v) ($) | TOTAL ($) | |||||||||||||||||||||||||||||||||||||||||||||
Sheldon G. Adelson | $ | — | $ | 18 | $ | 12,190 | $ | 84,138 | $ | 94,408 | $ | 286,490 | $ | 477,244 | ||||||||||||||||||||||||||||||||||||||||||||
Robert G. Goldstein | $ | — | $ | 23,163 | $ | 81,375 | $ | 873,745 | $ | — | $ | 892,617 | $ | 1,870,900 | $ | — | $ | 16,868 | $ | 36,143 | $ | 1,061,911 | $ | 1,295,341 | $ | 2,410,263 | ||||||||||||||||||||||||||||||||
Patrick Dumont | $ | — | $ | 2,966 | $ | 7,989 | $ | 1,394,864 | $ | — | $ | 763,523 | $ | 2,169,342 | $ | — | $ | 2,890 | $ | 5,379 | $ | 1,980,825 | $ | 2,134,586 | $ | 4,123,680 | ||||||||||||||||||||||||||||||||
Randy Hyzak | $ | — | $ | 3,928 | $ | 8,742 | $ | — | $ | — | $ | 30,354 | $ | 43,024 | $ | — | $ | 3,805 | $ | 1,094 | $ | — | $ | 21,793 | $ | 26,692 | ||||||||||||||||||||||||||||||||
D. Zachary Hudson | $ | — | $ | 2,026 | $ | 10,904 | $ | — | $ | — | $ | 53,350 | $ | 66,280 | $ | 5,077 | $ | 2,242 | $ | 4,586 | $ | — | $ | 65,875 | $ | 77,780 |
(i) | Matching contributions made under the Las Vegas Sands Corp. 401(k) Retirement Plan, which is a tax-qualified defined contribution plan that is generally available to all of our eligible Team Members. The matching element was |
(ii) | The amounts are imputed as income in connection with our payments in |
(iii) | During |
(iv) | The amount relates to the Company’s cost for providing security services to Mr. Goldstein and his spouse and to Mr. Dumont and his immediate |
(v) |
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Of the |
The amount of $21,793 in the table for Mr. Hyzak |
The amount of $65,875 in the table for Mr. Hudson |
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EXECUTIVE COMPENSATION AND OTHER INFORMATION
— 20212022 GRANTS OF PLAN-BASED AWARDS
The following table presents information on potential payment opportunities in respect of 20212022 performance for our named executive officers andofficers. We did not grant any equity awards grantedduring calendar year 2022 to them during 2021our named executive officers under our Amended and Restated 2004 Equity Award Plan:Plan.
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| ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS(3) (#) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#) | EXERCISE BASE OF OPTION AWARDS ($/SH) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(4) ($) |
| ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | ALL OTHER (#) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#) | EXERCISE BASE OF OPTION AWARDS ($/SH) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NAME | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sheldon G. Adelson |
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Annual Bonus | — | $ | — | $ | 12,500,000 | $ | 12,500,000 | — | — | — | — | — | $ | — | $ | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Robert G. Goldstein |
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Annual Bonus | — | $ | 5,100,000 | $ | 6,000,000 | $ | 6,900,000 | — | — | — | — | — | $ | — | $ | — | — | $ | 5,100,000 | $ | 6,000,000 | $ | 6,900,000 | — | — | $ | — | $ | — | |||||||||||||||||||||||||||||||||||||||||||||||
RSU Award | 4/26/21 | $ | — | $ | — | $ | — | — | — | — | 150,000 | — | $ | — | $ | 8,964,000 | — | $ | — | $ | — | $ | — | — | — | $ | — | $ | — | |||||||||||||||||||||||||||||||||||||||||||||||
Stock Option | 12/3/21 | $ | — | $ | — | $ | — | — | 2,000,000 | 2,000,000 | — | — | $ | 34.28 | $ | 17,220,000 | — | $ | — | $ | — | $ | — | — | — | $ | — | $ | — | |||||||||||||||||||||||||||||||||||||||||||||||
Patrick Dumont |
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Annual Bonus | — | $ | 4,250,000 | $ | 5,000,000 | $ | 5,750,000 | — | — | — | — | — | $ | — | $ | — | — | $ | 4,250,000 | $ | 5,000,000 | $ | 5,750,000 | — | — | $ | — | $ | — | |||||||||||||||||||||||||||||||||||||||||||||||
RSU Award | 4/26/21 | $ | — | $ | — | $ | — | — | — | — | 83,668 | — | $ | — | $ | 5,000,000 | — | $ | — | $ | — | $ | — | — | — | $ | — | $ | — | |||||||||||||||||||||||||||||||||||||||||||||||
Stock Option | 12/3/21 | $ | — | $ | — | $ | — | — | 1,500,000 | 1,500,000 | — | — | $ | 34.28 | $ | 12,915,000 | — | $ | — | $ | — | $ | — | — | — | $ | — | $ | — | |||||||||||||||||||||||||||||||||||||||||||||||
Randy Hyzak |
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Annual Bonus | — | $ | 1,275,000 | $ | 1,500,000 | $ | 1,725,000 | — | — | — | — | — | $ | — | $ | — | — | $ | 1,275,000 | $ | 1,500,000 | $ | 1,725,000 | — | — | $ | — | $ | — | |||||||||||||||||||||||||||||||||||||||||||||||
RSU Award | 4/26/21 | $ | — | $ | — | $ | — | — | — | — | 25,100 | — | $ | — | $ | 1,499,976 | — | $ | — | $ | — | $ | — | — | — | $ | — | $ | — | |||||||||||||||||||||||||||||||||||||||||||||||
Stock Option | 12/3/21 | $ | — | $ | — | $ | — | — | 500,000 | 500,000 | — | — | $ | 34.28 | $ | 4,305,000 | — | $ | — | $ | — | $ | — | — | — | $ | — | $ | — | |||||||||||||||||||||||||||||||||||||||||||||||
D. Zachary Hudson |
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Annual Bonus | — | $ | 1,168,750 | $ | 1,375,000 | $ | 1,581,250 | — | — | — | — | — | $ | — | $ | — | — | $ | 1,168,750 | $ | 1,375,000 | $ | 1,581,250 | — | — | $ | — | $ | — | |||||||||||||||||||||||||||||||||||||||||||||||
RSU Award | 4/26/21 | $ | — | $ | — | $ | — | — | — | — | 23,008 | — | $ | — | $ | 1,374,958 | — | $ | — | $ | — | $ | — | — | — | $ | — | $ | — | |||||||||||||||||||||||||||||||||||||||||||||||
Stock Option | 12/3/21 | $ | — | $ | — | $ | — | — | 500,000 | 500,000 | — | — | $ | 34.28 | $ | 4,305,000 | — | $ | — | $ | — | $ | — | — | — | $ | — | $ | — |
(1) | The amounts shown in these columns represent the range of potential incentive payment opportunities for |
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| LAS VEGAS SANDS
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— OUTSTANDING EQUITY AWARDS AT 20212022 FISCAL YEAR-END
The following table sets forth information concerning our stock options and shares of restricted stock held by our named executive officers as of December 31, 2021.2022:
OPTION AWARDS | STOCK AWARDS | OPTION AWARDS | STOCK AWARDS | |||||||||||||||||||||||||||||||||||||||||||||||||||||
NAME | NUMBER OF SECURITIES UNDERLYING OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | EQUITY (#) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET UNITS OF THAT HAVE NOT VESTED(8) ($) | NUMBER OF SECURITIES UNDERLYING OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | EQUITY INCENTIVE (#) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET UNITS OF THAT HAVE NOT VESTED(6) ($) | ||||||||||||||||||||||||||||||||||||||||||
Sheldon G. Adelson | 55,169 | — | — | $ | 75.26 | 1/27/2024 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| 77,991 | — | — | $ | 40.87 | 1/25/2026 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| 102,412 | — | — | $ | 55.47 | 1/22/2027 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| 115,606 | — | — | $ | 63.26 | 9/5/2027 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| 81,234 | — | — | $ | 75.18 | 2/1/2028 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| 129,701 | — | — | $ | 59.89 | 1/31/2029 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| 132,625 | — | — | $ | 65.31 | 1/30/2030 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Robert G. Goldstein | 2,250,000 | — | — | $ | 56.11 | 12/8/2024 | — | — | 2,250,000 | — | — | $ | 56.11 | 12/8/2024 | — | $ | — | |||||||||||||||||||||||||||||||||||||||
| 500,000 | 2,000,000 | (1) | — | $ | 50.33 | 11/19/2028 | — | — | 1,000,000 | 1,500,000 | (1) | — | $ | 50.33 | 11/19/2028 | — | $ | — | |||||||||||||||||||||||||||||||||||||
| — | — | 2,000,000 | (2) | $ | 34.28 | 12/2/2031 | 150,000 | (9) | $ | 5,646,000 | 666,000 | 1,334,000 | (2) |
| $ | 34.28 | 12/2/2031 | 100,500 | (7) | $ | 4,831,035 | ||||||||||||||||||||||||||||||||||
Patrick Dumont | 425,000 | — | — | $ | 52.53 | 3/28/2026 | — | — | 425,000 | — | — | $ | 52.53 | 3/28/2026 | — | $ | — | |||||||||||||||||||||||||||||||||||||||
| — | — | 1,500,000 | (3) | $ | 34.28 | 12/2/2031 | 83,668 | (9) | $ | 3,149,264 | 499,500 | 1,000,500 | (3) |
| $ | 34.28 | 12/2/2031 | 56,057 | (8) | $ | 2,694,660 | ||||||||||||||||||||||||||||||||||
Randy Hyzak | 21,910 | — | — | $ | 58.81 | 10/3/2026 | — | — | 21,910 | — | — | $ | 58.81 | 10/3/2026 | — | $ | — | |||||||||||||||||||||||||||||||||||||||
| 21,358 | — | — | $ | 63.89 | 6/29/2027 | — | — | 21,358 | — | — | $ | 63.89 | 6/29/2027 | — | $ | — | |||||||||||||||||||||||||||||||||||||||
| 17,424 | — | — | $ | 75.18 | 2/1/2028 | — | — | 17,424 | — | — | $ | 75.18 | 2/1/2028 | — | $ | — | |||||||||||||||||||||||||||||||||||||||
| 23,757 | 11,878 | (4) | — | $ | 59.89 | 1/31/2029 | — | — | 35,635 | — | — | $ | 59.89 | 1/31/2029 | — | $ | — | ||||||||||||||||||||||||||||||||||||||
| 13,307 | 26,613 | (5) | — | $ | 65.31 | 1/30/2030 | — | — | 26,614 | 13,306 | (4) | — | $ | 65.31 | 1/30/2030 | — | $ | — | |||||||||||||||||||||||||||||||||||||
| — | — | 500,000 | (6) | $ | 34.28 | 12/2/2031 | 25,100 | (9) | $ | 944,764 | 166,500 | 333,500 | (5) |
| $ | 34.28 | 12/2/2031 | 16,817 | (9) | $ | 808,393 | ||||||||||||||||||||||||||||||||||
D. Zachary Hudson | 100,000 | 50,000 | (7) | — | $ | 57.76 | 9/29/2029 | — | — | 150,000 | — | — | $ | 57.76 | 9/29/2029 | — | $ | — | ||||||||||||||||||||||||||||||||||||||
| — | — | 500,000 | (6) | $ | 34.28 | 12/2/2031 | 23,008 | (9) | $ | 866,021 | 166,500 | 333,500 | (5) | — | $ | 34.28 | 12/2/2031 | 15,415 | (10) | $ | 740,999 |
(1) | The remaining unvested portion of this stock option grant vests as follows: 500,000 options vested |
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(4) | The remaining unvested portion of this stock option grant vested on |
(5) | The remaining unvested portion of this stock option grant vests as follows: |
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EXECUTIVE COMPENSATION AND OTHER INFORMATION
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Market value is determined based on the closing price of our Common Stock of |
(7) | The remaining unvested restricted stock units vests as follows: 49,500 restricted stock units vest on April 26, 2023 and 51,000 restricted stock units vest on April 26, 2024. |
(8) | The remaining unvested restricted stock units vests as follows: 27,610 restricted stock units vest on April 26, 2023 and 28,447 restricted stock units vest on April 26, 2024. |
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(10) | The remaining unvested restricted stock units vests as follows: 7,593 restricted stock units vest on April 26, 2023 and 7,822 restricted stock units vest on April 26, 2024. |
50 | LAS VEGAS SANDS 2023 Proxy Statement |
EXECUTIVE COMPENSATION AND OTHER INFORMATION
— OPTION EXERCISES AND STOCK VESTED IN 20212022
The following table sets forth information concerning the exercise of stock options and the vesting of restricted stock awards by our named executive officers during 2021:2022:
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OPTION AWARDS | STOCK AWARDS | |||||||||||||||||||
NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES VESTED (#) | VALUE REALIZED ON VESTING(1) ($) | ||||||||||||||||
Robert G. Goldstein | — | $ | — | 49,500 | $ | 1,720,125 | ||||||||||||||
Patrick Dumont | — | $ | — | 27,611 | $ | 959,482 | ||||||||||||||
Randy Hyzak | — | $ | — | 8,283 | $ | 287,834 | ||||||||||||||
D. Zachary Hudson | — | $ | — | 7,593 | $ | 263,857 |
(1) | Market value on each vesting date is determined based on the closing price of our Common Stock as reported on the NYSE on the applicable vesting date (or the last trading date before the vesting date if the vesting date falls on a non-trading date) and equals the closing price multiplied by the number of vested shares. |
— POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Employment Agreements
The employment agreements for Messrs.Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson provide for payments and the continuation of benefits upon certain terminations of employment from the Company. All payments under the executive employment agreements for Messrs.Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson in connection with a termination of employment are subject to the applicable named executive officer’s agreement to release the Company from all claims relating to his employment and the termination of his employment. These named executive officers also are subject to covenants restricting their ability to compete with the Company or to hire Company Team Members for a specified period following termination of employment.
Mr. Adelson passed away on January 11, 2021. In accordance with his employment agreement, the Company is obligated to pay or provide Mr. Adelson’s estate certain payments and benefits upon his death, as described below.
Change in Control Arrangements
The employment agreements for Messrs.Mr. Goldstein, Mr. Dumont, Mr. Hyzak, and DumontMr. Hudson provide severance benefits in the context of a “change in control” of the Company, which is defined in the Company’sour Amended and Restated 2004 Equity Award Plan and is deemed to occur upon: