LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    4

PROXY SUMMARY

Beginning in February 2020 through the date of this report, our operations have been significantly impacted by the COVID-19 Pandemic. Steps were taken by various countries, including those in which we operate, to restrict inbound international travel and implement closures of non-essential operations, including each of our Integrated Resorts, for certain periods in 2020.

Our principal focus during the COVID-19 Pandemic has been the safety and well-being of our Team Members and patrons and providing support for the communities in which we operate. Since February 2020, we have provided significant financial aid, donated food to organizations helping vulnerable members of society and delivered practical solutions such as donations of personal protective equipment (“PPE”), COVID-19 test kits and other essential equipment in our host markets.

The COVID-19 Pandemic had a material negative impact on our operating results in 2020. Our revenues declined 74% year-on-year to $3.61 billion and we recorded a net loss in 2020 of $2.1 billion. Despite the challenges our Company and industry faced, we stood by our communities and Team Members, forgoing furloughs and layoffs to maintain steady paychecks and health benefits when it mattered most. We were pleased to have reached positive adjusted property EBITDA for the fourth quarter of 2020, as some restrictions were eased and visitation to our properties in both Macao and Singapore began to recover.

We suspended our regular dividend program in April 2020 in response to the uncertainty created by the COVID-19 Pandemic. We did not pay any management incentive compensation related to the 2020 fiscal year.

Our financial strength, however, allowed us to accelerate our capital investment programs in support of diversification and long-term development objectives in Macao. We also continue to invest in our existing facilities at Marina Bay Sands and remain committed to the expansion of our market-leading Integrated Resort in Singapore.

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 succeeds him in the CFO role, having previously served as our Chief Accounting Officer.

The planning and execution of leadership transition is one of the most important functions of the Board. We are pleased to have developed sufficient senior leadership talent within the organization to enable us to fill three executive positions with highly qualified internal candidates. We will continue to identify and develop executive talent within our organization to ensure effective future leadership transitions.

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    5

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

Sands is committed to being a valuable contributor through collaboration with Team Members, trade partners, including small and medium-sized enterprises, and local communities. Beyond being an economic engine that drives business and leisure tourism in our host regions, we strive to be a good corporate citizen committed to working with local governments, civic leaders and the public sector to create healthy, resilient and sustainable communities.

The pillars of our corporate responsibility framework highlight our focus on being an employer and business partner of choice, engaging with communities to address their specific issues and needs, and minimizing our environmental impact through sustainable practices. We believe our execution of initiatives across these pillars provides a better patron experience, creates more efficient operations, supports a thriving business climate and will contribute to higher stockholder returns over the long term.

Recognition of our achievements in these areas include:

Member of DOW Jones Sustainability Indices Powered by the S&P Global CSA

In 2020, we published our inaugural Environmental, Social & Governance annual report (ESG Report) for 2019. The 2019 ESG Report is available on our website and contains further information on our environmental sustainability performance, including data indices that reflect the reporting standards of the Global Reporting Initiative (GRI) and the Sustainability Accounting Standards Board (SASB).

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    6

We made the decision to suspend our regular dividend program in April 2020, in response to the uncertainty created by the COVID-19 Pandemic. It is our expectation that the circumstances that led to that dividend suspension and the challenging operating conditions of the business in 2020 are temporary. Our underlying strategy of delivering high returns on invested capital and profitable growth remains in place. We look forward to future success in delivering against those objectives and the consequent resumption of a return of capital to stockholders after our business achieves recovery in cash flow generation and we consider it appropriate to do so.

Global Industry	Delivering Profitable	Driving Stockholder	Returning Capital to
Leadership	Growth	Return	Stockholders

We are committed to sustainable corporate governance practices that promote long-term value creation, transparency and accountability to our stockholders. Below are the highlights of our corporate governance practices.

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    7

The Company has a history of actively and transparently engaging with our stockholders. An important element of our stockholder engagement process is to understand any areas of particular concern. We acknowledge the lower than desired stockholder approval for our advisory votes on compensation for our named executive officers in the last three years. We have actively engaged with stockholders to gather feedback on the design and structure of our executive compensation programs. We value this important dialogue with stockholders on our executive compensation program design and we considered that dialogue as an important component of input as we designed the compensation packages for our executive officers completed in March 2021.

This dialogue on corporate responsibility, ESG and 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 dialogue provides important perspectives as we seek to deliver stockholder value through our corporate responsibility and ESG efforts.

	Further	Board
Proposals to be Voted On	Information	Recommendation
1  Elect ten directors to the Board to serve until the 2022 Annual Meeting	Page 64	For
2  Ratify the appointment of our independent registered public accounting firm	Page 65	For
3  An advisory (non-binding) vote on compensation for our named executive officers	Page 66	For

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    8

CORPORATE RESPONSIBILITY

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 in the regions where we operate. We further this positive impact through our corporate responsibility platform, built on the pillars of People, Communities and Planet. The initiatives that underpin these pillars have been identified and developed through engagement with our key stakeholders and assessment of the environmental and social issues that are most relevant to them and our business. In establishing a corporate responsibility strategy to address environmental and social impacts, we seek to prioritize the initiatives that matter most.

Corporate Responsibility: Significant External Factors Influencing 2020

We focused on each of our corporate responsibility pillars of People, Communities and Planet throughout 2020.

The impact of the COVID-19 Pandemic on our business, our Team Members and their families, the communities in which we operate, and the wider hospitality and tourism industry has been considerable. Despite the challenges our Company and industry faced, we stood by our communities and Team Members, forgoing furloughs and layoffs to maintain employment and healthcare benefits.

Since February 2020, we also have provided approximately $3.1 million in financial aid, donated more than 68,000 pounds of food to organizations helping vulnerable members of society and delivered practical solutions such as donations of PPE, COVID-19 test kits and other essential equipment to healthcare workers, first responders, emergency services providers, schools and vulnerable populations.

To protect our patrons and Team Members, we have made physical changes to our properties, such as the installation of thermal screening points at entrances and changes to our heating, ventilation and air conditioning (HVAC) systems.

Also, in 2020, we enhanced our diversity and inclusion efforts through the implementation of a new DEI charter and creation of a DEI advisory council. We also created opportunities for our Team Members and community stakeholders to share their feelings, perspectives and ideas, evaluating opportunities to make greater impact and strengthening our DEI efforts.

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    9

Sands Corporate Responsibility Platform

Our commitment to corporate responsibility is fundamental to our business and represents a long-term investment in our Team Members, patrons and suppliers; the communities in which we operate; the global ecological environment; and all stakeholders in our business.

PEOPLE

Our Team Members, patrons, suppliers and partners are the forces behind our contributions to a thriving hospitality and tourism industry in our local regions. Recognizing that the exceptional service and amenities our Integrated Resorts provide and the responsible work we do in each of our communities are built on the people who drive and patronize our business, we aim to be the employer and partner of choice in each of our global regions. Our human capital programs are focused on driving professional growth; diversity, equity and inclusion, health, safety and well-being; and responsible gaming and business practices.

COMMUNITIES

We are a committed collaborator in promoting our regions as desirable places to live, work and visit. Through our Sands Cares community engagement and charitable giving program, we strive to make our regions strong by improving quality of life and supporting the community’s ability to respond to challenges. We are focused on fostering regional resilience through social support and disaster relief, advancing the local hospitality industry through workforce empowerment and education; and preserving local culture and identity through investments in cultural and natural heritage.

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 responsible operations and green meetings and events. Our program is aligned with the United Nations Sustainable Development Goals and other key environmental standards in the areas of energy, water, waste, procurement, food and transportation.

Sands Corporate Responsibility Programs and Initiatives

PEOPLE

SANDS ACADEMY

In our quest to be the employer of choice in each of our regions, we provide innovative learning solutions through our Sands Academy global training and development platform. Courses, learning tools, coaching opportunities and one-on-one consulting help Team Members reach their potential and create opportunities for advancement and personal growth.

SMALL AND MEDIUM ENTERPRISES

Support for small and medium-sized enterprises (SMEs) remains at the forefront of our efforts to positively impact our host communities. Financial support, training opportunities and our commitment to local procurement are just some of the ways in which local SMEs benefited from our dedicated SME programs in 2020. In Macao, Sands China operates the

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    10

Sands Procurement Academy that works to develop local SME suppliers by sharing business knowledge and skills, helping them gain the necessary experience and capacity to facilitate business with large-scale international customers. This is typical of the programs that we have developed throughout our host communities. Our commitment has continued unabated during the COVID-19 Pandemic.

DIVERSITY, EQUITY AND INCLUSION

We are dedicated to creating a diverse and inclusive culture that spans the recruitment, training and development of individuals, as well as the engagement with businesses and community partners, that come from all experiences, ages, cultural and racial backgrounds, sexual orientations, genders, gender identities, social classes, physical abilities and attributes, national origins, and religious and spiritual beliefs. Our DEI initiatives are focused on five core areas: human resources and talent management, supplier diversity and inclusion, community outreach, benchmarking and communication, and corporate governance.

SANDS PROJECT PROTECT

We are committed to creating and investing in industry-leading policies and procedures that not only meet but exceed government regulations and the expectations of our patrons, Team Members, suppliers, vendors and communities. Our Sands Project Protect program safeguards against a range of critical social issues through education, training and protocols in the areas of:

COMMUNITY

SANDS CARES

Our global community engagement and charitable giving program, Sands Cares, integrates our community support to address our regions’ most pressing issues through problem-solving, financial giving, in-kind support and volunteerism. Our signature global Sands Cares programs include:

Sands Cares Accelerator

This unique, capacity-building program works to fast-track invited nonprofit members with a proven track record of accomplishment toward the next stage of their evolution. Through a three-year engagement, the Sands Cares Accelerator enables community organizations to further entrench in their missions and deliver greater community impact with financial investment, strategic guidance, mentorship and in-kind support from Sands that helps them advance to a new level or achieve a strategic goal.

Sands Cares Global Hygiene Kit Build

Through the Sands Cares Global Hygiene Kit Build with Clean the World, our Team Members annually produce hundreds of thousands of hygiene kits to support people affected by disasters, as well as underprivileged populations without any or limited access to proper hygiene. According to Clean the World, soap saves lives by preventing disease and nurturing positive self-care, and the Sands Cares Kit Global Hygiene Kit Build has provided more than one million kits to populations in need since its inception in 2015.

PLANET

SANDS ECO360

We are committed to ensuring the long-term environmental health of our regions as sustainable tourism destinations by practicing responsible development and reducing our impact on the natural environment. Our approach to environmental sustainability focuses on six key themes: energy, transportation, water, waste, food and procurement. We address each theme within the three pillars of the Sands ECO360 program to ensure our initiatives span the full scale of the Company’s operations: green buildings, environmentally responsible operations, and green meetings and events.

In addition to our internal initiatives, Sands has developed a unique program to encourage sustainability in our local regions:

Drop By Drop Project

A collaborative water stewardship initiative in conjunction with long-time partner Clean the World Foundation, the Drop by Drop Project reinvests capital from Sands’ water stewardship efforts into innovative water projects in our Las Vegas, Macao and Singapore regions. Through the Drop by Drop Project, Sands repurposes savings from its water conservation efforts into community organizations that address four key topics:

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    11

Sustainability Initiatives

Our global sustainability targets for 2016-2020 were aligned with three United Nations Sustainable Development Goals (SDGs); SDG 7 Affordable and Clean Energy, SDG 6 Clean Water and Sanitation, and SDG 12 Responsible Consumption and Production. Our emissions reduction targets are approved by the Science Based Targets initiative and are aligned with The Paris Agreement to limit global warming to well-below 2 degrees Celsius.

Our 2020 targets from a 2015 baseline included:

Despite business disruption related to the COVID-19 Pandemic, successful sustainability initiatives in 2020 included:

Our ESG Report 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). The report is available on our website at https://www.sands.com. We are providing the address to our internet site here and elsewhere solely for the information of our investors. We do not intend the address to be an active link or to otherwise incorporate the contents of the website into this proxy statement.

Key Components of our Corporate Responsibility and ESG Programs

Our corporate responsibility and ESG programs are comprised of the following initiatives and policies:

	Comprehensive ESG Report Including GRI and SASB Disclosure			Code of Business Conduct and Ethics
	Alignment with U.N. Sustainable Development Goals			Supplier Code of Conduct
	Emission Reduction Goals Approved by Science-Based Targets Initiative			Anti-Corruption Policy
	CDP Climate Change and Water Security Disclosure			Reporting and Non-retaliation Policy
	Diversity, Equity and Inclusion Charter			Responsible Gaming Program
	Small and Medium Enterprises Support Programs in our Local Communities			Global Training and Development Program
	Human Rights Statement			Global Community Engagement and Charitable Giving Program
	Global Human Trafficking Prevention Policy

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    12

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 DO NOT DO
	60% Independent Directors. Six of our ten directors standing for election have been determined by us to be “independent” as defined by the NYSE listing standards.			No Classified Board. Our directors are elected annually for one-year terms.
	Increasing Diversity of Directors. We increased the female representation on our Board to 20% at the beginning of 2021.			No Poison Pill or Stockholder Rights Plan. We do not have a “poison pill” or stockholder rights plan.
	Annual Board and Committee Self-Evaluations. The Board and each committee annually conduct a comprehensive self-evaluation process.			No Use of Inside Information to Trade in the Markets. Our Code of Business Conduct and Ethics prohibits our directors, officers and Team Members from trading in company stock while in possession of material non-public information.
	Systemic Risk Oversight by Board and Committees. Our Board has overall responsibility for risk oversight, while each of our Audit, Compensation and Compliance Committees monitor and address risks within the scope of their particular expertise or charter.			No Option Trading or Short Selling of Our Securities. None of our directors and officers are permitted to trade in, puts, calls or other derivatives in respect of Company securities or sell Company securities “short”.
	Entirely Independent Committees. All of the members of our Audit, Compensation, Compliance and Nominating and Governance Committees are independent.			No Hedging of Our Securities. Our anti-hedging policy prohibits our directors and officers from engaging in any hedging or monetization transactions involving our securities.
	Audit Committee Financial Experts. All of the members of our Audit Committee qualify as “financially literate” as required by the NYSE.			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 requires directors may not sell their annual awards while a member of the Board.
	Director Training and On-boarding. We have a robust on-boarding and quarterly training program for our directors focusing on specific items impacting our Integrated Resort operations.

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    13

STOCKHOLDER ENGAGEMENT

During fiscal 2020, we engaged with representatives of the majority of our largest institutional stockholders. Principal areas of discussion included:

The following diagram provides an overview of the Company’s stockholder engagement practice:

The Company has a history of actively and transparently engaging with our stockholders. This 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 on engagement with portfolio managers and analysts with investment allocation responsibility. In recent years, that engagement has evolved to extend to representatives that have specific responsibility for corporate governance at certain 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 and video conferences. Our outreach program reflects our geographically diverse stockholder base and is designed to ensure we understand and consider the issues of importance to our stockholders. We engaged in 2020 with a substantial majority of the largest active-management and passive investors in Las Vegas Sands Common Stock.

In our interactions with stockholders in 2020, we proactively sought dialogue on our efforts within corporate responsibility, which includes the areas of environmental, social and governance issues impacting our operations. As a result of this dialogue, we launched in 2020 our inaugural ESG Report (available on our website at https://www.sands.com) to further engage and inform our stockholders on these topics.

An important element of our stockholder engagement process is to understand any areas of particular concern. We acknowledge the lower than desired stockholder approval for our advisory votes on compensation for our named executive officers the last three years. We have actively engaged with stockholders to gather feedback on the design and structure of our executive compensation programs. We value this important dialogue with stockholders on our executive compensation program design and we considered that dialogue as an important component of input as we designed the compensation packages for our executive officers completed in March 2021, which increased at-risk compensation and provided multiple metrics for performance-based compensation for both equity and non-equity incentive compensation.

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 will provide important perspectives as we seek to deliver stockholder value through our corporate responsibility and ESG efforts.

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    14

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of March 15, 2021, as to the beneficial ownership of our Common Stock, in each case, by:

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    15

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    16

BOARD

Our Board currently has ten directors. The term of office of the current directors will expire at the 2021 Annual Meeting. Stockholders will be asked to consider the following ten nominees to serve as director until the 2022 Annual Meeting and until his or her respective successor has been duly elected and qualified or until such director’s resignation, disqualification, death or removal: Irwin Chafetz, Micheline Chau, Patrick Dumont, Charles D. Forman, Robert G. Goldstein, George Jamieson, Nora M. Jordan, Charles A. Koppelman, Lewis Kramer and David F. Levi.

Each of the nominees is a current director of the Company who has indicated he or she 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, seven operating segments and significant development and construction initiatives. Strict adherence to gaming and other regulations across three jurisdictions, two of which are in Asia, is essential. The ability to provide the appropriate oversight and risk assessment responsibilities is demonstrated in our directors’ professional careers, which include:

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, background and diversity.

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    17

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

Qualifications, Expertise & Attributes		Goldstein	Dumont	Chafetz	Forman	Chau	Jamieson	Jordan	Koppelman	Kramer	Levi
	Accounting/Audit/Finance
	Senior Leadership
	Compliance/Governance/Legal
	Hospitality/Gaming/MICE
	Public Company Board Experience

Below are the backgrounds of the director-nominees:

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    18

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    19

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    20

INFORMATION REGARDING THE BOARD AND OTHER 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 generally require all of the members of a company’s Audit Committee, Compensation Committee and Nominating and Governance Committee to be independent directors.

The Company qualifies 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. The Board consists of a majority of independent directors, although, as a controlled company, the Company is exempt from the general NYSE requirement to have a majority of independent directors serve on the Board. The Board has a nominating and governance committee and a compensation committee composed entirely of independent directors, although this is not required because as a controlled company the Company is exempt from the applicable NYSE requirement.

Independent Directors

The Board has determined six of the ten current members of the Board, namely Mses. Chau and Jordan, and Messrs. Jamieson, Koppelman, Kramer and 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. Chafetz and 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. Chafetz and Forman may have their financial interests aligned and, therefore, the Board does not consider Messrs. Chafetz and Forman to be independent directors.

Board Meetings

The Board held ten meetings during 2020. The work of the Company’s directors is performed not only at meetings of the Board and its committees, but also by consideration of the Company’s business through the review of documents and in numerous communications among Board members and others. In 2020, all directors attended at least 75% of the aggregate of all meetings of the Board and committees on which they served during the periods in which they served.

Annual Meeting

Our directors are encouraged to attend each annual meeting of stockholders and all of our directors attended our 2020 annual meeting of stockholders held on May 14, 2020.

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    21

The table below illustrates the current chairs and membership of the Board and of each standing Board committee, the independence status of each Board member and the number of Board and board committee meetings held during fiscal 2020.

Director	Board	Audit Committee	Compensation Committee	Nominating and Governance Committee	Compliance Committee
Robert G. Goldstein	Chair
Patrick Dumont
Irwin Chafetz
Charles D. Forman
Micheline Chau*
George Jamieson*					Chair
Nora M. Jordan*
Charles A. Koppelman*			Chair
Lewis Kramer*		Chair
David F. Levi*				Chair
2020 MEETINGS	10	7	5	6	4

*	Independent Director
	Member

Note: Mr. Adelson was Chairman of the Board for the full fiscal year of 2020 but passed away on January 11, 2021.

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.

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    22

Compensation Committee Interlocks and Insider Participation

None of the individuals who served as a member of our Compensation Committee during 2020 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.

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    23

Operational Compliance Committees

The Company has operational compliance committees (the “Operational Compliance Committees”) for each of its gaming operations in Las Vegas, Macao and Singapore. The Company created the Operational Compliance Committees to exercise its best efforts to identify and evaluate situations arising in the course of the Company’s business, wherever conducted, which may have an adverse effect upon its objectives or those of gaming control and thereby cause concern to any gaming authority. The Operational Compliance Committees monitor the Company’s activities so as to assist the Company’s senior management with regard to the Company’s: business associations, that is, to protect the Company from associations with persons denied licensing or other related approvals, or who may be deemed unsuitable to be associated with the Company; business practices and procedures; compliance with any special conditions imposed upon the Company’s licenses; reports submitted to gaming authorities; and compliance with the laws, regulations and orders of governmental agencies having jurisdiction over the Company’s gaming or business activities. The Operational Compliance Committee in Las Vegas operates under a written regulatory Compliance Program approved by the Nevada Gaming Control Board; in Macao, the Operational Compliance Committee operates under a Compliance Plan approved by the Sands China Ltd. (“SCL”) Audit Committee; and in Singapore, the Operational Compliance Committee operates under a written Compliance Plan submitted to the Casino Regulatory Authority of Singapore. The Company’s Senior Vice President and Global Chief Compliance Officer chairs the Las Vegas Operational Compliance Committee and the Chief Compliance Officers in each of Macao and Singapore chair their respective Operational Compliance Committees. The chairs of the Operational Compliance Committees report to the applicable board oversight body in their respective region: the Compliance Committee, in the case of Las Vegas, the SCL Audit Committee, in the case of Macao, and the Marina Bay Sands (“MBS”) Board, in the case of Singapore. The members of the Operational Compliance Committees are Team Members of their respective entities. The Las Vegas Operational Compliance Committee also has an independent member who is not otherwise employed by the Company and who possesses a background in and extensive experience with gaming control in Nevada.

The planning and execution of leadership succession is one of the most important functions of the Board. It was with great sadness that in January 2021, with the passing of our Founder Mr. Sheldon G. Adelson, we were required to implement a leadership transition. We are pleased to have developed sufficient senior leadership talent within the organization to enable us to fill three executive positions with highly qualified internal candidates.

Our Chairman & Chief Executive, working with the Nominating and Governance Committee and the Board, will continue to plan and identify executive talent within and outside our organization to ensure effective future leadership transitions.

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    24

CORPORATE GOVERNANCE

Commitment to Corporate Governance

Our Board and management have a strong commitment to effective corporate governance. We operate in three countries and are regulated in three 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:

Copies of each of these documents are available on our website at https://investor.sands.com by clicking on “Documents & Charters” within the “Governance & Corporate Responsibility” section. Copies also are available without charge by sending a written request to the following address: Investor Relations, Las Vegas Sands Corp., 3355 Las Vegas Boulevard South, Las Vegas, Nevada 89109.

Corporate Governance Guidelines

We have adopted Corporate Governance Guidelines for our Company that set forth the general principles governing the conduct of the Company’s 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’s 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’s 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 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.

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.

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    25

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 Nominating and Governance Committee has the discretion to weigh these factors as it 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. 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 the most familiar with the Company’s 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 previous performance as President and Chief Operating Officer, his very positive relationships with other members of the Board and the strategic vision and perspective he would bring to the position of Chairman and Chief Executive Officer. The Board was uniformly of the view that Mr. Goldstein would provide excellent leadership of the Board in the performance of its duties and that naming him as Chairman and Chief Executive Officer would serve 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.

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    26

The Board’s Role in Risk Oversight

The Board, directly and through its committees, is actively involved in the oversight of the Company’s risk management policies. The Audit Committee is charged with overseeing enterprise risk management, generally, and with reviewing and discussing with management the Company’s major financial risk exposures and the steps management has taken to monitor, control and manage these exposures, including the Company’s risk assessment and risk management guidelines and policies. The Audit Committee meets regularly with those members of management responsible for the Company’s information security program and its related priorities and controls, and receives updates on data security that include cybersecurity resilience and emerging trends, as well as progress toward key Company initiatives in this area. The Compensation Committee oversees the Company’s compensation policies, generally, to determine whether they create risks that are reasonably likely to have a material adverse effect on the Company. The Compliance Committee assists the Board in overseeing the Company’s compliance program, including compliance with the laws and regulations applicable to the Company’s business and compliance with the Company’s Code of Business Conduct and Ethics and other policies. The Audit Committee, the Compensation Committee and the Compliance Committee receive reports from, and discuss these matters with, management and regularly report on these matters to the Board.

2020 Executive Compensation Risk Assessment

The Compensation Committee has evaluated the Company’s compensation structure from the perspective of enterprise risk management and the terms of the Company’s compensation policies generally, and believes the Company’s 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. As described under “Compensation Discussion and Analysis” below regarding bonuses for our named executive officers, Mr. Adelson was eligible to receive a bonus under his employment agreement, subject to the Company’s achievement of predetermined performance goals. During 2020, the Company did not meet the predetermined performance goals; as a result, Mr. Adelson did not receive a bonus payment for 2020. Under their employment agreements, the other named executive officers are eligible for bonuses, up to a target percentage of their respective base salaries, based on the achievement of predetermined performance criteria established by the Compensation Committee. During 2020, the Company did not meet the predetermined performance criteria; as a result, the other named executive officers did not receive bonus payments for 2020. The Compensation Committee’s active oversight of bonus payouts 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 250% for the Chairman and 100% for our other named executive officers, and all Team Members eligible to receive bonuses are subject to our forfeiture of improperly received compensation policy.

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.

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    27

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

3355 Las Vegas Boulevard South

Las Vegas, Nevada 89109

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.

3355 Las Vegas Boulevard South

Las Vegas, Nevada 89109

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.

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    28

EXECUTIVE OFFICERS

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.

On January 26, 2021, the Board appointed Mr. Goldstein as Chairman and Chief Executive Officer, Patrick Dumont as President and Chief Operating Officer and Randy 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 took a medical leave of absence. Mr. Adelson passed away on January 11, 2021.

For background information on Messrs. Goldstein and Dumont, please see “Board.”

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.

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    29

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 2020:

We also included in the following discussion, the new employment agreements the Company has entered into with each of its current executive officers in March 2021, in connection with the execution of the leadership succession planning previously discussed.

In fiscal 2020, 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, our primary 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, we have continued to execute on our long-term strategic objective of growing the business by investing in capital projects we believe will produce a high return on invested capital in our industry-leading Integrated Resorts in Macao and Singapore. The key accomplishments by our senior management team during 2020 included:

The Company’s 2020 financial performance results include:

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 an executive compensation program to accomplish the following primary objectives:

In 2020, the principal components of total direct compensation and their key objectives for the named executive officers are set forth below:

Compensation Mix: 2020 Actual

CEO COMPENSATION MIX	OTHER NEO COMPENSATION MIX

Illustration of Compensation Mix Under New Employment Agreements

New employment agreements were implemented with our executive officers in March 2021. The new agreements are designed to reduce the salary component as a proportion of overall compensation and increase the proportion of equity and at-risk components. We also expanded our performance metrics to include ESG factors as well as financial performance for both equity and non-equity incentive compensation. The following pro-forma illustrations demonstrate the approximate impact of these new agreements on the elements of executive compensation.

CEO COMPENSATION MIX	OTHER NEO COMPENSATION MIX

Note: The above illustration for the 2021 employment agreements reflect the following:

We have entered into employment agreements with Messrs. Adelson, Goldstein, Dumont and Hudson. The employment agreements provide the overall framework for the compensation for these named executive officers, including base salary, target bonus amounts and equity-based awards. The Compensation Committee approved the compensation packages for Messrs. Adelson, Goldstein, Dumont and 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 and the period in which each of these individuals has served as an executive officer.

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, 57% and 58% of the compensation of Mr. Adelson and our 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. Furthermore, when determining the compensation structure for Mr. Adelson, the Compensation Committee took into consideration his position as the majority stockholder of the Company through his and his family’s stock ownership. Because Mr. Adelson’s stockholdings served to align his interests with other stockholders, his compensation structure was designed to principally provide non-equity linked compensation.

The Compensation Committee believes at-risk compensation provides the 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 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.

Our executive compensation program reflects many best practices:

WHAT WE DO			WHAT WE DO NOT 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/measures			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
	A majority of executive compensation is variable and is tied to the Company’s performance
	Retain an independent executive compensation consultant

The major elements of compensation for our executive officers and details regarding how each component was determined are described below.

Base Salary

Base salary levels for the named executive officers are set forth in their respective employment agreements. The base salary amounts were determined at the time we entered into the various employment agreements based on each individual’s professional experience and scope of responsibilities within our organization, compensation levels for others holding similar positions in other organizations and compensation levels for senior executives at the Company.

Short-term Incentives

For 2020, 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.

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. Adelson, Goldstein, Dumont and Hudson, the Compensation Committee determined the 2020 EBITDA-based performance target to be based on the Company’s consolidated adjusted property EBITDA for the year ended December 31, 2020, 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.

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 2020 actual EBITDA-based performance for Messrs. Adelson, Goldstein, Dumont 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 2020 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 2020 budget and the Company’s operating and development plans for 2020. The Compensation Committee believes the achievement of the 2020 performance target required Messrs. Adelson, Goldstein, Dumont and Hudson to perform at a high level to earn the target bonus payment.

The Compensation Committee established a 2020 predetermined EBITDA-based performance target for Messrs. Adelson, Goldstein, Dumont and Hudson of $4.66 billion. 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 2020.

Mr. Adelson

Under his amended employment agreement, Mr. Adelson was eligible to receive an annual cash incentive bonus contingent on the Company’s achievement of annual performance targets that are EBITDA-based. Mr. Adelson’s annual cash bonus ranged from $0 (if the Company achieved less than 85% of the predetermined EBITDA-based performance target) to a maximum 250% of his annual base salary (if the Company achieved 100% or greater of the predetermined EBITDA-based performance target) (the “Maximum Bonus”). If the Company achieved 85% of the EBITDA target, Mr. Adelson’s annual cash bonus would have been 20% of the Maximum Bonus and the amount of the annual cash bonus would have been determined using straight line interpolation of achievement between 85% and 100% of the EBITDA-based performance target.

Messrs. Goldstein, Dumont and Hudson

Under their employment agreements, Messrs. Goldstein, Dumont 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 2020 Management Incentive Program, the Company must achieve at least 90% of the predetermined EBITDA-based performance target in order for Messrs. Goldstein, Dumont and Hudson to be eligible to receive annual bonuses. Their bonus payment amounts can be up to 100% of their respective target awards.

Long-term Incentives (Equity Awards)

Mr. Adelson was and Messrs. Goldstein, Dumont and Hudson are eligible for long-term equity incentives under the Company’s Amended and Restated 2004 Equity Award Plan, which is administered by the Compensation Committee and was created to allow us to attract, retain and motivate Team Members and to enable us to provide incentives directly related to increases in our stockholder value. Mr. Adelson was entitled under his amended employment agreement to an annual stock option grant to purchase shares of the Company’s Common Stock in accordance with the Amended and Restated 2004 Equity Award Plan. The employment agreements for Messrs. Goldstein, Dumont and Hudson provided for sign-on equity incentive awards, but did not provide for subsequent or annual grants of equity incentive awards. The Compensation Committee, however, is authorized to award such grants in its sole discretion. Providing such long-term equity incentives:

For more information about equity incentive awards, see “— Executive Compensation Related Policies and Practices — Grant Practices for Stock Options, Restricted Stock and Restricted Stock Units” and “Executive Compensation and Other Information — Employment Agreements.” Grants made during 2020 are included in the 2020 Grants of Plan-Based Awards Table.

Personal Benefits

We provide all of our eligible Team Members with a wide array of benefits, which include:

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:

We also pay for the cost of security services for Mr. Adelson and his immediate family members and Mr. Goldstein. These security measures were provided for the benefit of the Company and based on the advice of an independent security consultant. In connection with the aforementioned security concerns, Messrs. Adelson and Goldstein and their immediate family members utilize Company owned or managed aircraft for personal travel. Mr. Goldstein recognizes taxable income for any personal aircraft usage by him or his immediate family members, for which he receives a tax reimbursement from the Company for such personal aircraft usage. The Company did not pay for or incur any costs for the use of aircraft by Mr. Adelson or his family for personal travel in 2020. In October 2018, the Compensation Committee approved certain medical support services be provided to Mr. Adelson at the cost of the Company. Mr. Adelson recognized imputed taxable income for these medical services.

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 2020.

Employment Agreements in Place during 2020

Messrs. Adelson, Goldstein, Dumont and 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. Employment agreement terms and compensation for our executive officers are summarized as follows:

New Employment Agreements Implemented in March 2021

In March 2021, we entered into new or amended employment agreements with each of Messrs. Goldstein, Dumont, Hyzak and Hudson. Changes to the executive officers, and their role and title (except for Mr. Hudson) reflect the implementation of the previous discussed succession plan earlier this year. The new 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.

Change in Control and Termination Payments

The employment agreements with Messrs. Adelson, Goldstein, Dumont and Hudson provide for payments and the continuation of benefits upon certain terminations of employment, including for Messrs. Adelson, Goldstein and Dumont, following a change in control of the Company. Mr.  Adelson’s employment agreement allowed him to voluntarily terminate his employment at any time during the one-year period following a change in control. Mr. Goldstein’s and Mr. Dumont’s employment agreements provide the executive may voluntarily terminate his employment agreement upon 30 days’ and 90  days’ written notice, respectively, following a change in control, provided that his termination of employment may not be effective until twelve months following the change in control. In addition, the employment agreements with Messrs. Adelson, Goldstein, Dumont and Hudson include restrictive covenants relating to future employment. The Compensation Committee believes the post-termination payments provide important retention incentives during what can be an uncertain time for executives. They also provide executives with additional monetary motivation to focus on and complete a transaction that the 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 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’s Amended and Restated 2004 Equity Award Plan was originally established in 2004. 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.”

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 for compensation paid to certain members of senior management in excess of $1 million per year. Historically, this deduction limitation did 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 the 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 compensation paid to an individual who served as the chief executive officer or chief financial officer at 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.

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.

Policies Regarding Stock Ownership and Hedging the Economic Risk of Stock Ownership

The Company believes the number of shares of the Company’s Common Stock owned by each executive officer is a personal decision and encourages stock ownership, including through the compensation policies applicable to its executive officers. Accordingly, the Company has not adopted a policy requiring its executive officers to hold a minimum amount of the Company’s Common Stock during their employment at the Company.

Under our securities trading policy, our 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

The 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). The 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

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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 in the sole discretion of the 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. Each member of the Compensation Committee is an independent director 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.

At our 2020 annual meeting, our stockholders provided an advisory (non-binding) vote on the fiscal 2019 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 63% 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 2020 and the previous two years and, as a result, we are actively engaging to establish a dialogue with our stockholders on this important issue. Specifically, during 2020, 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 dialogue as an important component of input as we designed the compensation packages for our executive officers completed in March 2021. We will continue to solicit input during 2021 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 2020, see “Stockholder Engagement” above.

In connection with our appointments in early 2021 of Mr. Goldstein as Chairman and CEO, Mr. Dumont as President and COO and Mr. Hyzak as CFO, the Compensation Committee retained Korn Ferry, an independent compensation consulting firm (“Korn Ferry”), to provide updated peer group analysis and benchmarking with respect to the appropriate level of compensation for our executive officers, as well as recommendations and advice with respect to the execution of new or amended employment agreements with each of our executive officers. This updated peer group analysis and an overview of the benchmarking provided by Korn Ferry is described below under “– The Committee’s Compensation Consultant.”

In March 2021, we entered into new or amended employment agreements with each of Messrs. Goldstein, Dumont, Hyzak and Hudson. The employment agreements provide for:

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These new or amended employment agreements eliminated certain types of provisions previously included in the Company’s executive employment agreements that our stockholders may have considered to be problematic, including:

We look forward to continuing the important and valuable dialogue with our stockholders regarding our executive compensation program structure and design.

For 2020, the Compensation Committee retained AETHOS Consulting Group (“AETHOS”) as its independent compensation consultant. AETHOS provides its 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 2021, see “Director Compensation” below.

The Compensation Committee determined AETHOS 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 AETHOS, and concluded no conflict of interest exists that would prevent AETHOS from independently advising the Compensation Committee.

In early 2021, the Compensation Committee retained Korn Ferry to provide updated benchmarking with respect to the appropriate level of compensation for our executive officers 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. Goldstein, Dumont, Hyzak and 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. Goldstein and Hyzak and a combined set of comparables for Messrs. Dumont and Hudson (positions for which there were fewer publicly-disclosed direct matches than for the CEO and CFO positions).

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Primary Peer Group

Secondary Peer Group

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, based on a comparison of the total direct compensation provided to our executive officers against the total direct compensation provide 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 75^th percentile of our peer companies for similar positions, with actual target total direct compensation recommendations ranging from the 50^th to the 92^nd 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.

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.

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    46

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis contained in this Proxy Statement with management and, based on the review and discussions, the Compensation Committee recommended to the Board 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, Chair

Micheline Chau

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.

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    47

EXECUTIVE COMPENSATION AND OTHER INFORMATION

The following table provides information regarding compensation for the years indicated for our named executive officers:

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    48

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    49

The following table presents information on potential payment opportunities in respect of 2020 performance for Messrs. Adelson, Goldstein, Dumont and Hudson and equity awards granted to them during 2020 under our Amended and Restated 2004 Equity Award Plan:

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    50

The following table sets forth information concerning our stock options and shares of restricted stock held by Messrs. Adelson, Goldstein, Dumont and Hudson as of December 31, 2020.

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    51

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 2020:

LAS VEGAS SANDS CORP.•  2021 PROXY STATEMENT    52

Employment Agreements

The employment agreements for Messrs. Adelson, Goldstein, Dumont and 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. Adelson, Goldstein, Dumont and 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.

Change in Control Arrangements

The employment agreements for Messrs. Adelson, Goldstein and Dumont provide severance benefits in the context of a “change in control” of the Company, which is defined in the Company’s Amended and Restated 2004 Equity Award Plan and is deemed to occur upon: