| | LAS VEGAS SANDS 2023 Proxy Statement | | 25 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
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 South5500 Haven Street
Las Vegas, Nevada 89109 89119 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
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 Southc/o Audit Committee of the Board of Directors
5500 Haven Street Las Vegas, Nevada 8910989119 Attention: Office of the General Counsel All communications will be reviewed under Audit Committee direction and oversight by the Office of the General Counsel, the Audit Services Group, which performs the Company’s internal audit function, or such other persons as the Audit Committee determines to be appropriate. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review. Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee. The Office of the General Counsel will prepare a periodic summary report of all such communications for the Audit Committee. LAS VEGAS SANDS CORP.• 2021 PROXY STATEMENT 28
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| EXECUTIVE OFFICERS |
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. Name | Age | Title | | | | | | NAME | | AGE | | TITLE | | | | Robert G. Goldstein | 65 | 67 | | Chairman of the Board,and Chief Executive Officer and Treasurer | | | | Patrick Dumont | 46 | 48 | | President and Chief Operating Officer | | | | Randy Hyzak | 51 | 53 | | Executive Vice President and Chief Financial Officer | | | | D. Zachary Hudson | 41 | 43 | | Executive Vice President, Global General Counsel and Secretary |
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.Mr. Goldstein and Mr. Dumont, please see “Board.“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 Presidentvice president and Chief Accounting Officerchief 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
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| | LAS VEGAS SANDS 2023 Proxy Statement | | 27 |
| | COMPENSATION DISCUSSION AND ANALYSIS |
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: (1) | Mr. Adelson passed away January 11, 2021. |
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.2022:
— | 2020 ACCOMPLISHMENTS | | | | | | ∎ | | ∎ | | ∎ | | ∎ | | | | | 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 |
— 2022 KEY ACCOMPLISHMENTS & FINANCIAL RESULTS 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,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 2020 included:2022 included the following important operational and strategic initiatives:
Navigated the COVID-19 Pandemic while fully supporting• | | Prepared our operations for travel and tourism spending recovery |
As travel patterns began to recover and visitation increased, our Team Members by forgoing furloughs and layoffs and maintaining steady paychecks and health benefits; Developed and implementedadjusted property EBITDA at MBS in Singapore was positive in all four quarters of 2022. On a hold-normalized basis, our re-opening strategy for our operating propertiesadjusted property EBITDA at MBS increased sequentially in each jurisdiction, putting in place new protocols and procedures to limit the spread of the virussecond, third and protectfourth quarters of 2022. Our ability to achieve that pace of recovery required considerable planning, preparation, adaptation and execution across our MBS operations. Of equal importance throughout 2022 was our executive team’s preparation for the well-beingreturn of our Team Memberstravel and patrons;
Mitigated the COVID-19 Pandemic’s impact on our liquidity through the issuance of $1.50 billion of SCL senior unsecured notes, securing the option to draw an additional $1.0 billion on our SCL credit facility, amending each of our SCL, Singapore and U.S. credit facilities to waive the requirements to comply with certain financial covenants through and including December 31, 2021, and implementing certain cost reduction programs;
Progressed construction in connection with the ongoing $2.2 billion investment programtourism spending in Macao includingduring 2023.• | | Continued capital investment in our most important markets |
In 2022, we completed the renovation, expansion and rebrandingremainder of Sands Cotai Central intothe initial phases of investments in the creation of The Londoner Macao, significantly enhancing the positioning of our Macao property portfolio in anticipation of the recovery in travel and tourism spending in that region. We also made substantial progress on the ~$1.0 billion renovation of MBS, which began its phased opening in 2020will introduce new world-class suites and will continue through 2021;luxury tourism offerings and Enhanced our diversity and inclusion efforts through substantially enhance the implementation of a new DEI charter and creation of a DEI advisory council. overall guest experience for premium customers. • | | Completed sale of Our Las Vegas Operating Properties |
The successful sale of our Las Vegas operations and assets for an aggregate purchase price of $6.25 billion, enhanced our balance sheet strength and liquidity as we prepared for the recovery of travel and tourism spending in Asia and allowed us to continue to invest meaningfully in our Macao and Singapore markets and pursue future growth opportunities in new markets. The sale process was successfully concluded in February 2022. • | | Secured a new ten-year gaming concession in Macao |
We were gratified to receive a new ten-year gaming concession in Macao, providing us the opportunity to continue our 20-year track record of investment in Macao and to enhance Macao’s business and leisure tourism appeal. Our successful tender for one of the six available licenses represents a very significant milestone reached in the attainment of our long-term strategic objectives. | | | | | | | | 28 | | LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT2023 Proxy Statement | 30 |
COMPENSATION DISCUSSION AND ANALYSIS The Company’s 20202022 financial performance results include:included:
| | | | | | | | | | | | | | | | | $4.11B | | Consolidated Net Revenue | | $1.54B | | Consolidated Net Loss From ContinuingOperations | | $732M | | Consolidated AdjustedProperty EBITDA from continuing operations(1) |
(1) | Refer to Annex A, which includes a reconciliation of non-GAAP consolidated adjusted property EBITDA to net loss.loss from continuing operations. |
— COMPENSATION BEST PRACTICES Our executive compensation program reflects many best practices: — | OBJECTIVES OF OUR EXECUTIVE COMPENSATION PROGRAM | | | | | | | | | | | WHAT WE DO | | | | WHAT WE DON’T DO | | | | | | ✓ | | Provide the opportunity for stockholders to vote on the advisory “say-on-pay” proposal on an annual basis | | | | | | No supplemental executive retirement plans | | | | | | ✓ | | Maintain a clawback policy for our cash and equity incentive awards | | | | | | No guaranteed bonuses | | | | | | ✓ | | Utilize short-term and long-term performance-based incentives | | | | | | No repricing of stock options | | | | | | ✓ | | Fully disclose our incentive plan performance measures | | | | | | No “golden parachute” excise tax gross ups | | | | | | ✓ | | Align our executive compensation structure with the interests of our stockholders | | | | | | No “single-trigger” vesting or benefits solely upon the occurrence of a change in control | | | | | | ✓ | | Provide for a majority of executive compensation that is at-risk and tied to the Company’s performance | | | | | | Provide for annual equity compensation for executive officers that does not have a performance-based element | | | | | | ✓ | | Retain an independent executive compensation consultant | | | | | | | | | | | | ✓ | | Include ESG metrics in our performance-based compensation | | | | | | |
— OUR EXECUTIVE COMPENSATION PROGRAM Objectives of Our Executive Compensation Program We design our executive compensation program to drive the creation of long-term stockholder value. We do this by tying compensation to the achievement of performance goals that promote creation of stockholder value and by designing compensation to attract and retain high-caliber executives in a competitive market for talent. Our executive compensation program is overseen by the Compensation Committee, which has developed an executive compensationthe program to accomplish the following primary objectives: Attract and retain key executive talent to support the Company’s 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;
Reward the executive officers by aligning their compensation with the achievement of Company financial objectives and their individual performance goals with our strategic objectives; and
Promote good corporate citizenship in our executive officers.
• | | Attract and retain key executive talent to support our strategic growth priorities and culture |
• | | Maximize long-term stockholder value through alignment of the compensation and interests of the executive officers with those of our stockholders, including by granting equity-based compensation in the form of restricted stock units and stock options that incentivize growing our business in ways that drive stock price appreciation over the long term |
• | | Reward the executive officers by aligning their compensation with the achievement of our financial and strategic objectives |
• | | Promote good corporate citizenship in our executive officers |
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| | LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT2023 Proxy Statement | 31 |
The above annual compensation mix is based on the employment agreement of each named executive officer and reflects the following: —• | ELEMENTS OF EXECUTIVE OFFICER COMPENSATION | Target annual incentive denotes annual cash bonus and assumes “at target” achievement of goals; and |
• | | Excludes benefits such as security, personal aircraft usage and health coverage. |
In 2020,The amounts represented above are the contractual annual amounts pursuant to these employment agreements. Actual amounts earned may differ for the year.
The principal components of total direct compensation and their key objectives for theour named executive officers are set forth below: Base Salary 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 provide the ability to continue our investment and development initiatives and increase stockholder returns;
Equity Awards are granted by the Compensation Committee to provide incentives to create and sustain longer-term growth in stockholder value; and
Personal Benefits are provided to allow our executives to effectively and efficiently focus on their Company roles and responsibilities.
Compensation Mix: 2020 Actual
CEO COMPENSATION MIX• | OTHER NEO COMPENSATION MIX | | | | 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. |
Note:• | Target Annual Incentive denotes bonus | Short-Term Incentives (Annual Cash Bonus) are structured to align to our global financial and Non-Equity Incentive Plan compensation; Other denotes 401(k), life and disability insurance, health care insurance, security, airfare and other benefits. Stock option related compensation represents the expense incurredoperational execution with targets established annually by the Company forCompensation Committee, taking into consideration the respective executive officers forannual budget approved by the year ended December 31, 2020, as determined pursuantBoard. The targets are designed to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. |
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:
| • | Assumes “at target” achievementencourage the continuation of goals for all performance-based compensation | | • | Reflects the full impact of multi-year equity compensation components at target | | • | Excludes equity granted outside of annual performance-based program | | • | Other compensation has been estimated based on historic compensation costs associated with each individualour investment and development initiatives and increase stockholder returns. |
LAS VEGAS SANDS CORP.•2021 PROXY STATEMENT | 32 |
— | THE PROCESS OF SETTING EXECUTIVE COMPENSATIONLong-Term Incentives (Annual Equity Awards) are granted by the Compensation Committee to provide incentives to create and sustain longer-term growth in stockholder value and are structured to align to our global financial and operational execution with targets established annually by the Compensation Committee, taking into consideration the annual budget approved by the Board. From time to time in its discretion, the Compensation Committee may also approve one-time equity grants. |
• | | Personal Benefits are provided to allow our executives to effectively and efficiently focus on their roles and responsibilities. |
The Process of Setting Executive Compensation We have entered into employment agreements with Messrs. Adelson,Mr. Goldstein, Mr. Dumont, Mr. Hyzak and 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. Adelson,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 and the period in which each of these individuals has served as an executive officer. 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, 57%84% and 58%77% of the compensation of Mr. AdelsonGoldstein 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. 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 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 | | | | | | | | 30 | | LAS VEGAS SANDS 2023 Proxy Statement | |
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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. — | COMPENSATION BEST PRACTICES |
As previously noted in “Stockholder Engagement” we have received input from investors regarding the compensation framework for our named executive officers. The primary focus of the feedback related to the long-term incentives under the employment agreements of our named executive officers, specifically the performance criteria associated with the long-term incentives being measured over only one year versus over multiple years. The Compensation Committee acknowledges the feedback, but currently considers the current one-year measurement period to be appropriate, taking into consideration the impact of COVID-19 in Asia on the Company’s operations in Macao and Singapore since February 2020. OurIn establishing the compensation for all named executive compensation program reflects many best practices:officers, other than the CEO, the Compensation Committee considers the recommendations and input of the CEO. The CEO performs annual performance reviews of the other named executive officers and makes recommendations to the Compensation Committee. The Compensation Committee considers these recommendations and ultimately makes the final decision.
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 | | | |
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— | MAJOR ELEMENTS OF EXECUTIVE OFFICER COMPENSATION |
— 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. Short-termShort-Term Incentives
(Annual Cash Bonus) For 2020,2022, our named executive officers were eligible for short-term performance-based cash incentives under their employment agreements, subject to the Company’s Executive Cash Incentive Plan. The Executive Cash Incentive Plan establishes a program of short-term incentive compensation awards for executive officers and other key executives that is directly related to our performance results. For more information about short-term incentive awards, see “Executive Compensation and Other Information — Employment Agreements.” 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.
Long-Term Incentives (Annual Equity Awards) Mr. Adelson Under his amended employment agreement,Goldstein, 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.Dumont, 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,Hyzak and 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.
LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT | 34 |
Long-term Incentives (Equity Awards)
Mr. Adelson was and Messrs. Goldstein, Dumont and 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. 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.Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson provided for sign-on equity incentive awards but did notin the form of restricted stock units and also provide for subsequent or annual grants of equity incentive awards.awards in the form of restricted stock units subject to meeting performance criteria set by the Compensation Committee. The Compensation Committee however, is authorized to award such grants in its sole discretion. Providingbelieves that providing such long-term equity incentives:
aligns our executive officers’ long-term interest with those of our stockholders;
• | | 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; |
ensures focus on building and sustaining stockholder value; and
• | | ensures focus on building and sustaining stockholder value; and |
• | | promotes retention of our executive officers. |
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 2020 are included in the 2020 Grants of Plan-Based Awards Table. | | | | | | | |
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Personal Benefits We provide all of our eligible Team Members with a wide array ofpersonal benefits so that they can focus on performing their duties and responsibilities for the Company, which include: Healthcare: medical/prescription, dental, vision, short-term disability, life and accidental death and disability insurance options at no premium cost; group healthcare insurance, 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 schemes, which may include contributions from the employer, as well as the Team Member;
• | | 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 on certain educational expenses;
• | | 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; and
Coverage of all COVID-19 testing and treatment under all of the Company’s medical plans at no cost to the Team Members and their dependents.
• | | 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;
• | | 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 purposes,• | | 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. Adelson and his immediate family membersGoldstein and Mr. Goldstein.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, Messrs. Adelson andMr. Goldstein and theirhis spouse, and Mr. Dumont and his immediate family members utilize, Company ownedas described herein, Company-owned or managed-managed aircraft for personal travel. Mr. Goldstein recognizesand Mr. Dumont recognize taxable income for any personal aircraft usage by himMr. Goldstein or his spouse, and by Mr. Dumont and his immediate family, members,respectively, for which heeach 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 2020.2022. 2022 Executive Compensation Performance Criteria As described above in “— The Process of Setting Executive Compensation,” Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson each have an employment agreement with the Company that provides the overall framework for compensation, and the Compensation Committee pre-determines performance targets within that framework for an applicable year in order to establish the annual short-term (cash) and long-term (equity) incentives. In determining the 2022 performance targets, the Compensation Committee’s goal was to set aggressive objectives based on its review of the annual budget information provided by management and the Board’s discussions with our named executive officers and management about the assumptions underlying the 2022 budget and the Company’s operating and development plans for 2022. The Compensation Committee believes that achievement of the 2022 performance targets required Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson to perform at a high level to earn the target short- and long-term incentive payments. | | | | | | | | 32 | | LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT2023 Proxy Statement | 35 |
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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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| | LAS VEGAS SANDS 2023 Proxy Statement | | 33 |
The 2022 performance criteria were achieved and awarded as follows: | | | | | | | | Short-term Performance-based Cash Incentive Targets | | | | | TARGET | | RATIONALE | | ACHIEVEMENT STATUS | | ACHIEVEMENT DETAILS | | | | | Extension or renewal of Macao concession | | Macao has historically generated the largest cash flow for us | | Achieved | | Concession awarded in December 2022 | | | | | Continued progress on U.S. based development opportunities | | Integrated Resort development in key growth markets in the U.S. is a priority for us | | Achieved | | We made substantial progress on work needed to prepare for a potential license application in New York | | | | | Advancement of digital business initiatives | | Digital initiatives in specific products and markets is a development opportunity for us | | Achieved | | Specific criteria for our digital initiatives were certified as achieved by the Board | | | | | Balance sheet and liquidity management in pandemic operating environment | | Balance sheet and liquidity management during the COVID-19 Pandemic is key to the Company’s ability to continue to drive value for our stockholders | | Achieved | | We attained liquidity of $8.79 billion as of December 31, 2022 | | | | | Substantial progress on MBS renovation program | | Continuing to maintain and expand the iconic Marina Bay Sands drives revenue and provides value to our shareholders | | Achieved | | We made substantial progress on renovations for existing property and plans for future expansion | | | | | LVS consolidated adjusted property EBITDA increase of 20% over 2021 level of $786 million | | Consolidated adjusted property EBITDA establishes our ability to support the continued investment in our existing properties and future development projects and to return capital to stockholders | | Not achieved | | $732 million consolidated adjusted property EBITDA for 2022 due to the pandemic-related reduction in travel and tourism spending in Macao |
| | 5 out of 6 metrics achieved for a payout at 100% of target |
| | | | | | | | 34 | | LAS VEGAS SANDS 2023 Proxy Statement | |
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Employment Agreements in Place during 2020
COMPENSATION DISCUSSION AND ANALYSIS Messrs. Adelson,
| | | | | | | | ESG Metrics: | | | | | TARGET | | RATIONALE | | ACHIEVEMENT STATUS | | ACHIEVEMENT DETAILS | | | | | Annual ESG reporting to Board | | Board oversight of ESG matters is important to good governance | | Achieved | | Board, via the Nominating and Governance Committee, considers ESG matters quarterly | | | | | Demonstration of progress in decreasing carbon emissions in line with five-year target in 2021 - 2025 period | | Carbon emission decrease is one of the Company’s critical environmental targets | | Achieved | | We achieved a greenhouse gas emission reduction of 50% from the baseline year | | | | | Expansion of Sands Cares Accelerator in Asia; transition of Sands Cares in U.S. | | Long-term investment in the communities in which we operate | | Achieved | | We added a new member in Macao that started the Accelerator program in 2022 and in connection with the Las Vegas sale and new integrated resort opportunities in New York and Texas adjusted our Sands Cares focus in the U.S. | | | | | Recognition on three global, regional or national ESG related indices or listings | | Objective measure of the standard to which our ESG program is performing | | Achieved | | Named to the DJSI World for the third consecutive year and DJSI North America for the fifth consecutive year in 2022 Included in the FTSE4Good Index Series Recognized by Newsweek as one of America’s Most Responsible Companies Included on the Drucker Institute’s list of the 250 best-managed publicly traded companies, the only IR development or gaming company to be recognized |
| | 4 out of 4 ESG metrics achieved for an adjustment factor of 100% |
| | Short- and long-term incentives awarded at 100% of target |
| | | | | | | |
| | LAS VEGAS SANDS 2023 Proxy Statement | | 35 |
Achievement of 2021 Performance Options In December 2021, in order to further align the compensation of our named executive officers to the accomplishment of long-term operating objectives and after considering input from Korn Ferry (the Compensation Committee’s independent compensation consultant), the Compensation Committee granted performance-based stock options (the “2021 Performance Options”) to Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson. Our named executive officers did not receive any payouts under our management incentive program for either 2020 or 2021 in connection with the impact of the global pandemic. The 2021 Performance Options terms and conditions are as follows: | | | | | | | * Obtaining LEED certification of our new standalone Las Vegas corporate offices; completion of a review of our hiring and compensation practices; and completion of the identification and definition of diversity, equity and inclusion principles for our SCL and MBS subsidiaries. | | |
In December 2022, the Compensation Committee certified the achievement of 3 out of 4 performance criteria as follows, resulting in the achievement of the award: | | | | | | | | | | | TARGET | | RATIONALE | | ACHIEVEMENT STATUS | | ACHIEVEMENT DETAILS | | | | | Completion of the sale of our Las Vegas operations and assets by June 30, 2022 | | Key driver of liquidity | | Achieved | | Sale closed February 23, 2022 | | | | | Extension or renewal of our Macao casino concession by December 31, 2022 | | Continuation of key gaming operations in Macao | | Achieved | | Concession awarded December 16, 2022 | | | | | Completion of The Londoner Macao by June 30, 2022 | | Improving the asset base in a key market | | Achieved | | The Londoner Macao completed by June 30, 2022 | | | | | Completion of a review of our hiring and compensation practices Completion of the identification and definition of diversity, equity and inclusion principles for our SCL and MBS subsidiaries LEED certification of our new standalone Las Vegas corporate offices | | We believe a focus on ESG is important to our overall success | | Partially Achieved | | Review of our hiring and compensation practices completed December 21, 2022 Identification and definition work completed December 21, 2022 Las Vegas corporate offices not completed by December 31, 2022 |
| | 3 out of 4 criteria achieved, resulting in the certification of the 2021 Performance Options |
Upon certain limited qualifying terminations of employment (i.e., termination without cause or for good reason), any unvested options will remain outstanding and eligible to vest. To avoid windfall scenarios, the performance-based stock options do not contain retirement protections and always require satisfaction of the performance objectives. | | | | | | | | 36 | | LAS VEGAS SANDS 2023 Proxy Statement | |
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COMPENSATION DISCUSSION AND ANALYSIS Employment Agreements Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson are employed pursuant to multi-year employment agreements that reflect the individual negotiations with each of them. We use multi-year employment agreements to foster retention and succession planning, to be competitive and to protect the business with restrictive covenants, such as non-competition, non-solicitation and confidentiality provisions. The employment agreements provide for severance pay in the event of the involuntary termination of the executive’s employment without cause (or, where applicable, termination for good reason), which allows these executives to remain focused on the Company’s interests and, where applicable, serves as consideration for the restrictive covenants in their employment agreements. | | | | | | | |
| | LAS VEGAS SANDS 2023 Proxy Statement | | 37 |
Employment agreement terms and compensation for our executive officers are summarized as follows: MR. ADELSON | | | | MR. GOLDSTEIN | | | Employment Agreement
Term | | •Originally effective as of December 20, 2004 • Amended employment agreement effective as of January 1, 2017
• Mr. Adelson’s death on January 11, 2021 was a termination event
The Compensation Committee believed amending his employment agreement was in the best interests of the Company and its stockholders and, based on discussions with AETHOS, the terms of Mr. Adelson’s amended employment agreement were fair to the Company.
| Salary | | Mr. Adelson’s base salary in 2020 was $5,000,000 and remained unchanged from 2019. | Short-Term
Incentive | | 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.
Due to the impact of the COVID-19 Pandemic, the Company did not achieve the minimum predetermined EBITDA-based performance targets for 2020. As a result, Mr. Adelson did not receive a bonus for 2020.
| Long-Term
Incentive | | Under his amended employment agreement, Mr. Adelson was entitled to receive an annual equity incentive award with a total grant value of $1,000,000. The equity incentive award value was granted in the form of stock options, the number of which was determined based on the grant date Black-Scholes value of the award.
On January 31, 2020, Mr. Adelson received the 2020 grant of options to purchase 132,625 shares of our Common Stock, based on the Black-Scholes value of the stock option award on the grant date.
| Personal
Benefits* | | Mr. Adelson was entitled to:
• Reimbursement up to $200,000 annually for personal legal and financial planning fees and expenses under his amended employment agreement.
• During the term of his employment, full-time and exclusive use of an automobile and a driver of his choice and the use of a Boeing Business Jet for his and his companions’ travel in connection with Company business.
• Pursuant to his amended employment agreement and the advice of an independent security consultant, security services for himself, his wife and his children, until the age of 22. Pursuant to its consideration of appropriate circumstances, the Compensation Committee approved in January 2020 a one-year extension of security services for one of the children.
• Medical support services to Mr. Adelson provided by the Company, the cost of which is considered taxable income to Mr. Adelson. Such services were approved by the Compensation Committee in January 2020.
The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Adelson was generally required to reimburse the Company in full for these services, except that in 2020, Mr. Adelson was permitted to make use of certain of the Company’s hotel suites at a reduced rate for which he was not required to reimburse the Company but the value of which was recognized as taxable income.
Mr. Adelson participated in a group supplemental medical insurance program available to certain of our senior officers.
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LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT | 36 |
MR. GOLDSTEIN | Employment
Agreement
Term | | • Originally effective as of January 1, 2015
• Amended on November 20, 2018 and effective as of January 1, 2020
• Terminates on December 31, 2024
The Compensation Committee considered factors including Mr. Goldstein’s performance as the Company’s President and Chief Operating Officer, his tenure at the Company, his business experience and knowledge of the gaming industry and the Chief Executive Officer’s recommendations when approving Mr. Goldstein’s amended employment agreement.
| Salary | | Mr. Goldstein’s base salary in 2020 was $4,500,000, an increase of $1,100,000 from 2019, pursuant to his amended employment agreement entered into on November 20, 2018. | Short-Term
Incentive | | Under his amended employment agreement, Mr. Goldstein has a target bonus opportunity of 100% of his base salary, or $4,500,000, subject to his achievement of performance criteria established by the Compensation Committee.
Due to the impact of the COVID-19 Pandemic, the Company did not achieve the minimum predetermined EBITDA-based performance targets for 2020. As a result, Mr. Goldstein did not receive a bonus for 2020.
| Long-Term
Incentive | | Mr. Goldstein did not receive any equity grants in 2020. | 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.
• A country club membership. Mr. Goldstein reimburses the Company in full for any personal use of this membership.
The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Goldstein is required to reimburse the Company in full for these services.
Mr. Goldstein participates in a group supplemental medical insurance program available to certain of our senior officers.
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MR. DUMONT | Employment
Agreement
Term | | • Effective as of January 1, 2016
• Terminated on December 31, 2020
The Compensation Committee considered factors including Mr. Dumont’s finance background and experience with the Company when approving his employment agreement.
| Salary | | Mr. Dumont’s base salary in 2020 was $1,200,000 and remained unchanged from 2019. | Short-Term Incentive | | Under his employment agreement, Mr. Dumont has a target bonus opportunity of 100% of his base salary, or $1,200,000, subject to his achievement of performance criteria established by the Compensation Committee.
Due to the impact of the COVID-19 Pandemic, the Company did not achieve the minimum predetermined EBITDA-based performance targets for 2020. As a result, Mr. Dumont did not receive a bonus for 2020.
| Long-Term Incentive | | Mr. Dumont did not receive any equity grants in 2020. | Personal Benefits* | | 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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LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT | 37 |
MR. HUDSON | Employment
Agreement
Term | | • Effective as of September 30, 2019
• Terminates on October 1, 2022
The Compensation Committee considered factors including Mr. Hudson’s extensive legal background and experience when approving his employment agreement.
| Salary | | Mr. Hudson’s base salary in 2020 was $850,000 through July 22, 2020 and $950,000 thereafter. | Short-Term
Incentive | | Under his employment agreement, Mr. Hudson has a target bonus opportunity of 100% of his prorated base salary, or $894,100, subject to his achievement of performance criteria established by the Compensation Committee.
Due to the impact of the COVID-19 Pandemic, the Company did not achieve the minimum predetermined EBITDA-based performance targets for 2020. As a result, Mr. Hudson did not receive a bonus for 2020.
| Long-Term
Incentive | | Mr. Hudson did not receive any equity grants in 2020. | Personal
Benefits* | | The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Hudson is required to reimburse the Company in full for these services.
Mr. Hudson participates in a group supplemental medical insurance program available to certain of our senior officers.
|
| • | 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 2020 Summary Compensation Table under “Executive Compensation and Other Information.” |
LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT | 38 |
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.
MR. GOLDSTEIN | Employment
Agreement
Term | | • 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 gamingCompany’s industry, as well as recommendations and advice from theKorn Ferry (the Compensation Committee’s independent compensation consultant,consultant), and, based on these factors and discussions with Korn Ferry, the Compensation Committee determined that the terms of Mr. Goldstein’s new employment agreement were fair to the Company. | | | Salary | | Mr. Goldstein’s base salary is $3,000,000, pursuant to his employment agreement. Mr. Goldstein’s base salary was decreased from $4,500,000 prior to his entry into the employment agreement to $3,000,000 as part of our effort to ensure that most of his compensation should be “at-risk.” | | | Short-Term
Incentive | | Under his employment agreement, Mr. Goldstein has a target bonus opportunity of 200% of his base salary, or $6,000,000, subject to his achievement of performance criteria established by the Compensation Committee. The bonus is payable at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The actual bonus payout is determined by the Compensation Committee. In 2022, the performance criteria were certified at 100%, and as a result, Mr. Goldstein received a bonus of $6 million. See “— 2022 Executive Compensation Performance Criteria.” | | | Long-Term
Incentive | | Mr. Goldstein received a one-time initial award of 150,000 restricted stock units (“RSU”s) in connection with his employment agreement. These initial RSUs will vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. Under his employment agreement, Mr. Goldstein has a target annual equity 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. In addition,The performance criteria for the 2022 RSU award were certified at 100%, and as a result, Mr. Goldstein receives a one-time initialreceived an RSU award of 150,000 RSUs. These initial RSUs will$9.75 million. See “— 2022 Executive Compensation Performance Criteria.”
On December 3, 2021, Mr. Goldstein received options to purchase 2,000,000 shares of our Common Stock that vest ratably on each of the firstannually over three anniversaries of the grant date,years, subject to histhe satisfaction of certain performance objectives by December 31, 2022, which the Compensation Committee certified as of December 31, 2022. See “— Achievement of 2021 Performance Award.” The continued vesting of these options is subject to Mr. Goldstein’s continued employment as ofwith the applicable vesting date.Company. | | | Personal
Benefits* Benefits* | | Mr. Goldstein is entitled to: •Security services and utilization of Company ownedCompany-owned jet aircraft for business and personal purposes for the benefit of the Company at the Company’s expense, and pursuant to the advice of an independent security consultant and the approval of the Compensation Committee. •At his election, first class travel on commercial airlines for all business trips and first class hotel accommodations. •Mr. Goldstein is eligible to receive an income tax gross up for the foregoing benefits if they are determined to be taxable income to him. The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Goldstein is required to reimburse the Company in full for these services. Mr. Goldstein participates in a group supplemental medical insurance program available to certain of our senior officers. |
| | | | | | | | 38 | | LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT | 39 |
MR. DUMONT | Employment
Agreement
Term2023 Proxy Statement | |
|
COMPENSATION DISCUSSION AND ANALYSIS | | | | MR. DUMONT | | | Employment Agreement Term | | •Effective as of January 26, 2021 •Terminates on March 1, 2026 The Compensation Committee considered factors including Mr. Dumont’s position as the Company’s President and Chief Operating Officer, his tenure at the Company, his business experience and knowledge of the gamingCompany’s industry, as well as recommendations and advice from the independent compensation consultant,Korn Ferry, and, based on these factors and discussions with Korn Ferry, the Compensation Committee determined that the terms of Mr. Dumont’s new employment agreement were fair to the Company. | | | Salary | | Mr. Dumont’s base salary is $2,500,000, pursuant to his employment agreement. Mr. Dumont’s annual base salary was increased from $1,200,000 prior to his entry into the employment agreement to $2,500,000 to reflect his increased level of seniority and responsibility. | | | Short-Term
Incentive | | Under his employment agreement, Mr. Dumont has a target bonus opportunity of 200% of his base salary, or $5,000,000, subject to his achievement of performance criteria established by the Compensation Committee. The bonus is payable at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The actual bonus payout is determined by the Compensation Committee after consultation with the Company’s Chief Executive Officer. In 2022, the performance criteria were certified at 100%, and as a result, Mr. Dumont received a bonus of $5 million. See “— 2022 Executive Compensation Performance Criteria.” | | | Long-Term
Incentive | | Mr. Dumont received a one-time initial award of RSUs in an amount equal to 200% of his base salary, or $5,000,000, in connection with his employment agreement. These initial RSUs will vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. 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. In addition,The performance criteria for the 2022 RSU award were certified at 100%, and as a result, Mr. Dumont receives a one-time initialreceived an RSU award of RSUs in an amount equal$5 million. See “— 2022 Executive Compensation Performance Criteria.”
On December 3, 2021, Mr. Dumont received options to 200%purchase 1,500,000 shares of his base salary, or $5,000,000. These initial RSUs willour Common Stock that vest ratably on each of the firstannually over three anniversaries of the grant date,years, subject to histhe satisfaction of certain performance objectives by December 31, 2022, which the Compensation Committee certified as of December 31, 2022. See “— Achievement of 2021 Performance Award.” The continued vesting of these options is subject to Mr. Dumont’s continued employment as ofwith the applicable vesting date.Company. | | | Personal
Benefits* | | Mr. Dumont is entitled to: •Security services and utilization of Company ownedCompany-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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| | LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT | 40 |
MR. HYZAK | Employment
Agreement
Term2023 Proxy Statement | | 39 |
| | | | MR. HYZAK | | | Employment Agreement Term | | •Effective as of January 26, 2021 •Terminates on March 1, 2026 The Compensation Committee considered factors including Mr. Hyzak’s finance background and experience with the Company, as well as recommendations and advice from the independent compensation consultant,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 new employment agreement were fair to the Company. | | | Salary | | Mr. Hyzak’s base salary is $1,200,000, pursuant to his employment agreement. | | | Short-Term
Incentive | | Under his employment agreement, Mr. Hyzak has a target bonus opportunity of 125% of his base salary, or $1,500,000, subject to his achievement of performance criteria recommended by the Chief Executive Officer and established by the Compensation Committee. The bonus is payable at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The actual bonus payout is determined by the Compensation Committee after consultation with the Company’s Chief Executive Officer. In 2022, the performance criteria were certified at 100%, and as a result, Mr. Hyzak received a bonus of $1.5 million. See “— 2022 Executive Compensation Performance Criteria.” | | | Long-Term
Incentive | | Mr. Hyzak received a one-time initial award of RSUs in an amount equal to 125% of his base salary, or $1,500,000, in connection with his employment agreement. These initial RSUs will vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. Under his employment agreement, Mr. Hyzak has a target annual 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. In addition,The performance criteria for the 2022 RSU award were certified at 100%, and as a result, Mr. Hyzak receives a one-time initialreceived an RSU award of RSUs in an amount equal$1.5 million. See “— 2022 Executive Compensation Performance Criteria.”
On December 3, 2021, Mr. Hyzak received options to 125%purchase 500,000 shares of his base salary, or $1,500,000. These initial RSUs willour Common Stock that vest ratably on each of the firstannually over three anniversaries of the grant date,years, subject to histhe satisfaction of certain performance objectives by December 31, 2022, which the Compensation Committee certified as of December 31, 2022. See “— Achievement of 2021 Performance Award.” The vesting of these options is subject to Mr. Hyzak’s continued employment as ofwith the applicable vesting date.Company. | | | Personal
Benefits* | | The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Hyzak is required to reimburse the Company in full for these services. Mr. Hyzak participates in a group supplemental medical insurance program available to certain of our senior officers. |
| | | | | | | | 40 | | LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT | 41 |
MR. HUDSON | Employment
Agreement
Term2023 Proxy Statement | |
|
COMPENSATION DISCUSSION AND ANALYSIS | | | | MR. HUDSON | | | Employment Agreement Term | | •Originally effective as of September 30, 2019 •Amended effective March 1, 2021 •Terminates on March 1, 2026 The Compensation Committee considered factors including Mr. Hudson’s extensive legal background and experience, as well as recommendations and advice from the independent compensation consultant,Korn Ferry, when approving his amended employment agreement, and, based on these factors and discussions with Korn Ferry, the Compensation Committee determined that the terms of Mr. Hudson’s amended employment agreement were fair to the Company. | | | Salary | | Mr. Hudson’s base salary is $1,100,000, pursuant to his amended employment agreement. | | | Short-Term
Incentive | | Under his amended employment agreement, Mr. Hudson has a target bonus opportunity of 125% of his base salary, or $1,375,000, subject to his achievement of performance criteria recommended by the Chief Executive Officer and established by the Compensation Committee. The bonus is payable at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The actual bonus payout is determined by the Compensation Committee after consultation with the Company’s Chief Executive Officer. In 2022, the performance criteria were certified at 100%, and as a result, Mr. Hudson received a bonus of $1.38 million. See “— 2022 Executive Compensation Performance Criteria.” | | | Long-Term
Incentive | | Mr. Hudson received a one-time initial award of RSUs in an amount equal to 125% of his base salary, or $1,375,000, in connection with his employment agreement. These initial RSUs will vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. Under his amended employment agreement, Mr. Hudson has a target annual equity award opportunity equal to 125% of his base salary, or $1,375,000, subject to his achievement of performance criteria established by the Compensation Committee. The annual equity award will be granted at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The annual equity award will be paid in the form of RSUs that will vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. In addition,The performance criteria for the 2022 RSU award were certified at 100%, and as a result, Mr. Hudson receives a one-time initialreceived an RSU award of RSUs in an amount equal$1.38 million. See “— 2022 Executive Compensation Performance Criteria.”
On December 3, 2021, Mr. Hudson received options to 125%purchase 500,000 shares of his base salary, or $1,375,000. These initial RSUs willour Common Stock that vest ratably on each of the firstannually over three anniversaries of the grant date,years, subject to histhe satisfaction of certain performance objectives by December 31, 2022, which the Compensation Committee certified as of December 31, 2022. See “— Achievement of 2021 Performance Award.” The vesting of these options is subject to Mr. Hudson’s continued employment as ofwith the applicable vesting date.Company. | | | Personal
Benefits* | | The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Hudson is required to reimburse the Company in full for these services. Mr. Hudson participates in a group supplemental medical insurance program available to certain of our senior officers. |
| • | | 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 2022 Summary Compensation Table under “Executive Compensation and Other Information.” |
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| | LAS VEGAS SANDS 2023 Proxy Statement | | 41 |
Change in Control and Termination Payments The employment agreements with Messrs. Adelson,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. Adelson, Goldstein and Dumont,upon certain terminations of employment within two years 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,Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson include restrictive covenants relating to future employment. The Compensation Committee believes thethat eligibility to receive post-termination payments provideprovides important retention incentives during what can be an uncertain time for executives. TheyThe eligibility to receive such payments also provideprovides 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 2004.2004 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.” LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT | 42 |
— | TAX AND ACCOUNTING CONSIDERATIONS RELATING TO EXECUTIVE COMPENSATION |
— TAX AND ACCOUNTING CONSIDERATIONS RELATING TO EXECUTIVE COMPENSATION Section 162(m) of theThe Internal Revenue Code The Compensation Committee 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.
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.
— | EXECUTIVE COMPENSATION RELATED POLICIES AND PRACTICES | | | | | | | 42 | | LAS VEGAS SANDS 2023 Proxy Statement | |
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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
LAS VEGAS SANDS CORP.• 2021 PROXY STATEMENT 43
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 inat 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 |
— ADVISORY VOTE ON EXECUTIVE COMPENSATION At our 2020 annual meeting,2022 Annual Meeting, our stockholders provided an advisory (non-binding) vote on the fiscal 20192021 compensation of our named executive officers, which we refer to as the “say-on-pay”“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%65% of the votes cast voting “for” approval of the “say-on-pay”“say-on-pay” proposal. The Compensation Committee acknowledges the lower than desired results of the “say-on-pay”“say-on-pay” vote in 20202022 and the previous twothree years and, as a result, we are actively engagingcontinuing to establish a dialogue with our stockholders on this important issue. Specifically, during 2020,2022, 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 20212023 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 2020,2022, 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:.
• | Employment terms effective through March 1, 2026, which are designed with sufficient duration to allow our executive officers to focus on the Company’s long-term performance without further distraction over compensation terms. | | | | • | Attractive base salaries designed to retain executive talent and recognize individual responsibilities, performance, and leadership capabilities that are difficult to replicate. | | •
| Annual cash bonus opportunities equal to 200% of base salary for Messrs. Goldstein and Dumont, and 125% of base salary for Messrs. Hyzak and Hudson, subject to the achievement of rigorous performance criteria to be set annually by the Compensation Committee, and payable at 85% of target if the performance criteria are achieved at threshold levels but not to exceed 115% of target if the performance criteria are achieved at maximum levels. | • | One-time grants in 2021 of initial RSU awards that vest ratably on each of the first three anniversaries of the grant date, which are designed to increase the amount of compensation that is tied in part to equity appreciation. | •LAS VEGAS SANDS 2023 Proxy Statement | Beginning in 2022, annual RSU award opportunities equal to 325% of base salary for Mr. Goldstein, 200% for Mr. Dumont and 125% for each of Messrs. Hyzak and Hudson, with the amount of the RSU award to be determined based on the achievement of rigorous performance criteria for the preceding fiscal year to be set annually by the Compensation Committee, and granted at 85% of target if the performance criteria are achieved at threshold levels but not to exceed 115% of target if the performance criteria are achieved at maximum levels; once granted, the RSU awards will vest ratably on each of the first three anniversaries of the grant date, and are designed to increase the amount of compensation that is tied in part to equity appreciation. |
43 LAS VEGAS SANDS CORP.• 2021 PROXY STATEMENT 44
• | For Messrs. Goldstein, Dumont, Hyzak and Hudson certain perquisites and benefits, including aircraft usage and personal security, that are provided for the benefit of the Company, subject to tax gross-ups to the extent that the provision of such benefits (which have a business purpose but are nonetheless required to be reported as perquisites in accordance with SEC disclosure rules) result in taxable income to the executive. | • | For Messrs. Goldstein, Dumont, Hyzak and Hudson market-based severance payments and benefits payable upon a qualifying termination outside of a change in control. | • | For Messrs. Goldstein, Dumont and Hyzak “double-trigger” market-based severance payments and benefits payable upon a qualifying termination within 24 months following a change in control. | • | For Mr. Goldstein, if he terminates employment for any reason following the expiration of his employment term, he will receive accelerated vesting of any then-outstanding equity awards. |
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:
• | The ability to voluntarily resign following a change in control and receive severance payments and benefits (“walk-rights”) | • | An insufficient emphasis on equity-based compensation that is designed to align the interests of our executive officers with those of our stockholders over the long-term. | • | Guaranteed annual equity incentive awards in fixed amounts. | • | Annual bonuses payable subject to achievement of a single performance metric. |
We look forward to continuing the important and valuable dialogue with our stockholders regarding our executive compensation program structure and design. — | THE COMMITTEE’S COMPENSATION CONSULTANT |
— THE COMMITTEE’S COMPENSATION CONSULTANTS For 2020,2022, 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 2021, 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 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(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). LAS VEGAS SANDS CORP.• 2021 PROXY STATEMENT 45
Primary Peer Group • ViacomCBS Inc. | | | | | • Paramount Global | | • Hilton Worldwide Holdings Inc. | | | • Starbucks Corporation | | • Yum China Holdings, Inc. | | | • McDonald’s Corporation | | • Caesars Entertainment, Inc. | | | • Marriott International, Inc. | | • Wynn Resorts, Limited | | | • MGM Resorts International | | • Norwegian Cruise Line Holdings Ltd. | | | • Carnival Corporation & plc | | • Penn National Gaming, Inc.Entertainment, Inc | | | • Live Nation Entertainment, Inc. | | • Hyatt Hotels Corporation | | | • Royal Caribbean Cruises Ltd. | | • Travel + Leisure Co. |
Secondary Peer Group | | | | | • Nike, Inc. | | • Newmont Corporation | | | • 3M Company | | • Lam Research Corporation | | | • Hewlett Packard Enterprise Company | | • Yum China Holdings, Inc.* | | | • Mondelēz International, Inc. | | • Fortive Corporation | | | • McDonald’s Corporation* | | • Wynn Resorts, Limited* | | | • Qualcomm Incorporated | | • Activision Blizzard, Inc. | | | • Colgate-Palmolive Company | | • Yum! Brands, Inc. | | | • The Estée Lauder Companies Inc. | | • Electronic Arts Inc. |
* | Indicates that the company is also included in the Primary Peer Group. |
| | | | | | | | 44 | | LAS VEGAS SANDS 2023 Proxy Statement | |
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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. 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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| | LAS VEGAS SANDS 2023 Proxy Statement | | 45 LAS VEGAS SANDS CORP.• 2021 PROXY STATEMENT 46
| COMPENSATION COMMITTEE REPORT |
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,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. LAS VEGAS SANDS CORP.• 2021 PROXY STATEMENT 47
| EXECUTIVE COMPENSATION AND OTHER INFORMATION |
— | 2020 SUMMARY COMPENSATION TABLE | | | | | | | 46 | | LAS VEGAS SANDS 2023 Proxy Statement | |
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EXECUTIVE COMPENSATION AND OTHER INFORMATION — 2022 SUMMARY COMPENSATION TABLE The following table provides information regarding compensation for the years indicated for our named executive officers: Name and Principal Position | | Year | | Salary ($) | | | Bonus ($) | | | Stock Awards ($) | | | Option Awards(1) ($) | | | Non-Equity Incentive Plan Compensation(2) ($) | | | All Other Compensation(3) ($) | | | Total ($) | | Sheldon G. Adelson(4) Chairman of the Board, Chief Executive Officer and Treasurer | | 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 | | | 2018 | | $ | 5,000,000 | | | $ | — | | | $ | — | | | $ | 1,000,000 | | | $ | 12,500,000 | | | $ | 5,512,913 | | | $ | 24,012,913 | | Robert G. Goldstein President and Chief Operating Officer | | 2020 | | $ | 4,500,000 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,356,066 | | | $ | 5,856,066 | | | 2019 | | $ | 3,400,000 | | | $ | — | | | $ | — | | | $ | — | | | $ | 3,400,000 | | | $ | 1,533,800 | | | $ | 8,333,800 | | | 2018 | | $ | 3,400,000 | | | $ | — | | | $ | — | | | $ | 15,875,000 | | | $ | 3,400,000 | | | $ | 1,993,472 | | | $ | 24,668,472 | | Patrick Dumont Executive Vice President and Chief Financial Officer | | 2020 | | $ | 1,200,000 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 4,003 | | | $ | 1,204,003 | | | 2019 | | $ | 1,200,000 | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,200,000 | | | $ | 13,388 | | | $ | 2,413,388 | | | 2018 | | $ | 1,200,000 | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,200,000 | | | $ | 12,952 | | | $ | 2,412,952 | | D. Zachary Hudson(5) Executive Vice President, Global General Counsel and Secretary | | 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 the Board and Chief Executive Officer | | | | 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 Chief Operating Officer | | | | 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 President and Chief Financial Officer | | | | 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 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | D. Zachary Hudson Executive Vice President, Global General Counsel and Secretary | | | | 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 18 to the consolidated financial statements for the year ended December 31, 2021, included in our 2022 Annual Report on Form 10-K. |
(2) | The amounts in this column represent the grant date fair value of the options issued, as determined pursuant to ASC Topic 718. The number of shares underlying the options is based on the Black-Scholes option valuation model. Assumptions used in the Black-Scholes calculation are disclosed in Note 1518 to the consolidated financial statements for the yearsyear ended December 31, 2018, 2019 and 2020,2021, included in the Company’s 2020our 2022 Annual Report on Form 10-K. |
(2)(3) | Consists of short-term performance-based cash incentives under the Company’s Executive Cash Incentive Plan as further described in “Compensation Discussion and Analysis — Elements of Executive Officer Compensation and Why We Chose to Pay Each Element — Short-term Incentives.” Due to the material negative impact that the COVID-19 Pandemic had on our operating results in 2020 and 2021, our named executive officers did not receive short-term performance-based cash incentives under our Executive Cash Incentive Plan in respect of performance in 2020 or 2021. |
(3)(4) | Amounts included in “All Other Compensation” for 20202022 are detailed in the table below. | (4) | Mr. Adelson passed away on January 11, 2021. |
(5) | Prior to the passing of Mr. Hudson joinedAdelson, 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 Companyeffectiveness of Mr. Goldstein’s appointment as Chairman and Chief Executive Officer, his annual base salary was decreased from $4.5 million to $3.0 million. |
(6) | Mr. Dumont became President and Chief Operating Officer on September 30, 2019.January 26, 2021. Prior to Mr. Dumont’s appointment, he served as Executive Vice President and Chief Financial Officer. Upon the effectiveness of Mr. Dumont’s appointment as President and Chief Operating Officer, his annual base salary was increased from $1.2 million to $2.5 million. |
(7) | Mr. Hyzak became Executive Vice President and Chief Financial Officer on January 26, 2021. |
LAS VEGAS SANDS CORP.• 2021 PROXY STATEMENT 48
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| | LAS VEGAS SANDS 2023 Proxy Statement | | 47 |
— ALL OTHER COMPENSATION FOR 2022 Named Executive Officer | | 401(k) Plan(i) ($) | | Life and Disability Insurance(ii) ($) | | Health Care Insurance(iii) ($) | | Security(iv) ($) | | Medical Support Services(v) ($) | | Other(vi) ($) | | Total ($) | | | Sheldon G. Adelson | | $ | — | | | $ | 221 | | | $ | 119,491 | | | $ | 4,113,377 | | | $ | 700,797 | | | $ | 410,829 | | | $ | 5,344,715 | | | | | | | | NAMED EXECUTIVE OFFICER | | | 401(k) PLAN(i) ($) | | LIFE AND DISABILITY INSURANCE(ii) ($) | | HEALTH CARE INSURANCE(iii) ($) | | SECURITY(iv) ($) | | OTHER(v) ($) | | TOTAL ($) | | | | | Robert G. Goldstein | | $ | 7,515 | | | $ | 23,163 | | | $ | 121,086 | | | $ | 453,337 | | | $ | — | | | $ | 750,965 | | | $ | 1,356,066 | | | | $ | — | | | | $ | 16,868 | | | | $ | 36,143 | | | | $ | 1,061,911 | | | | $ | 1,295,341 | | | | $ | 2,410,263 | | | | | | Patrick Dumont | | $ | — | | | $ | 2,966 | | | $ | 997 | | | $ | — | | | $ | — | | | $ | 40 | | | $ | 4,003 | | | | $ | — | | | | $ | 2,890 | | | | $ | 5,379 | | | | $ | 1,980,825 | | | | $ | 2,134,586 | | | | $ | 4,123,680 | | | | | | Randy Hyzak | | | | $ | — | | | | $ | 3,805 | | | | $ | 1,094 | | | | $ | — | | | | $ | 21,793 | | | | $ | 26,692 | | | | | | D. Zachary Hudson | | $ | 6,111 | | | $ | 1,727 | | | $ | 12,143 | | | $ | — | | | $ | — | | | $ | 16,050 | | | $ | 36,031 | | | | $ | 5,077 | | | | $ | 2,242 | | | | $ | 4,586 | | | | $ | — | | | | $ | 65,875 | | | | $ | 77,780 | |
(i) | The amounts listed for Messrs. Goldstein and Hudson are the matching contributionMatching 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 reinstated in the third quarter of 2022. |
(ii) | The amounts are imputed as income in connection with our payments in 20202022 of premiums on group term life insurance and short-term disability insurance. A lower amount of group term life insurance is generally available to all salaried Team Members. Short-term disability insurance is also generally available to all salaried Team Members. |
(iii) | During 2020, Messrs. Adelson,2022, Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson participated in a group supplemental medical expense reimbursement plan available only to certain of our senior officers. The supplemental insurance coverage is in excess of the coverage provided by our group medical plan. The amounts in the table represent administration fees and reimbursements of qualified medical expenses in 20202022 under this plan. |
(iv) | The amount relates to the Company’s cost for providing security services to Mr. AdelsonGoldstein and his spouse and to Mr. Dumont and his immediate family and to Mr. Goldstein.based on the recommendation of an independent, third-party security study. |
(v) | The amount relates to the Company’s cost for providing medical support services to Mr. Adelson. | (vi) | The amount in the table for Mr. Adelson consists of (a) the annual reimbursement of professional fees of $200,000, (b) $83,127 related to the use of the Company’s hotel suites at a reduced rate for which he was not required to reimburse the Company, (c) $68,293 for accrued dividends received upon the vesting of his restricted stock during 2020 and (d) the costs of an automobile provided to Mr. Adelson of $59,409. The amount in the table for Mr. Goldstein consists of (a) $661,829$1,150,116 related to Mr. Goldstein’s personal use of aircraft based on the aggregate incremental cost to the Company, which is calculated based on the allocable flight-specific costs of the personal flights (including, where applicable, return flights with no passengers) and includes costs such as fuel, catering, crew expenses, navigation fees, ground handling, unscheduled maintenance, ground transportation and air phones, but excludes fixed costs such as depreciation and overhead costs, (b) $60,001$93,203 for the reimbursement of taxes relating to this personal aircraft usage, and (c) $29,135$46,435 for country club fees. fees and (d) $5,587 for hospitality expenses. |
| Of the $16,050$2,134,586 in the table for Mr. Hudson, $15,982Dumont, $1,978,951 relates to the personal use of Company-owned aircraft based on the aggregate incremental cost to the Company.Company, $145,211 relates to the reimbursement of taxes relating to this personal aircraft usage and $10,424 for hospitality expenses. |
LAS VEGAS SANDS CORP.• 2021 PROXY STATEMENT 49
— | 2020 GRANTS OF PLAN-BASED AWARDSThe amount of $21,793 in the table for Mr. Hyzak relates to the personal use of Company-owned aircraft based on the aggregate incremental cost to the Company. |
| The amount of $65,875 in the table for Mr. Hudson relates to the personal use of Company-owned aircraft based on the aggregate incremental cost to the Company. |
| | | | | | | | 48 | | LAS VEGAS SANDS 2023 Proxy Statement | |
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EXECUTIVE COMPENSATION AND OTHER INFORMATION — 2022 GRANTS OF PLAN-BASED AWARDS The following table presents information on potential payment opportunities in respect of 20202022 performance for Messrs. Adelson, Goldstein, Dumont and Hudson andour named executive officers. We did not grant any equity awards grantedduring calendar year 2022 to them during 2020our named executive officers under our Amended and Restated 2004 Equity Award Plan:Plan. | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of | | | All Other Option Awards: Number of Securities | | | Exercise or Base Price | | | Grant Date Fair Value of Stock | | Name | | Grant Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Stock or Units (#) | | | Underlying Options (#) | | | of Option Awards ($/Sh) | | | and Option Awards(2) ($) | | Sheldon G. Adelson | | | 1/31/20 | | | | | | | | | | | | | | | | | | | | 132,625 | | | $ | 65.31 | | | $ | 1,000,000 | | Annual bonus | | | | | | $ | — | | | $ | 12,500,000 | | | $ | 12,500,000 | | | | | | | | | | | | | | | | | | Robert G. Goldstein | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Annual bonus | | | | | | $ | — | | | $ | 4,500,000 | | | $ | 4,500,000 | | | | | | | | | | | | | | | | | | Patrick Dumont | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Annual bonus | | | | | | $ | — | | | $ | 1,200,000 | | | $ | 1,200,000 | | | | | | | | | | | | | | | | | | D. Zachary Hudson | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Annual bonus | | | | | | $ | — | | | $ | 894,100 | | | $ | 894,100 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | | | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#) | | | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SH) | | | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($) | | NAME | | GRANT DATE | | | THRESHOLD ($) | | | TARGET ($) | | | MAXIMUM ($) | | | | | | | | | | | Robert G. Goldstein | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Annual Bonus | | | — | | | $ | 5,100,000 | | | $ | 6,000,000 | | | $ | 6,900,000 | | | | — | | | | — | | | $ | — | | | $ | — | | | | | | | | | | | RSU Award | | | — | | | $ | — | | | $ | — | | | $ | — | | | | — | | | | — | | | $ | — | | | $ | — | | | | | | | | | | | Stock Option | | | — | | | $ | — | | | $ | — | | | $ | — | | | | — | | | | — | | | $ | — | | | $ | — | | | | | | | | | | | Patrick Dumont | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Annual Bonus | | | — | | | $ | 4,250,000 | | | $ | 5,000,000 | | | $ | 5,750,000 | | | | — | | | | — | | | $ | — | | | $ | — | | | | | | | | | | | RSU Award | | | — | | | $ | — | | | $ | — | | | $ | — | | | | — | | | | — | | | $ | — | | | $ | — | | | | | | | | | | | Stock Option | | | — | | | $ | — | | | $ | — | | | $ | — | | | | — | | | | — | | | $ | — | | | $ | — | | | | | | | | | | | Randy Hyzak | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Annual Bonus | | | — | | | $ | 1,275,000 | | | $ | 1,500,000 | | | $ | 1,725,000 | | | | — | | | | — | | | $ | — | | | $ | — | | | | | | | | | | | RSU Award | | | — | | | $ | — | | | $ | — | | | $ | — | | | | — | | | | — | | | $ | — | | | $ | — | | | | | | | | | | | Stock Option | | | — | | | $ | — | | | $ | — | | | $ | — | | | | — | | | | — | | | $ | — | | | $ | — | | | | | | | | | | | D. Zachary Hudson | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Annual Bonus | | | — | | | $ | 1,168,750 | | | $ | 1,375,000 | | | $ | 1,581,250 | | | | — | | | | — | | | $ | — | | | $ | — | | | | | | | | | | | RSU Award | | | — | | | $ | — | | | $ | — | | | $ | — | | | | — | | | | — | | | $ | — | | | $ | — | | | | | | | | | | | Stock Option | | | — | | | $ | — | | | $ | — | | | $ | — | | | | — | | | | — | | | $ | — | | | $ | — | |
(1) | The amounts shown in these columns represent athe range of potential incentive payment opportunities for 20202022 based on achieving certain specified EBITDA assumptions underperformance criteria established by the Compensation Committee. For 2022, Mr. Adelson’s employment agreementGoldstein and our Executive Cash Incentive Plan. In accordance with his employment agreement, Mr. Adelson’s annual cash bonus opportunity ranged from $0 (if the Company achieved less than 85%Dumont were eligible to receive bonuses of the predetermined EBITDA-based performance target) to a maximum 250%200% of histheir annual base salary (if the Company achieved 100% or greater of the predetermined EBITDA-based performance target). For 2020, Messrs. Goldstein, Dumontsalaries and Mr. Hyzak and Mr. Hudson were eligible to receive discretionary bonuses of 100%125% of their annual base salaries, provided the threshold performance targets,in each to the extent the performance criteria set by the Compensation Committee were met. For Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson, the bonuses are payable at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The actual bonus payout is determined by the Compensation Committee. See the discussion under “— Employment Agreements,” as well as under “Compensation Discussion and Analysis — Elements of“2022 Executive Officer Compensation and Why We Chose to Pay Each Element — Short-term Incentives”Performance Criteria” for more information regarding bonus incentive awards. | (2) | Calculated based on the aggregate grant date fair value computed in accordance with ASC Topic 718 regarding share-based payments. For a discussion of the relevant assumptions used in the calculation of these amounts, see Note 15 to the consolidated financial statements for the year ended December 31, 2020, included in the Company’s 2020 Annual Report on Form 10-K. |
LAS VEGAS SANDS CORP.• 2021 PROXY STATEMENT 50
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| | LAS VEGAS SANDS 2023 Proxy Statement | | 49 |
— | OUTSTANDING EQUITY AWARDS AT 2020 FISCAL YEAR-END |
— OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END The following table sets forth information concerning our stock options and shares of restricted stock held by Messrs. Adelson, Goldstein, Dumont and Hudsonour named executive officers as of December 31, 2020.2022: | | Option Awards | | Stock Awards | | | | | | | | | | | | | | | | | | | | | | Name | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | | Sheldon G. Adelson | | | 55,169 | | | | — | | | $ | 75.26 | | | | 1/27/2024 | | | | | | | | | | | | | | OPTION AWARDS | | STOCK AWARDS | | | | | | NAME | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEARNED OPTIONS (#) | | OPTION EXERCISE PRICE ($) | | OPTION EXPIRATION DATE | | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(6) ($) | | | | | | Robert G. Goldstein | | | | 2,250,000 | | | | — | | | | — | | | $ | 56.11 | | | | 12/8/2024 | | | | — | | | $ | — | | | | | | | | | | 1,000,000 | | | | 1,500,000 | (1) | | | — | | | $ | 50.33 | | | | 11/19/2028 | | | | — | | | $ | — | | | | | | | | | | 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 | | | | — | | | $ | — | | | | | | | | | | 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 | | | | — | | | $ | — | | | | | 77,991 | | | | — | | | $ | 40.87 | | | | 1/25/2026 | | | | | | | | | | | | | | | 51,206 | | | | 51,206 | (1) | | $ | 55.47 | | | | 1/22/2027 | | | | | | | | | | | | 21,358 | | | | — | | | | — | | | $ | 63.89 | | | | 6/29/2027 | | | | — | | | $ | — | | | | | 115,606 | | | | — | | | $ | 63.26 | | | | 9/5/2027 | | | | | | | | | | | | | | | 54,156 | | | | 27,078 | (2) | | $ | 75.18 | | | | 2/1/2028 | | | | | | | | | | | | 17,424 | | | | — | | | | — | | | $ | 75.18 | | | | 2/1/2028 | | | | — | | | $ | — | | | | | 43,234 | | | | 86,467 | (2) | | $ | 59.89 | | | | 1/31/2029 | | | | | | | | | | | | | | | — | | | | 132,625 | (2) | | $ | 65.31 | | | | 1/30/2030 | | | | | | | | | | | | 35,635 | | | | — | | | | — | | | $ | 59.89 | | | | 1/31/2029 | | | | — | | | $ | — | | Robert G. Goldstein | | | 2,250,000 | | | | — | | | $ | 56.11 | | | | 12/8/2024 | | | | | | | | | | | | | | — | | | | 2,500,000 | (3) | | $ | 50.33 | | | | 11/19/2028 | | | | | | | | | | | | Patrick Dumont | | | 425,000 | | | | — | | | $ | 52.53 | | | | 3/28/2026 | | | | | | | | | | | | | | | 26,614 | | | | 13,306 | (4) | | | — | | | $ | 65.31 | | | | 1/30/2030 | | | | — | | | $ | — | | | | | | | | | | 166,500 | | | | 333,500 | (5) | | | | $ | 34.28 | | | | 12/2/2031 | | | | 16,817 | (9) | | $ | 808,393 | | | | | | D. Zachary Hudson | | | 50,000 | | | | 100,000 | (4) | | $ | 57.76 | | | | 9/29/2029 | | | | | | | | | | | | 150,000 | | | | — | | | | — | | | $ | 57.76 | | | | 9/29/2029 | | | | — | | | $ | — | | | | | | | | | | 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 vested on January 1, 2021. | (2) | The remaining unvested portion of this stock option grant vested upon the passing of Mr. Adelson on January 11, 2021. | (3) | The remaining unvested portion of this stock option grant vests as follows: 500,000 options vested on January 1, 2021, 500,000 options vest on January 1, 2022, 500,000 options vest on January 1, 2023, 500,000 options vest on January 1, 2024 and 500,000 options vest on December 31, 2024. |
(4)(2) | The remaining unvested portion of this stock option grant vests as follows: 50,000666,000 options vest on September 30 2021December 3, 2023 and 50,000668,000 options vest on SeptemberDecember 3, 2024. |
(3) | The remaining unvested portion of this stock option grant vests as follows: 499,500 options vest on December 3, 2023 and 501,000 options vest on December 3, 2024. |
(4) | The remaining unvested portion of this stock option grant vested on January 31, 2023. |
(5) | The remaining unvested portion of this stock option grant vests as follows: 166,500 options vest on December 3, 2023 and 167,000 options vest on December 3, 2024. |
(6) | Market value is determined based on the closing price of our Common Stock of $48.07 on December 30, 2022.2022, as reported on the NYSE and equals the closing price multiplied by the number of shares underlying the grants. |
(7) | The remaining unvested restricted stock units vests as follows: 49,500 restricted stock units vest on April 26, 2023 and 51,000 restricted stock units vest on April 26, 2024. |
(8) | The remaining unvested restricted stock units vests as follows: 27,610 restricted stock units vest on April 26, 2023 and 28,447 restricted stock units vest on April 26, 2024. |
(9) | The remaining unvested restricted stock units vests as follows: 8,283 restricted stock units vest on April 26, 2023 and 8,534 restricted stock units vest on April 26, 2024. |
(10) | The remaining unvested restricted stock units vests as follows: 7,593 restricted stock units vest on April 26, 2023 and 7,822 restricted stock units vest on April 26, 2024. |
LAS VEGAS SANDS CORP.• 2021 PROXY STATEMENT 51
| | | | | | | | 50 | | LAS VEGAS SANDS 2023 Proxy Statement | |
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— | OPTION EXERCISES AND STOCK VESTED IN 2020 |
EXECUTIVE COMPENSATION AND OTHER INFORMATION — OPTION EXERCISES AND STOCK VESTED IN 2022 The following table sets forth information concerning the exercise of stock options and the vesting of restricted stock awards by our named executive officers during 2020:2022: | | Option Awards | | Stock Awards | | | | | | | | | | | | | | | | | Name | | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise ($) | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting(1) ($) | | | Sheldon G. Adelson | | | — | | | | — | | | | 8,298 | | | $ | 572,894 | | | | | | 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. |
LAS VEGAS SANDS CORP.• 2021 PROXY STATEMENT 52
— | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |
— POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Employment Agreements The employment agreements for Messrs. Adelson,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. Adelson,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. Change in Control Arrangements The employment agreements for Messrs. Adelson,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: • | | the acquisition by any individual, entity or group of beneficial ownership of 50% or more (on a fully diluted basis) of either the then outstanding shares of the Company’sour Common Stock or the combined voting power of theour then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that the following acquisitions shall not constitute a change in control: (i) any acquisition by the Company or any affiliate (as defined), (ii)any acquisition by any Team Member benefit plan sponsored or maintained by the Company or any affiliate, (iii) any acquisition by Mr. AdelsonAdelson’s estate or any related party (as defined in theour Amended and Restated 2004 Equity Award Plan) or any group of which Mr. AdelsonAdelson’s estate or a related party is a member, (iv) certain reorganizations, recapitalizations, mergers, consolidations, statutory share exchanges or similar forms of corporate transaction that do not result in a change of ultimate control of more than 50% of the total voting power of the resulting entity or the change in a majority of the Board,or (v) in respect of an executive officer, any acquisition by the executive officer or any group of persons including the executive officer (or any entity controlled by the executive officer or any group of persons including the executive officer); |
• | | the incumbent members of the Board on the date that the agreement was approved by the incumbent directors or directors elected by stockholder vote (other than directors elected as the result of an actual or threatened election contest) cease for any reason to constitute at least a majority of the board;Board; |
• | | the Company’s dissolution or liquidation; |
• | | the sale, transfer or other disposition of all or substantially all of the Company’s business or assets other than any sale, transfer or disposition to Mr.AdelsonMr. Adelson’s estate or one of his related parties; or |
• | | the consummation of certain reorganizations, recapitalizations, mergers, consolidations, statutory share exchanges or similar forms of corporate transaction unless, immediately following any such business combination, there is no change of ultimate control of more than 50% of the total voting power of the resulting entity or change in a majority of the Board. |
LAS VEGAS SANDS CORP.• 2021 PROXY STATEMENT 53
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| | LAS VEGAS SANDS 2023 Proxy Statement | | 51 |
Named
Executive Officers’ Benefits upon Termination or Change in Control In March 2021, we entered into new or amended employment agreements with each of Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson. Changes to the executive officers, and their role and title (except for Mr. Hudson) reflect the implementation of the succession plan accomplished in early 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, including lower base salary for Mr. Goldstein and increased percentage of compensation at-risk for all executive officers. The following summaries are qualified in all respects by the terms of the applicable employment agreements entered into in March 2021 and applicable law. Mr. Adelson
The Company is obligated to pay or provide Mr. Adelson (or his estate) the following under the various termination scenarios pursuant to his employment agreement:
Reason for Termination | | Mr. Adelson is Entitled To: | Company Terminates for Cause | | • base salary through the date of termination | NEO Terminates for Good
Reason (No Change in Control)
| | • all accrued and unpaid base salary and bonus through the date of termination
• his base salary and bonus, if applicable, he would have received had he remained employed through the remainder of the term of his employment agreement, or twelve months, whichever is longer
• a pro rata bonus for the year of termination of employment at the time the bonus would normally be paid based on the amount of bonus Mr. Adelson would have earned had he remained employed for the full year
• full vesting of all unvested options and restricted stock awards outstanding on the date of termination of employment, with all option awards remaining exercisable during the full original term of the option
• continued health and welfare benefits for the remainder of the term of the employment agreement (or, if longer, for twelve months following the date of termination, or, if earlier, until he receives health and welfare coverage from a subsequent employer)
| Change in Control (For Good
Reason Within Two-Years or Voluntary Termination
Within One-Year Of Change
In Control)(1)
| | • all accrued and unpaid base salary and bonus through the date of termination
• a lump sum payment of two times the sum of his salary and the Maximum Bonus for the year of termination
• a pro rata portion of the Maximum Bonus for the year of termination of employment
• full vesting of all unvested options and restricted stock awards outstanding on the date of termination of employment, with all option awards remaining exercisable during the full original term of the option
• continued health and welfare benefits for two years following termination (or, if earlier, until he receives health and welfare coverage from a subsequent employer) and employer contributions to non-qualified retirement plans and deferred compensation plans, if any, for two years following the date of termination, provided that the Company’s obligation to provide these benefits shall cease under certain circumstances
| Death or Disability | | • all accrued and unpaid base salary and bonus through the date of termination
• continued payments of base salary and annual bonus he would have received had he remained employed through the twelve months following the date of termination, less any applicable short-term disability insurance payments
• a pro rata bonus for the year of termination of employment at the time the bonus would normally be paid based on the amount of bonus Mr. Adelson would have earned had he remained employed for the full year
• full vesting of all unvested options and restricted stock awards outstanding on the date of termination of employment, with all option awards remaining exercisable during the full original term of the option
• continued health and welfare benefits, including for Mr. Adelson’s covered dependents, for twelve months following the date of termination
| Retirement | | • all accrued and unpaid base salary and bonus through the date of termination
• a pro rata bonus for the year of termination of employment at the time the bonus would normally be paid based on the amount of bonus Mr. Adelson would have earned had he remained employed for the full year
• continued vesting of all equity awards (including incentive awards granted under his employment agreement) in accordance with their terms so that all such awards continue to vest and any exercise periods continue, at the same rate as if Mr. Adelson had remained employed by the Company
• continued health and welfare benefits for twelve months following termination
|
(1) | If the change in control, however, does not satisfy the definition of a change in the ownership or effective control of a corporation or a change in the ownership of a substantial portion of the assets of a corporation, pursuant to Section 409A of the Code, then the payment of two times salary plus the Maximum Bonus will be paid ratably for the remainder of the term of the employment agreement and the pro rata portion of the Maximum Bonus for the year of termination will be paid at the same time bonuses would normally be paid to other executive officers of the Company. |
LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT | 54 |
The reasons for termination are defined in Mr. Adelson’s employment agreement as follows:
Definition | | Description in Mr. Adelson’s Employment Agreement | Cause | | •the Board determines there has been a final and non-appealable revocation of his gaming license by the Nevada gaming authorities; provided, that in the event that the revocation occurs without there having been any fault on his part, the termination will be treated in the same manner as a termination due to disability instead of for “cause” | Good Reason | | • the Company fails to maintain him as Chairman of the Board, except as otherwise required by applicable law or regulation, or the sole Chief Executive Officer
• there is a reduction in Mr. Adelson’s base salary, maximum annual bonus opportunity, benefits or perquisites
• there is any requirement that Mr. Adelson report directly to any person or entity other than the Board
• any relocation of the Company’s headquarters or Mr. Adelson’s primary office location, in either case to a location more than 30 miles from its location as of the effective date of the agreement
• there is a change in his duties and responsibilities that would cause his position to have less dignity, importance, authority or scope than intended at the effective date of the agreement
• the Company materially breaches the employment agreement
| Change in Control
| | • Refer to “Change in Control Arrangements” as previously described for details
| Disability
| | • Mr. Adelson shall, in the opinion of an independent physician selected by agreement between the Board and Mr. Adelson, become so physically or mentally incapacitated that he is unable to perform the duties of his employment for a continuous period of six consecutive full months
|
LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT | 55 |
Mr. Goldstein The Company is obligated to pay or provide Mr. Goldstein (or his estate) the following under the various termination scenarios pursuant to his amended employment agreement: Reason for Termination | | | | | REASON FOR TERMINATION | | Mr. Goldstein is Entitled To:MR. GOLDSTEIN IS ENTITLED TO: | | | Company Terminates for Cause | | “Goldstein Accrued Benefits” consisting of: | •base salary through the date of termination of employment • all previously earned bonuses through the “Goldstein Standard Benefits” consisting of:date of termination of employment • reimbursement for expenses incurred, but not paid, prior to such termination of employment, subject to the receipt of supporting information by the Company • such other compensation and benefits as may be provided in applicable plans and programs of the Company, according to the terms and conditions of such plans and programs | | | Company Terminates Without Cause or NEO Executive Officer Terminates for Good Reason | | •the Goldstein StandardAccrued Benefits •continuation a lump sum payment in the amount of two times the sum of his base salary plus his target bonus • any unpaid bonus for twelve months following termination of employment (or, if shorter, the remainder of the initial term of his employment agreement) | Change in Control(1) | | • all accrued and unpaid base salary and previously earned bonus(es) throughcalendar year preceding the date of termination of employment
• pro-rata target bonus for the year of termination • accelerated vesting of equity, except for the one-time performance-based stock options, which, in accordance with the applicable award agreement, will remain outstanding and will continue to vest as set out in the applicable award agreement | | | Company Terminates Without Cause or Executive Officer Terminates for Good Reason within 24 months following a Change in Control | | • Goldstein Accrued Benefits • accelerated vesting of equity, except for the one-time performance-based stock options, which, in accordance with the applicable award agreement, will continue to vest as set out in the applicable award agreement •a lump sum payment in the amount of twothree times the sum of his base salary plus target bonus •accelerated vesting any unpaid bonus for the calendar year preceding the date of termination of employment; • pro-rata target bonus for the grantyear of 2,500,000 stock options granted on November 20, 2018termination •continued participation in the health and welfare benefit plans of the Company and employer contributions to non-qualified retirement plans and deferred compensation plans, if any, for two years following the date of termination provided that the Company’s obligation to provide these benefits shall cease under certain circumstances | Death or Disability | | • the Goldstein Standard Benefits
• continuation of his base salary for twelve months following termination of employment (or, if shorter, the remainder of the initial term of his employment agreement), less (1) any short-term disability insurance proceeds he receives during such period in the event termination of his employment is due to his disability and (2) any life insurance proceeds Mr. Goldstein’s estate receives from Company-paid life insurance policies in the event of his death
• a payment in an amount equal to 100% of his then target bonus
|
(1) | Under | | | | | | | 52 | | LAS VEGAS SANDS 2023 Proxy Statement | |
|
EXECUTIVE COMPENSATION AND OTHER INFORMATION | | | | | REASON FOR TERMINATION | | MR. GOLDSTEIN IS ENTITLED TO: | | | Death or Disability | | • Goldstein Accrued Benefits • a lump sum payment in the amount of two times his base salary • any unpaid bonus for the calendar year preceding the date of termination of employment • accelerated vesting of equity, except for the one-time performance-based stock options, which, in accordance with the applicable award agreement, will expire to the extent unvested on the date of termination of employment due to death or disability | | | Termination After the Employment Term Expires | | • in the event Mr. Goldstein’s employment agreement, he is permitted to terminateterminates after the expiration of his employment with the Company upon 30 days’ written notice following a change in control provided thatterm (March 1, 2026) for any reason, all equity awards previously granted pursuant to his termination of employment may not be effective until twelve months following the change in control.agreement or otherwise will immediately vest |
LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT | 56 |
The reasons for termination are defined in Mr. Goldstein’s employment agreement as follows: Definition | | | | | DEFINITION | | Description in Mr. Goldstein’s Employment AgreementDESCRIPTION IN MR. GOLDSTEIN’S EMPLOYMENT AGREEMENT | | | Cause | | •he is convicted of a felony or misappropriates any material funds or material property of the Company, its subsidiaries or affiliates •he commits fraud or embezzlement with respect to the Company, its subsidiaries or affiliates •he commits any material act of dishonesty relating to his employment by the Company resulting in direct or indirect personal gain or enrichment at the expense of the Company, its subsidiaries or affiliates •he uses alcohol or drugs that render him materially unable to perform the functions of his job or to carry out his duties to the Company and he fails to correct the situation following written notice •he commits a material breach of his employment agreement and he fails to correct the situation following written notice •he commits any act or acts of serious and willful misconduct (including disclosure of confidential information) that is likely to cause a material adverse effect on the business of the Company, its subsidiaries or affiliates •his gaming license is withdrawn with prejudice, denied, revoked or suspended by any of the gaming authorities with jurisdiction over the Company or its affiliates and he fails to correct the situation following written notice | | | Good Reason | | | •the Company’s removal of Mr. Goldstein from the position of President and Chief OperatingExecutive Officer of the Company •any other material adverse change in Mr. Goldstein’s status, position, duties or responsibilities (which shall include any adverse change in thehis reporting relationships described inrelationships) or location of principal office • Company’s material breach of its obligations under his employment agreement), which is not curedagreement or any plan documents or agreements of the Company No purported termination for Good Reason will be effective unless the Company fails to cure the facts or events creating “Good Reason” within 30 days after written notice thereof is delivered by Mr. Goldstein to the CompanyCompany. | | | Change in Control | | •Refer to “Change in Control Arrangements” as previously described for details | | | Disability | | • Mr. Goldstein shall, in the opinion of an independent physician selected by agreement between the Board of Directors and Mr. Goldstein, become so physically or mentally incapacitated that he is unable to perform the duties of his employment for an aggregate of 180 days in any 365-day consecutive period or for a continuous period of six consecutive months |
| | | | | | | |
| | LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT2023 Proxy Statement | 57 |
53
Mr. Dumont The Company is obligated to pay or provide Mr. Dumont (or his estate) the following under the various termination scenarios pursuant to his employment agreement: Reason for Termination | | | | | REASON FOR TERMINATION | | Mr. Dumont is Entitled To:MR. DUMONT IS ENTITLED TO: | | | Company Terminates for Cause | | • the “Dumont Standard“Dumont Accrued Benefits” consisting of:
• continuation of his base salary through the date of termination of employment • all previously earned bonuses through the date of termination of employment • reimbursement for expenses incurred, but not paid, prior to such termination of employment, subject to the receipt of supporting information by the Company • such other compensation and benefits as may be required byprovided in outstanding equity awards or applicable lawplans and programs of the Company, according to the terms and conditions of such awards, plans and programs | | | Company Terminates Without Cause or NEO Executive Officer Terminates for Good Reason | | •the Dumont StandardAccrued Benefits •continuation a payment of his base salary for twelveplus his target bonus, paid over 12 months followingpost termination of employment • any unpaid bonus for the calendar year preceding the date of termination of employment • pro-rata target bonus for the year of termination • accelerated vesting of equity, except for the one-time performance-based stock options, which, in accordance with the applicable award agreement, will remain outstanding and will continue to vest as set out in the applicable award agreement | | | Company Terminates Without Cause or Executive Officer Terminates for Good Reason within 24 months following a Change in Control | | • Dumont Accrued Benefits • accelerated vesting of equity, except for the one-time performance-based stock options, which, in accordance with the applicable award agreement, will continue to vest as set out in the applicable award agreement • a lump sum payment in the amount of two times the sum of his base salary plus target bonus • any unpaid bonus for the calendar year preceding the date of termination of employment • pro-rata target bonus for the year of termination •continued participation in the health and welfare benefit plans of the Company and employer contributions to non-qualified retirement plans and deferred compensation plans, if any, for one yeartwo years following the date of termination, provided that the Company’s obligation to provide such health care benefits shall cease at the time he and his dependents become eligible for comparable benefits from another employer that do not exclude any pre-existing condition of he or any covered dependent that was not excluded under the Company’s health plans immediately prior to the date of termination | | | Change in Control(1)Death or Disability
| | •the Dumont StandardAccrued Benefits •all accrued and unpaid continuation of base salary and previously earned bonus(es) throughfor 12 months following termination of employment, less any Company-provided short-term disability or life insurance proceeds • any unpaid bonus for the calendar year preceding the date of termination of employment •a lump sum payment accelerated vesting of one times his base salary | Deathequity, except for the one-time performance-based stock options, which, in accordance with the applicable award agreement, will expire to the extent unvested on the date of termination of employment due to death or Disability
| | • the Dumont Standard Benefitsdisability
|
(1) | Under Mr. Dumont’s employment agreement, he is permitted to terminate his employment with the Company upon 90 days’ written notice following a change in control; provided that his termination of employment may not be effective until twelve months following the change in control. | | | | | | | 54 | | LAS VEGAS SANDS 2023 Proxy Statement | |
|
EXECUTIVE COMPENSATION AND OTHER INFORMATION The reasons for termination are defined in Mr. Dumont’s employment agreement as follows: Definition | | | | | DEFINITION | | Description in Mr. Dumont’s Employment AgreementDESCRIPTION IN MR. DUMONT’S EMPLOYMENT AGREEMENT | | | Cause | | •he commits a felony or misappropriates any material funds or material property of the Company or any of its affiliates •he commits fraud or embezzlement with respect to the Company or any of its affiliates •he commits any material act of dishonesty resulting in direct or indirect personal gain or enrichment •he uses alcohol or drugs that render him unable to perform fully the functions of his job or to carry out fully his duties to the Company and he fails to correct the situation following written notice • he commits a material breach of his employment agreement as determined by the Company in its sole discretion and he fails to correct the situation following written notice • he commits any act or acts of serious and willful misconduct (including disclosure of confidential information) that is likely to cause a material adverse effect on the business of the Company or any of its affiliates and he fails to correct the situation following written notice • his gaming license is withdrawn with prejudice, denied, revoked or suspended by any of the gaming authorities with jurisdiction over the Company or its affiliates | | | Good Reason | | • the Company’s removal of Mr. Dumont from the position of President and Chief Operating Officer of the Company • a material adverse change in Mr. Dumont’s status, position, duties or responsibilities (which shall include his ceasing to be the President and Chief Operating Officer of a publicly-traded company or any adverse change in the reporting relationship), • Company’s material breach of its obligations under his employment agreement or any plan documents or agreements of the Company No purported termination for Good Reason will be effective unless the Company fails to cure the facts or events creating “Good Reason” within 30 days after written notice is delivered by Mr. Dumont to the Company. | | | Change in Control | | • Refer to “Change in Control Arrangements” as previously described for details | | | Disability | | • Mr. Dumont shall, in the opinion of an independent physician selected by agreement between the Board of Directors and Mr. Dumont, become so physically or mentally incapacitated that he is unable to perform the duties of his employment for an aggregate of 180 days in any 365-day consecutive period or for a continuous period of six consecutive months |
| | | | | | | |
| | LAS VEGAS SANDS 2023 Proxy Statement | | 55 |
Mr. Hyzak The Company is obligated to pay or provide Mr. Hyzak (or his estate) the following under the various termination scenarios pursuant to his employment agreement: | | | | | REASON FOR TERMINATION | | MR. HYZAK IS ENTITLED TO: | | | Company Terminates for Cause | | “Hyzak Accrued Benefits” consisting of: • a base salary through the date of termination of employment • all previously earned bonuses through the date of termination of employment • reimbursement for expenses incurred, but not paid, prior to such termination of employment, subject to the receipt of supporting information by the Company • such other compensation and benefits as may be provided in outstanding equity awards or applicable plans and programs of the Company, according to the terms and conditions of such awards, plans and programs | | | Company Terminates Without Cause or Executive Officer Terminates for Good Reason | | • Hyzak Accrued Benefits • a payment of his base salary, paid over 12 months post termination of employment • any unpaid bonus for the calendar year preceding the date of termination of employment • pro-rata target bonus for the year of termination • accelerated vesting of equity, except for the one-time performance-based stock options, which, in accordance with the applicable award agreement, will remain outstanding and will continue to vest as set out in the applicable award agreement | | | Company Terminates Without Cause or Executive Officer Terminates for Good Reason within 24 months following a Change in Control | | • Hyzak Accrued Benefits • accelerated vesting of equity, except for the one-time performance-based stock options, which, in accordance with the applicable award agreement, will continue to vest as set out in the applicable award agreement • a lump sum payment in the amount of one times the sum of his base salary plus target bonus • any unpaid bonus for the calendar year preceding the date of termination of employment • pro-rata target bonus for the year of termination • continued participation in the health and welfare benefit plans of the Company and employer contributions to non-qualified retirement plans and deferred compensation plans, if any, for two years following the date of termination | | | Death or Disability | | • Hyzak Accrued Benefits • continuation of base salary for 12 months following termination of employment, less any Company-provided short-term disability or life insurance proceeds • any unpaid bonus for the calendar year preceding the date of termination of employment • accelerated vesting of equity, except for the one-time performance-based stock options, which, in accordance with the applicable award agreement, will expire to the extent unvested on the date of termination of employment due to death or disability |
| | | | | | | | 56 | | LAS VEGAS SANDS 2023 Proxy Statement | |
|
EXECUTIVE COMPENSATION AND OTHER INFORMATION The reasons for termination are defined in Mr. Hyzak’s employment agreement as follows: | | | | | DEFINITION | | DESCRIPTION IN MR. HYZAK’S EMPLOYMENT AGREEMENT | | | Cause | | • he commits a felony or misappropriates any material funds or material property of the Company or any of its affiliates • he commits fraud or embezzlement with respect to the Company or any of its affiliates • he commits any act of dishonesty resulting in direct or indirect personal gain or enrichment • he uses alcohol or drugs that render him unable to perform fully the functions of his job or to carry out fully his duties to the Company and he fails to correct the situation following written notice •he commits a non de minimis breach of his employment agreement as determined by the Company in its sole discretion and he fails to correct the situation following written notice •he commits any act or acts of serious and willful misconduct (including disclosure of confidential information) that is likely to cause a material adverse effect on the business of the Company or any of its affiliates •his gaming license is withdrawn with prejudice, denied, revoked or suspended by any of the gaming authorities with jurisdiction over the Company or its affiliates and he fails to correct the situation following written notice | | | Good Reason | | •the Company’s removal of Mr. DumontHyzak from the position of Executive Vice President and Chief Financial Officer of the Company •a material adverse change in Mr. Dumont’sHyzak’s status, position, duties or responsibilities (which shall include nothis ceasing to be the Executive Vice President and Chief Financial Officer of a publicly traded company or any adverse change in the reporting relationship) No purported termination for Good Reason will be effective unless the Company fails to cure the CEOfacts or the CEO’s designee), which is not curedevents creating “Good Reason” within 30 days after written notice thereof is delivered by Mr. DumontHyzak to the CompanyCompany. | | | Change in Control | | • Refer to “Change in Control Arrangements” as previously described for details | | | Disability | | • Mr. DumontHyzak shall, in the opinion of an independent physician selected by the Company, become so physically or mentally incapacitated that he is unable to perform the duties of his employment |
| | | | | | | |
| | LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT2023 Proxy Statement | 58 |
Mr. Hudson The Company is obligated to pay or provide Mr. Hudson (or his estate) the following under the various termination scenarios pursuant to his employment agreement: Reason for Termination | | | | | REASON FOR TERMINATION | | Mr. Hudson is Entitled To:MR. HUDSON IS ENTITLED TO: | | | Company Terminates for Cause | | “Hudson Accrued Benefits” consisting of: •base salary through the date of termination of employment •the “Hudson Standard Benefits” consisting of: • reimbursement for expenses incurred, but not paid, prior to such termination of employment, subject to the receipt of supporting information by the Company
• such other compensation and benefits as may be provided in applicable plans and programs of the Company, according to the terms and conditions of such plans and programs | | | Company Terminates Without Cause or NEO Executive Officer Terminates for Good Reason | | •the Hudson StandardAccrued Benefits •a lump sum payment in the amount of his base salary for twelve months •relocation per the Company’s relocation policy to a city of his choice in the continental United States • in accordance with the applicable award agreement, the one-time performance-based stock options will remain outstanding and continue to vest as set out in the applicable award agreement |
The reasons for termination are defined in Mr. Hudson’s employment agreement as follows: Definition | | | | | DEFINITION | | Description in Mr. Hudson’s Employment AgreementDESCRIPTION IN MR. HUDSON’S EMPLOYMENT AGREEMENT | | | Cause | | •he is convicted or pleads guilty or enters into a nolo contendere or Alford plea to a felony or is convicted of a misdemeanor involving moral turpitude, which materially affects his ability to perform duties or materially adversely affects the Company or its reputation or he misappropriates any material funds or property of the Company •he commits fraud or embezzlement with respect to the Company •he commits any material act of dishonesty relating to his employment by the Company regardless of whether such act results or was intended to result in his direct or indirect personal gain or enrichment •he uses alcohol or drugs that render him unable to perform the functions of his job or to carry out his duties to the Company •he fails to render services, including any licensing requirements, or fails to follow directions communicated by management •any act, or failure to act, (including disclosure of confidential information) by Mr. Hudson that is likely to prejudice the business or reputation of the Company, to result in material economic or other harm to the Company or which brings material disrepute upon himself, either personally or professionally •he violates any law, rule or regulation of any governmental or regulatory body material to the business of the Company or its affiliates •he loses, cannot attain or has revoked or suspended any license or certification necessary to discharge his duties on behalf of the Company •he willfully or persistently fails to reasonably perform his duties | | | Good Reason | | •the Company’s removal of Mr. Hudson from the position of Executive Vice President and/or Global General Counsel of the Company •a relocation of his principal place of employment by more than 200 miles; or •a material adverse change in Mr. Hudson’s status, position, duties or responsibilities (which shall include not reporting to the CEO or the CEO’s designee), which is not cured within 30 days after written notice thereof is delivered by Mr. Hudson to the Company |
LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT | 59 | | | |
Executive Officers’ Benefits upon Termination or Change in Control Under 2021 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 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. The following summaries are qualified in all respects by the terms of the applicable employment agreements and applicable law.
Mr. Goldstein
The Company is obligated to pay or provide Mr. Goldstein (or his estate) the following under the various termination scenarios pursuant to his amended employment agreement:
Reason for Termination | | Mr. Goldstein is Entitled To: | Company Terminates for 58
Cause
| | • “Goldstein Accrued Benefits” consisting of:
• base salary through the date of termination of employment
• all previously earned bonuses through the date of termination of employment
• reimbursement for expenses incurred, but not paid prior to such termination of employment, subject to the receipt of supporting information by the Company
• such other compensation and benefits as may be provided in applicable plans and programs of the Company, according to the terms and conditions of such plans and programs
| Company Terminates
Without Cause or Executive
Officer Terminates for Good
Reason
| | • Goldstein Accrued Benefits
• a lump sum payment in the amount of two times the sum of his base salary plus his target bonus
• any unpaid bonus for the calendar year preceding the date of termination of employment
• pro-rata target bonus for the year of termination
• accelerated vesting of equity
| Company Terminates
Without Cause or Executive
Officer Terminates for Good
Reason within 24 months
following a Change in
Control
| | • Goldstein Accrued Benefits
• accelerated vesting of equity
• a lump sum payment in the amount of three times his base salary plus target bonus
• any unpaid bonus for the calendar year preceding the date of termination of employment;
• pro-rata target bonus for the year of termination
• continued participation in the health and welfare benefit plans of the Company and employer contributions to non-qualified retirement plans and deferred compensation plans, if any, for two years following the date of termination
| Death or Disability | | • Goldstein Accrued Benefits
• a lump sum payment in the amount of two times the sum of his base salary
• any unpaid bonus for the calendar year preceding the date of termination of employment
• accelerated vesting of equity
| Termination After the Employment Term Expires | | • In the event Mr. Goldstein’s employment terminates after the expiration of his employment term (March 1, 2026) for any reason, all equity awards previously granted pursuant to his employment agreement or otherwise will immediately vest |
LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT | 60 |
The reasons for termination are defined in Mr. Goldstein’s employment agreement as follows:
Definition | | Description in Mr. Goldstein’s Employment Agreement | Cause | | • he is convicted of a felony
• he commits fraud or embezzlement with respect to the Company, its subsidiaries or affiliates
• he commits any material act of dishonesty relating to his employment by the Company resulting in direct or indirect personal gain or enrichment at the expense of the Company, its subsidiaries or affiliates
• he uses alcohol or drugs that render him materially unable to perform the functions of his job or to carry out his duties to the Company and he fails to correct the situation following written notice
• he commits a material breach of his employment agreement and he fails to correct the situation following written notice
• he commits any act or acts of serious and willful misconduct that is likely to cause a material adverse effect on the business of the Company, its subsidiaries or affiliates
• his gaming license is withdrawn with prejudice, denied, revoked or suspended by any of the gaming authorities with jurisdiction over the Company or its affiliates and he fails to correct the situation following written notice
| Good Reason | | • the Company’s removal of Mr. Goldstein from the position of Chief Executive Officer of the Company
• any other material adverse change in Mr. Goldstein’s status, position, duties or responsibilities (which shall include any adverse change in his reporting relationships) or location of principal office
• Company’s material breach of its obligations under his employment agreement or any plan documents or agreements of the Company
| | | | | | No purported termination for Good Reason will be effective unless the Company fails to cure the facts or events creating “Good Reason” within 30 days after written notice is delivered by Mr. Goldstein to the Company. | Change in Control
| | • Refer to “Change in Control Arrangements” as previously described for details
| Disability
| | • Mr. Goldstein shall, in the opinion of an independent physician selected by agreement between the Board of Directors and Mr. Goldstein, become so physically or mentally incapacitated that he is unable to perform the duties of his employment for an aggregate of 180 days in any 365-day consecutive period or for a continuous period of six consecutive months
|
LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT | 61 |
Mr. Dumont
The Company is obligated to pay or provide Mr. Dumont (or his estate) the following under the various termination scenarios pursuant to his employment agreement:
Reason for Termination | | Mr. Dumont is Entitled To: | Company Terminates for
Cause
| | • “Dumont Accrued Benefits” consisting of:
• base salary through the date of termination of employment
• all previously earned bonuses through the date of termination of employment
• reimbursement for expenses incurred, but not paid prior to such termination of employment, subject to the receipt of supporting information by the Company
• such other compensation and benefits as may be provided in outstanding equity awards or applicable plans and programs of the Company, according to the terms and conditions of such awards, plans and programs
| Company Terminates
Without Cause or Executive Officer Terminates for Good
Reason
| | • Dumont Accrued Benefits
• a payment of his base salary plus his target bonus, paid over 12 months post termination of employment
• any unpaid bonus for the calendar year preceding the date of termination of employment
• pro-rata target bonus for the year of termination
• accelerated vesting of equity
| Company Terminates
Without Cause or Executive
Officer Terminates for Good
Reason within 24 months
following a Change in
Control
| | • Dumont Accrued Benefits
• accelerated vesting of equity
• a lump sum payment in the amount of two times his base salary plus target bonus
• any unpaid bonus for the calendar year preceding the date of termination of employment
• pro-rata target bonus for the year of termination
• continued participation in the health and welfare benefit plans of the Company and employer contributions to non-qualified retirement plans and deferred compensation plans, if any, for two years following the date of termination
| Death or Disability | | • Dumont Accrued Benefits
• continuation of base salary for 12 months following termination of employment, less any Company-provided short-term disability or life insurance proceeds
• any unpaid bonus for the calendar year preceding the date of termination of employment
• accelerated vesting of equity
|
LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT | 62 |
The reasons for termination are defined in Mr. Dumont’s employment agreement as follows:
Definition | | Description in Mr. Dumont’s Employment Agreement | Cause | | • he commits a felony or misappropriates any material funds or material property of the Company or any of its affiliates
• he commits fraud or embezzlement with respect to the Company or any of its affiliates
• he commits any material act of dishonesty resulting in direct or indirect personal gain or enrichment
• he uses alcohol or drugs that render him unable to perform fully the functions of his job or to carry out fully his duties to the Company and he fails to correct the situation following written notice
• he commits a material breach of his employment agreement as determined by the Company in its sole discretion and he fails to correct the situation following written notice
• he commits any act or acts of serious and willful misconduct (including disclosure of confidential information) that is likely to cause a material adverse effect on the business of the Company or any of its affiliates and he fails to correct the situation following written notice
• his gaming license is withdrawn with prejudice, denied, revoked or suspended by any of the gaming authorities with jurisdiction over the Company or its affiliates
| Good Reason | | • the Company’s removal of Mr. Dumont from the position of President and Chief Operating Officer of the Company
• a material adverse change in Mr. Dumont’s status, position, duties or responsibilities (which shall include his ceasing to be the President and Chief Operating Officer of a publicly-traded company or any adverse change in the reporting relationship),
• Company’s material breach of its obligations under his employment agreement or any plan documents or agreements of the Company
| No purported termination for Good Reason will be effective unless the Company fails to cure the facts or events creating “Good Reason” within 30 days after written notice is delivered by Mr. Dumont to the Company. | Change in Control
| | • Refer to “Change in Control Arrangements” as previously described for details
| Disability
| | • Mr. Dumont shall, in the opinion of an independent physician selected by agreement between the Board of Directors and Mr. Dumont, become so physically or mentally incapacitated that he is unable to perform the duties of his employment for an aggregate of 180 days in any 365-day consecutive period or for a continuous period of six consecutive months
|
LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT | 63 |
Mr. Hyzak
The Company is obligated to pay or provide Mr. Hyzak (or his estate) the following under the various termination scenarios pursuant to his employment agreement:
Reason for Termination | | Mr. Hyzak is Entitled To: | Company Terminates for
Cause
| | • “Hyzak Accrued Benefits” consisting of:
• a base salary through the date of termination of employment
• all previously earned bonuses through the date of termination of employment
• reimbursement for expenses incurred, but not paid prior to such termination of employment, subject to the receipt of supporting information by the Company
• such other compensation and benefits as may be provided in outstanding equity awards or applicable plans and programs of the Company, according to the terms and conditions of such awards, plans and programs
| Company Terminates
Without Cause or Executive
Officer Terminates for Good
Reason
| | • Hyzak Accrued Benefits
• a payment of his base salary, paid over 12 months post termination of employment
• any unpaid bonus for the calendar year preceding the date of termination of employment
• pro-rata target bonus for the year of termination
• accelerated vesting of equity
| Company Terminates
Without Cause or
by Executive Officer
Terminates for Good Reason
within 24 months following
a Change in Control
| | • Hyzak Accrued Benefits
• accelerated vesting of equity
• a lump sum payment in the amount of one times his base salary plus target bonus
• any unpaid bonus for the calendar year preceding the date of termination of employment
• pro-rata target bonus for the year of termination
• continued participation in the health and welfare benefit plans of the Company and employer contributions to non-qualified retirement plans and deferred compensation plans, if any, for two years following the date of termination
| Death or Disability | | • Hyzak Accrued Benefits
• continuation of base salary for 12 months following termination of employment, less any Company-provided short-term disability or life insurance proceeds
• any unpaid bonus for the calendar year preceding the date of termination of employment
• accelerated vesting of equity
|
LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT | 64 |
The reasons for termination are defined in Mr. Hyzak’s employment agreement as follows:
Definition | | Description in Mr. Hyzak’s Employment Agreement | Cause | | • he commits a felony or misappropriates any material funds or material property of the Company or any of its affiliates
• he commits fraud or embezzlement with respect to the Company or any of its affiliates
• he commits any act of dishonesty resulting in direct or indirect personal gain or enrichment
• he uses alcohol or drugs that render him unable to perform fully the functions of his job or to carry out fully his duties to the Company and he fails to correct the situation following written notice
• he commits a non de minimis breach of his employment agreement as determined by the Company in its sole discretion and he fails to correct the situation following written notice
• he commits any act or acts of serious and willful misconduct (including disclosure of confidential information) that is likely to cause a material adverse effect on the business of the Company or any of its affiliates
• his gaming license is withdrawn with prejudice, denied, revoked or suspended by any of the gaming authorities with jurisdiction over the Company or its affiliates and he fails to correct the situation following written notice
| Good Reason | | • the Company’s removal of Mr. Hyzak from the position of Executive Vice President and Chief Financial Officer of the Company
• a material adverse change in Mr. Hyzak’s status, position, duties or responsibilities (which shall include his ceasing to be the Executive Vice President and Chief Financial Officer of a publicly traded company or any adverse change in the reporting relationship)
| No purported termination for Good Reason will be effective unless the Company fails to cure the facts or events creating “Good Reason” within 30 days after written notice is delivered by Mr. Hyzak to the Company. | Change in Control | | • Refer to “Change in Control Arrangements” as previously described for details | Disability | | • Mr. Hyzak shall, in the opinion of an independent physician selected by the Company, become so physically or mentally incapacitated that he is unable to perform the duties of his employment |
Mr. Hudson
The Company is obligated to pay or provide Mr. Hudson the following under the various termination scenarios pursuant to his employment agreement:
Reason for Termination | | Mr. Hudson is Entitled To: | Company Terminates for
Cause
| | • base salary through the date of termination of employmentLAS VEGAS SANDS 2023 Proxy Statement
• the “Hudson Standard Benefits” consisting of:
• reimbursement for expenses incurred, but not paid prior to such termination of employment, subject to the receipt of supporting information by the Company
• such other compensation and benefits as may be provided in applicable plans and programs of the Company, according to the terms and conditions of such plans and programs
| Company Terminates
Without Cause or Executive
Officer Terminates for Good Reason
| | • the Hudson Standard Benefits
• a lump sum payment in the amount of his base salary for twelve months
• relocation per the Company’s relocation policy to a city of his choice in the continental United States
|
LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT | 65 |
The reasons for termination are defined in Mr. Hudson’s employment agreement as follows:EXECUTIVE COMPENSATION AND OTHER INFORMATION
Definition | | Description in Mr. Hudson’s Employment Agreement | Cause | | • he is convicted or pleads guilty or enters into a nolo contendere or Alford plea to a felony or is convicted of a misdemeanor involving moral turpitude, which materially affects his
• ability to perform duties or materially adversely affects the Company or its reputation or he misappropriates any material funds or property of the Company
• he commits fraud or embezzlement with respect to the Company
• he commits any material act of dishonesty relating to his employment by the Company regardless of whether such act results or was intended to result in his direct or indirect personal gain or enrichment
• he uses alcohol or drugs that render him unable to perform the functions of his job or to carry out his duties to the Company
• he fails to render services, including any licensing requirements, or fails to follow directions communicated by management
• any act, or failure to act, (including disclosure of confidential information) by Mr. Hudson that is likely to prejudice the business or reputation of the Company, to result in material economic or other harm to the Company or which brings material disrepute upon himself, either personally or professionally
• he violates any law, rule or regulation of any governmental or regulatory body material to the business of the Company or its affiliates
• he loses, cannot attain or has revoked or suspended any license or certification necessary to discharge his duties on behalf of the Company
• he willfully or persistently fails to reasonably perform his duties
| Good Reason | | • the Company’s removal of Mr. Hudson from the position of Executive Vice President and/or Global General Counsel of the Company
• a relocation of his principal place of employment by more than 200 miles; or
• a material adverse change in Mr. Hudson’s status, position, duties or responsibilities (which shall include not reporting to the CEO or the CEO’s designee), which is not cured within 30 days after written notice thereof is delivered by Mr. Hudson to the Company
|
Amended and Restated 2004 Equity Award Plan In the event of a change in control, as defined in the Company’sour Amended and Restated 2004 Equity Award Plan, if our Compensation Committee so determines: • | | all outstanding options and equity (other than performance compensation awards) issued under theour Amended and Restated 2004 Equity Award Plan shall fully vest; and |
• | | | • | outstanding awards may be cancelled and the value of the awards shall be paid to the participants. |
In addition, performance compensation awards shall vest based on the level of attainment of the performance goals as determined by the Compensation Committee. LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT | 66 |
— | POTENTIAL PAYMENTS/BENEFITS UPON TERMINATION OF EMPLOYMENT FOR 2020 |
— POTENTIAL PAYMENTS/BENEFITS UPON TERMINATION OF EMPLOYMENT FOR 2022 The table below sets forth information about the potential payments and benefits our named executive officers who were employed by the Companyus on December 31, 2020,2022, may receive under their employment agreements, as in effect on December 31, 2020,2022, upon the termination of their employment with the Company. The amounts shown in the table below are estimates of the maximum payments that each named executive officer would receive in certain instances assuming a hypothetical employment termination date of December 31, 2020.2022. The amounts actually payable will be determined only upon the termination of employment of each named executive officer, taking into account the facts and circumstances surrounding the named executive officer’s termination of employment, and are qualified in all respects by the terms of the applicable employment agreements and applicable law. The information in the table assumes: • | | amounts included in cash payments for incentive bonus payments are based on each named executive achieving 100% of their performance targets and/or goals; |
• | | the named executive officer did not become employed by a subsequent employer; and |
• | | equity awards vest fully upon terminations without cause or for good reason (whether or not in connection with a change in control,control), or death or disability, if provided in the applicable employment agreement. |
| | | | Continued | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Vesting or | | Continued | | | | | | NAME | | | CASH PAYMENTS | | ACCELERATION OF RESTRICTED STOCK UNITS(1) | | CONTINUED VESTING OR ACCELERATION OF OPTIONS(2) | | CONTINUED HEALTH BENEFITS(3) | | TOTAL | | | Cash | | Acceleration of | | Health | | | | | | Name | | Payments | | Options(1) | | Benefits(2) | | Total | | | Sheldon G. Adelson | | | | | | | | | | | | | | | | | | For Good Reason | | $ | 30,000,000 | | | $ | 211,481 | | | $ | 20,000 | | | $ | 30,231,481 | | | Change in Control | | $ | 47,500,000 | | | $ | 211,481 | | | $ | 40,000 | | | $ | 47,751,481 | | | Robert G. Goldstein | | | | | | | | | | | | | | | | | | | | | | Without Cause/For Good Reason | | | | $ | 24,000,000 | | | | $ | 4,831,035 | | | | $ | 18,395,860 | | | | $ | — | | | | $ | 47,226,895 | | | | | | Without Cause/For Good Reason within 2 Years Following a Change in Control | | | | $ | 33,000,000 | | | | $ | 4,831,035 | | | | $ | 18,395,860 | | | | $ | 55,640 | | | | $ | 56,282,535 | | | | | | Death/Disability | | $ | 30,000,000 | | | $ | 211,481 | | | $ | 20,000 | | | $ | 30,231,481 | | | | $ | 6,000,000 | | | | $ | 4,831,035 | | | | $ | — | | | | $ | — | | | | $ | 10,831,035 | | Retirement | | $ | 12,500,000 | | | $ | 211,481 | | | $ | 20,000 | | | $ | 12,731,481 | | | Robert G. Goldstein | | | | | | | | | | | | | | | | | | | | | | Patrick Dumont | | | | | | | | | | | | | | | | | | | | | | Without Cause/For Good Reason | | $ | 4,500,000 | | | $ | — | | | $ | — | | | $ | 4,500,000 | | | | $ | 12,500,000 | | | | $ | 2,694,660 | | | | $ | 13,796,895 | | | | $ | — | | | | $ | 28,991,555 | | Change in Control | | $ | 13,500,000 | | | $ | 23,175,000 | | | $ | 40,000 | | | $ | 36,715,000 | | | | | | | Without Cause/For Good Reason within 2 Years Following a Change in Control | | | | $ | 20,000,000 | | | | $ | 2,694,660 | | | | $ | 13,796,895 | | | | $ | 55,640 | | | | $ | 36,547,195 | | | | | | Death/Disability | | $ | 9,000,000 | | | $ | — | | | $ | — | | | $ | 9,000,000 | | | | $ | 2,500,000 | | | | $ | 2,694,660 | | | | $ | — | | | | $ | — | | | | $ | 5,194,660 | | Patrick Dumont | | | | | | | | | | | | | | | | | | | | | | Randy Hyzak | | | | | | | | | | | | | | | | | | | | | | Without Cause/For Good Reason | | $ | 1,200,000 | | | $ | — | | | $ | 20,000 | | | $ | 1,220,000 | | | | $ | 2,700,000 | | | | $ | 808,393 | | | | $ | 4,598,965 | | | | $ | — | | | | $ | 8,107,358 | | Change in Control | | $ | 2,400,000 | | | $ | — | | | $ | — | | | $ | 2,400,000 | | | | | | | Without Cause/For Good Reason within 2 Years Following a Change in Control | | | | $ | 4,200,000 | | | | $ | 808,393 | | | | $ | 4,598,965 | | | | $ | 55,640 | | | | $ | 9,662,998 | | | | | | Death/Disability | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | $ | 1,200,000 | | | | $ | 808,393 | | | | $ | — | | | | $ | — | | | | $ | 2,008,393 | | | | | | D. Zachary Hudson | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Without Cause/For Good Reason | | $ | 980,000 | | | $ | — | | | $ | — | | | $ | 980,000 | | | | $ | 1,130,000 | | | | $ | — | | | | $ | 4,598,965 | | | | $ | — | | | | $ | 5,728,965 | | Change in Control | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | | | | Without Cause/For Good Reason within 2 Years Following a Change in Control | | | | $ | 1,130,000 | | | | $ | — | | | | $ | 4,598,965 | | | | $ | — | | | | $ | 5,728,965 | | | | | | Death/Disability | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | |
(1) | Reflects the value of accelerated vesting of restricted stock units, based on the closing price of our Common Stock on December 30, 2022, of $48.07 per share. |
(2) | Reflects the value of accelerated vesting of options equal to the excess of (a) the closing price of our Common Stock on December 31, 2020,30, 2022, of $59.60$48.07 per share over (b) the applicable exercise price of the options. Of the amounts shown in the table, options with a value of $211,481 for Mr. Adelson and options with a value of $4,635,000 for Mr. Goldstein vested during the period from January 1, 2021, through the date of this proxy statement. |
(2)(3) | Continued health benefits represents the estimated cost for providing such benefits the named executive officer would be entitled to under the remainder of the term. |
| | | | | | | |
| | LAS VEGAS SANDS CORP. • 2023 Proxy Statement | | 59 |
— 2022PAY-VERSUS-PERFORMANCE TABLE The following table provides information regarding compensationearned , compensationactually paid, totalshareholder return (“TSR”),net income from continuing operations and our most important financial measure used in determining compensation for the years indicated for our named executive officers: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | | | | | | | | | | | | | | SUMMARY COMPENSATION TABLE TOTAL FOR FIRST PEO | | SUMMARY COMPENSATION TABLE TOTAL FOR SECOND PEO | | COMPENSATION ACTUALLY PAID TO FIRST PEO | | COMPENSATION ACTUALLY PAID TO SECOND PEO | | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS | | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2022 | | | | N/A | | | | $ | 11,410,263 | | | | | N/A | | | | $ | 40,267,303 | | | | $ | 5,634,384 | | | | $ | 14,578,252 | | | | $ | 71 | | | | $ | 58 | | | | $ | 1,357 | | | | $ | 732 | | | | | | | | | | | | | 2021 | | | $ | 5,784,936 | | | | $ | 31,204,900 | | | | $ | 5,393,584 | | | | $ | 8,426,900 | | | | $ | 12,095,245 | | | | $ | 12,806,858 | | | | $ | 56 | | | | $ | 78 | | | | $ | (1,276 | ) | | | $ | 786 | | | | | | | | | | | | | 2020 | | | $ | 11,344,715 | | | | | N/A | | | | $ | 11,902,072 | | | | | N/A | | | | $ | 2,663,400 | | | | $ | 3,462,239 | | | | $ | 88 | | | | $ | 90 | | | | $ | (2,143 | ) | | | $ | (48) | |
(1) | Mr. Adelson passed away on January 11, 2021. Prior to the passing of Mr. Adelson, Mr. Goldstein was appointed as Acting Chairman and Acting Chief Executive Officer on January 7, 2021 PROXY STATEMENT | 67and, 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. Our PEOs andNon-PEO NEOs for the years shown in the table above were as follows: |
For 2022: Mr. Goldstein served as our PEO and Mr. Dumont, Mr. Hyzak and Mr. Hudson served as ourNon-PEO NEOs. For 2021: Mr. Adelson and Mr. Goldstein served as our PEOs and Mr. Dumont, Mr. Hyzak and Mr. Hudson served as ourNon-PEO NEOs. For 2020: Mr. Adelson served as our PEO and Mr. Goldstein, Mr. Dumont, and Mr. Hudson served as ourNon-PEO NEOs. (2) | Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends (if any) for the measurement period (determined in accordance with Item 402(v) of SEC RegulationS-K), assuming dividend reinvestment, and the difference between the Company’s Common Stock price at the end and the beginning of the measurement period by our Common Stock price at the beginning of the measurement period. |
(3) | For purposes of this disclosure, our peer group, the DJ U.S. Gambling Index, is the same peer group used for purposes of the performance graph included in the Company’s Annual Report on Form 10-K for each of the fiscal years ended December 31, 2022, 2021, and 2020. |
(4) | In 2022, the Company had a net loss from continuing operations of $1.54 billion, which excludes the net income from the Las Vegas operations as that is disclosed as a discontinued operation. The Las Vegas operations included a gain on the sale of $2.85 billion. |
| | | | | | | | | | LAS VEGAS SANDS 2023 Proxy Statement | | |
The following table provides the adjustments relating to equity awards made to the summary compensation table total to obtain the compensation actually paid for the years indicated for our named executive officers: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | SUMMARY COMPENSATION TABLE TOTAL | | | GRANT DATE FAIR VALUE OF EQUITY AWARDS INCLUDED IN SUMMARY COMPENSATION TABLE | | | (OUTSTANDING AND UNVESTED AS OF YEAR-END) | | | CHANGE IN FAIR VALUE AS OF YEAR-END OF EQUITY AWARDS GRANTED IN PRIOR YEARS (OUTSTANDING & UNVESTED AS OF YEAR-END) | | | CHANGE IN FAIR VALUE AS OF THE VESTING DATE OF EQUITY AWARDS THAT VESTED DURING THE APPLICABLE YEAR | | | COMPENSATION ACTUALLY PAID | | | | | | | | | | | | | | | | $ | 5,784,936 | | | $ | — | | | $ | — | | | $ | — | | | $ | (391,352) | | | $ | 5,393,584 | | | | | $ | 11,344,715 | | | $ | (1,000,000 | ) | | $ | 1,427,045 | | | $ | 10,259 | | | $ | 120,053 | | | $ | 11,902,072 | | | | | | | | | | | | | | | | $ | 11,410,263 | | | $ | — | | | $ | — | | | $ | 22,226,875 | | | $ | 6,630,165 | | | $ | 40,267,303 | | | | | $ | 31,204,900 | | | $ | (26,184,000 | ) | | $ | 28,126,000 | | | $ | (24,720,000) | | | $ | — | | | $ | 8,426,900 | | | | | | | | | | | | | | | | $ | 5,634,384 | | | $ | — | | | $ | — | | | $ | 6,150,062 | | | $ | 2,793,806 | | | $ | 14,578,252 | | | | | $ | 12,095,245 | | | $ | (9,799,978 | ) | | $ | 11,020,016 | | | $ | (282,213) | | | $ | (226,212) | | | $ | 12,806,858 | | | | | $ | 2,663,400 | | | $ | — | | | $ | — | | | $ | 1,048,565 | | | $ | (249,726) | | | $ | 3,462,239 | |
Note — the Company does not have any defined benefit or pension plan s. Additionally, the Company did not have any of the following adjustments per Item 402(v)(2)(C)(1) occur in the relevant fiscal periods: — | awards granted in prior years that were determine d to fail to meet the applicable vesting conditions during the covered fiscal year; and |
— | dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that were not otherwis e reflected in the fair value of such award or included in any other component of total compensation for the covered fiscal year. |
Theyear-end and vesting date fair values of the equity awards in the foregoing table are calculated in accordance with ASC Topic 718. The change in fair value is driven primarily by the change in our underlying stock price. Allother valuationassumptions used to calculate the fair values under the Black Scholes model did not materially differ from those disclosed at the time of the grant. As a significant amount of thevalues in the adjustments made to the summary compensation table total forequity awards for our Principal Executive Officer (“PEO”) and ournon-PEO named executive officers (“non-PEOs”) are required by the SEC to be based on our stock price as the last day of the fiscal year or the vesting date, the values could have been materially different if other dates were selected. Based on their current employment agreements, 84% and 77% of the PEO’s andnon-PEO’s annual compensation is considered“at-risk,” respectively. We believe this strikes an appropriate balance between holding our named executive officers accountable for the performance of the Company, aligning executive and shareholder interest, while providing a platform to retain strong executive leaders. It is important to highlight that theCOVID-19 Pandemic has had a significant multi-year impact on our operations and as a result our named executive officers did not receive any short-term or long-term performance-based incentives related to the 2020 and 2021 fiscal years, although they each received a long-term incentive award in connection with the signing of their employment agreements in 2021 (see “— Employment Agreements”). In 2021, our named executive officers were grantedone-time performance-based stock options tied to the 2022 fiscal year, for which the respective criteria was attained. Our named executive officers were also given aggressive financial, operational and strategic performance criteria in order to receive short- and long-term incentive awards for the 2022 year, of which the respective criteria were also met. Refer to the “Compensation Discussion and Analysis” section for greater detail on the short-term and long-term performance-based incentives and the accomplishments of meeting the predetermined criteria. | | | | | | | | | | LAS VEGAS SANDS 2023 Proxy Statement | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Base Salary | | | | | | | | | | | Short-Term Incentives - Annual Cash Bonus | | | | | | | | | | | Long-Term Incentives - Equity Awards - Annual RSU Grants | | | | | | | | | | | Long-Term Incentives - Equity Awards - One-Time Performance-Based Options Grants | | | | | | | | | | | Long-Term Incentives - Equity Awards - One-Time RSU Grants | | | | | | |
This following graph reflects (a) the relationship between our TSR and the TSR of our peer group over the last three years, including our TSR outperformance of the TSR of our peers over the last 12 months, during which the recovery of our business from the impacts of theCOVID-19 Pandemic began in earnest with there-opening of Singapore and the subsequent achievement of meaningful levels of visitation, as well as (b) the relationship between the compensation actually paid to our named executive officers and our TSR over the last three years. Due to the annual RSU opportunity comprising 52% and 39% of the annual compensation of our Chief Executive Officer and our other named executive officers, respectively, TSR is an appropriate metric against which to evaluate executive performance and compensation. We know from our regular and extensive discussions with key stockholders that this measurement is the one most frequently proposed by investors, for whom the vast majority are themselves measured by the absolute and relative TSR of the companies in which they invest, thereby providing strong alignment of executive leadership incentives. Our TSR materially improved relative to peers during 2022, reflecting important progress in a number of areas including the recovery of our Singapore operations, the successful positioning and investment in anticipation of a recovery in Macao and the successful award of a new ten-year gaming concession in Macao. | * | Represents Mr. Adelson as PEO for 2020, Mr. Adelson and Mr. Goldstein as PEOs for 2021 (using the sum of the compensation actually paid to both of them for 2021), and Mr. Goldstein as PEO for 2022. | |
| | | | | | | | | | LAS VEGAS SANDS 2023 Proxy Statement | | |
The following graph illustrates the relationship between the compensation actually paid to our named executive officers and our net income (loss) and consolidated adjusted property EBITDA in 2020, 2021 and 2022. It demonstrates that our consolidated adjusted property EBITDA stabilized in 2022, despite worsening operating conditions in our Macao business, and that net losses reducedin 2021 before turning to positive net income in 2022 as a result of gains realized on the sale of our Las Vegas operations and assets (see note below). We believe the increase in the compensation actually paid to our named executive officers in 2022 is justified as a result of successfully executing a significant recovery in our Singapore business and preparing our Macao business for imminent recovery. We also continue to execute our capital expenditure programs in Asia and completed the sale of our Las Vegas operations and assets to increase our liquidity. While the majority of these actions are not yet evident in consolidated adjusted property EBITDA or net income (loss), they are of considerable significance to our future growth. | CEO PAY RATIO* | Represents Mr. Adelson as PEO for 2020, Mr. Adelson and Mr. Goldstein as PEOs for 2021 (using the sum of the compensation actually paid to both of them for 2021), and Mr. Goldstein as PEO for 2022. | |
| † | In 2022, the Company had a net loss from continuing operations of $1.54 billion, which excludes the net income from the Las Vegas operations as that is disclosed as a discontinued operation. The Las Vegas operations included a gain on the sale of $2.85 billion. | |
| | | | | | | | | | LAS VEGAS SANDS 2023 Proxy Statement | | |
— MOST IMPORTANT PERFORMANCE MEASURES The following table lists the most important performance measures (“PM”) that we use to link executive compensation actually paid for our named executive officers during the year ended December 31, 2022 to the Company’s performance: | | | | | | | WHY MEASURE IS CONSIDERED IMPORTANT | | | Consolidated Adjusted Property EBITDA(1) | | This metric highlights our profitability, our effectiveness at cost control and the success of our capital allocation decisions as they relate to our mix of business and the resulting operating cash generation. We believe consolidated adjusted property EBITDA is the most relevant metric by which to measure market share in each of our key jurisdictions and is the single most important financial metric by which we measure the effectiveness of our named executive officers. | | | | | Maintaining a strong balance sheet and the availability of funds to fulfill our growth and capital investment ambitions is key to our short- and long-term growth. | | | | | ESG leadership is important to the Company and we also recognize the importance of ESG to all of our stakeholders, including stockholders. As such, we believe it is appropriate to ensure we continue to improve our ESG performance by tying elements of named executive officers compensation to measurable ESG goals. |
(1) | Refer to Annex A, which includes a reconciliation ofnon-GAAP consolidated adjusted property EBITDA to net loss from continuing operations. |
| | | | | | | | | | LAS VEGAS SANDS 2023 Proxy Statement | | |
CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our Team Members and the annual total compensation of Mr. Adelson,Goldstein, our Chief Executive Officer (our “CEO”) for 2020:2022: CEO Pay Ratio | | | | CEO Annual Total Compensation(1) | | $ | 11,344,715 | | | | | | CEO PAY RATIO | | | | | | | | CEO Annual Total Compensation* | | | $ | 11,410,263 | | | | | Median Employee Annual Total Compensation | | $ | 42,809 | | $ | 34,712 | | | | | CEO to Median Employee Pay Ratio | | | 265:1 | | | 329:1 | |
(1)* | The annual total compensation of our CEO, asAs reported in the 20202022 Summary Compensation Table under “Executive Compensation and Other Information.”included in this proxy statement. |
To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments and estimates that we used were as follows: • | | We determined, as of December 31, 2020,2022, our employee population consisted of 46,21035,774 individuals working at our parent company and consolidated subsidiaries, with 19%2% of these individuals located in the United States and 81%98% located outside of the United States. OfAll of these employees 44,780 individuals are full-time or part-time employees, with the remainder employed on a seasonal or temporary basis.employees. |
• | | We elected to exclude our seasonal or temporary employees who haven’t worked since July 1, 2020,2022, because they were not employees as of December 31, 2020.2022. |
• | | We determined 20202022 earnings based on the following elements: |
| —– | U.S. employees: Medicare wages reported on 20202022 Internal Revenue Service Form W-2, |
| —– | Singapore employees: 20202022 cash compensation reported to the Inland Revenue Authority of Singapore, |
| —– | the remaining employees: all cash compensation reported in the local payroll system, |
| —– | we used the exchange rate on December 31, 20202022 to convert each non-U.S. employee’s total compensation to U.S. dollars, and |
| —– | we annualized the base salary of all full-time and part-time employees who were hired in 2020,2022, but did not work for us or our consolidated subsidiaries for the entire fiscal year. We did not make a full-time equivalent adjustment for any part-time, seasonal or temporary employee. |
Using this methodology, we determined the “median employee” was a full-time employee located in Las Vegas, with wages and overtime pay for the twelve-month period ended December 31, 2020, in the amount of $32,601. With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for 2020 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $42,809.
• | | Using this methodology, we determined the “median employee” was a full-time employee located in Macao, with wages and overtime pay for the twelve-month period ended December 31, 2022 in the amount of $32,610. With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for 2022 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $34,712. |
Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use a variety of methodologies, apply certain exemptions and make assumptions, adjustments and estimates that reflect their compensation practices, the pay ratio we report above may not be comparable to the pay ratio reported by other companies. | | | | | | | |
| | LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT2023 Proxy Statement | 68 |
| DIRECTOR COMPENSATION |
DIRECTOR COMPENSATION The elements of annual non-employee director compensation for 20202022 were as follows: Annual Board Retainer | | $ | 150,000 | | Annual Restricted Stock or Restricted Stock Unit Grant(1) | | $ | 100,000 | | One-time Stock Option Grant for New Directors(2) | | $ | 100,000 | | Annual Cash Retainer - Audit Committee Chairperson | | $ | 25,000 | | Annual Cash Retainer - Audit Committee Members | | $ | 15,000 | | Annual Cash Retainer - Other Committee Chairpersons(3) | | $ | 15,000 | | Annual Cash Retainer - Other Committee Members(3) | | $ | 5,000 | | Board Meeting Attendance per Meeting(4) | | $ | 1,500 | | Board Committee Meeting Attendance per Meeting(4) | | $ | 1,000 | | Telephonic Board Meeting Attendance per Meeting(4) | | $ | 750 | | Telephonic Board Committee Meeting Attendance per Meeting(4) | | $ | 500 | |
| | | | | | | Annual Board Retainer | | $ | 150,000 | | | | Annual Restricted Stock or Restricted Stock Unit Grant(1) | | $ | 175,000 | | | | One-time Stock Option Grant for New Directors(2) | | $ | 100,000 | | | | Annual Cash Retainer — Audit Committee and Special Litigation Committee Chair | | $ | 25,000 | | | | Annual Cash Retainer — Audit Committee and Special Litigation Committee Members | | $ | 15,000 | | | | Annual Cash Retainer — Other Committee Chair(3) | | $ | 15,000 | | | | Annual Cash Retainer — Other Committee Members(3) | | $ | 5,000 | |
(1) | Each non-employee director may elect to receive either restricted stock or restricted stock units. In accordance with theour Amended and Restated 2004 Equity Award Plan, upon vesting of the restricted stock or restricted stock units, non-employee directors may not sell their stock while serving as a member of the Board. In 2020,2022, each non-employee director received 2,1895,806 shares of restricted stock. |
(2) | Value of the option grant is based on the Black-Scholes option valuation model. |
(3) | “Other committees denotecommittee” denotes the Compensation Committee, Nominating and Governance Committee, Compliance Committee and the ComplianceSpecial Litigation Committee. | (4) | Attendance fees reflect amount paid for each meeting attended. |
Non-employee directors may defer cash compensation payments into the Company’s our Non-Employee Director Deferred Compensation Plan. None of the non-employee directors has elected to defer any payments to date. Non-employee directors are also reimbursed for expenses incurred in connection with their service as directors, including travel expenses for meeting attendance. The goal of our director compensation program is to attract, motivate and retain directors capable of making significant contributions to the long term success of the Company and its stockholders. No changes to our director compensation program were made in 2020. In early 2021, the Compensation Committee asked AETHOS to provide advice on the elements of, and amounts payable under, our non-employee director compensation program, based on a comparison of our current director compensation program against the director compensation programs maintained by our peer group companies, as identified by AETHOS and described below. Based on these recommendations, the Board approved an increase for 2021 in the annual restricted stock or restricted stock unit grant provided to our non-employee directors from $100,000 to $175,000. In addition, the Board eliminated the payment of meeting attendance fees, due to their declining prevalence in the market.
In connection with the review of our non-employee director compensation program, the following peer group companies were identified by AETHOS, with the view that if the Company was required to fill an independent director position, the Company would seek to nominate or appoint the types of individuals who are independent directors of these companies. These companies are in comparable industries, compete for the same talent and investment dollars, and are of a similar size, complexity and scope, as the Company. For purposes of updating our annual non-employee director compensation program for 2021, the Compensation Committee generally compared the total compensation of each of our non-employee directors to the median total compensation of the non-employee directors of our peer companies.
LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT | 69 |
• | American Airlines Group Inc. | • | Hyatt Hotels Corporation | • | Starbucks Corporation | • | American Express Company | • | Loews Corporation | • | The Walt Disney Company | • | Caesars Entertainment, Inc. | • | Marriott International, Inc. | • | United Continental Holdings, Inc. | • | Carnival Corporation & plc | • | McDonald’s Corporation | • | ViacomCBS Inc. | • | The Coca-Cola Company | • | MGM Resorts International | • | Walgreens Boots Alliance, Inc. | • | Colgate-Palmolive Company | • | Nike, Inc. | • | Wynn Resorts, Limited | • | Delta Air Lines, Inc. | • | Penn National Gaming, Inc. | • | Yum! Brands, Inc. | • | General Mills, Inc. | • | PepsiCo, Inc. | | | • | Hilton Worldwide Holdings Inc. | • | Royal Caribbean Cruises Ltd. | | |
In addition, AETHOS provided comparison data for a smaller peer group that included the additional companies included in the Primary Peer Group being used in conjunction with the analyses and recommendations provided by Korn Ferry with respect to the appropriate level of compensation for our executive officers, as described above under “– The Committee’s Compensation Consultant.” Based on that additional data, AETHOS’s recommendations for changes to our 2021 non-employee director compensation program remained consistent with the changes described above.
— | 2020 DIRECTOR COMPENSATION TABLE |
— 2022 DIRECTOR COMPENSATION TABLE The following table describes the compensation arrangements with our non-employee directors for 2020:2022: | | Fees | | | Stock | | | Option | | | All Other | | | | | | | Earned | | | Awards(1) | | | Awards(2) | | | Compensation(3) | | | Total | | Name | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | Irwin Chafetz | | $ | 158,250 | | | $ | 100,000 | | | $ | — | | | $ | 4,889 | | | $ | 263,139 | | Micheline Chau | | $ | 184,250 | | | $ | 100,000 | | | $ | — | | | $ | 4,889 | | | $ | 289,139 | | Charles D. Forman(4) | | $ | 158,250 | | | $ | 100,000 | | | $ | — | | | $ | 4,889 | | | $ | 263,139 | | George Jamieson | | $ | 194,250 | | | $ | 100,000 | | | $ | — | | | $ | 4,889 | | | $ | 299,139 | | Charles A. Koppelman | | $ | 190,750 | | | $ | 100,000 | | | $ | — | | | $ | 4,889 | | | $ | 295,639 | | Lewis Kramer | | $ | 194,250 | | | $ | 100,000 | | | $ | — | | | $ | 4,889 | | | $ | 299,139 | | David F. Levi | | $ | 190,750 | | | $ | 100,000 | | | $ | — | | | $ | 4,889 | | | $ | 295,639 | | Xuan Yan(5) | | $ | 183,500 | | | $ | 100,000 | | | $ | — | | | $ | — | | | $ | 283,500 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | NAME | | FEES EARNED ($) | | | STOCK AWARDS(1) ($) | | | OPTION AWARDS(2) ($) | | | ALL OTHER COMPENSATION ($) | | | TOTAL ($) | | | | | | | | Irwin Chafetz | | $ | 150,000 | | | $ | 175,000 | | | $ | — | | | $ | — | | | $ | 325,000 | | | | | | | | Micheline Chau | | $ | 170,910 | | | $ | 175,000 | | | $ | — | | | $ | — | | | $ | 345,910 | | | | | | | | Charles D. Forman(3) | | $ | 150,000 | | | $ | 175,000 | | | $ | — | | | $ | — | | | $ | 325,000 | | | | | | | | George Jamieson(4) | | $ | 65,769 | | | $ | — | | | $ | — | | | $ | — | | | $ | 65,769 | | | | | | | | Nora M. Jordan | | $ | 176,374 | | | $ | 175,000 | | | $ | — | | | $ | — | | | $ | 351,374 | | | | | | | | Charles A. Koppelman(5) | | $ | 171,413 | | | $ | 175,000 | | | $ | — | | | $ | — | | | $ | 346,413 | | | | | | | | Lewis Kramer | | $ | 195,448 | | | $ | 175,000 | | | $ | — | | | $ | — | | | $ | 370,448 | | | | | | | | David F. Levi | | $ | 200,000 | | | $ | 175,000 | | | $ | — | | | $ | — | | | $ | 375,000 | | | | | | | | Yibing Mao+ | | $ | 155,448 | | | $ | 175,000 | | | $ | — | | | $ | — | | | $ | 330,448 | |
+ | Ms. Mao resigned from the Board effective as of February 22, 2023. |
(1) | The amounts in this column represent the fair value of the restricted shares issued, as determined pursuant to ASC Topic 718. The restricted stock vests on the earlier to occur of the first anniversary of the date of grant and the date of the Company’s annual meeting of stockholders in the calendar year following the date of grant, in each case, provided that the director is still serving on the Board on the vesting date. As of December 31, 2020,2022, Ms. Chau, and Messrs.Ms. Jordan, Ms. Mao, Mr. Chafetz, Mr. Forman, Jamieson, Koppelman,Mr. Kramer and Mr. Levi each held 2,1895,806 unvested shares of restricted stock that will vest on May 14, 2021.11, 2023. | | |
(2) | Assumptions used in the Black-Scholes calculation are disclosed in Note 18 to the consolidated financial statements for the year ended December 31, 2022, included in the Company’s 2022 Annual Report on Form 10-K.As of December 31, 2020,2022, Ms. Chau, Ms. Jordan and Messrs. Jamieson,Ms. Mao, and Mr. Kramer and Mr. Levi held options to acquire 6,215, 3,735,6,105, 7,363, 10,649 and 8,097 shares of our Common Stock, respectively, that vest (or have vested) in five equal installments on each of the first five anniversaries of the respective dates of grant. | | |
(3) | The amounts in this column are for accrued dividends received upon the vesting of restricted stock during 2020. | | | (4) | The amounts in the table exclude fees paid by Sands China Ltd.SCL to Mr. Forman in connection with his service as a member of the Board of Sands China Ltd.SCL. |
(4) | Mr. Jamieson retired from the Board in May 2022. |
(5) | Mr. Yan’s 2,189Koppelman passed away on November 25, 2022. The vesting date of Mr. Koppelman’s unvested shares of restricted stock and optionswas accelerated to acquire 11,363 shares of our Common Stock, were forfeited upon his resignation from the Board on December 31, 2020. His remaining 2,841 options were exercised on March 2, 2021.November 25, 2022. |
| | | | | | | | 66 | | LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT2023 Proxy Statement | 70 |
| EQUITY COMPENSATION PLAN INFORMATION |
EQUITY COMPENSATION PLAN INFORMATION The following table shows certain information with respect to our Amended and Restated 2004 Equity Award Plan as of December 31, 2020:2022: Plan Category | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($) (b) | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | | | | | | | | PLAN CATEGORY | | | NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS (A) | | WEIGHTED AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS ($) (B) | | NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (A)) (C) | | | | | | Equity compensation plans approved by security holders(1) | | | 8,937,266 | | | $ | 57.16 | | | | 8,998,486 | | | | 14,538,774 | | | $ | 48.09 | | | | 2,385,512 | | | | | | Equity compensation plans not approved by security holders | | | — | | | $ | — | | | | — | | | | — | | | $ | — | | | | — | | | | | | TOTAL | | | 8,937,266 | | | $ | 57.16 | | | | 8,998,486 | | | | 14,538,774 | | | $ | 48.09 | | | | 2,385,512 | |
(1) | Our 2004 Equity Award Plan was originally approved by our stockholders prior to our initial public offering, and an extension of the plan term through December 14, 2019, was approved by our stockholders at our 2014 annual meeting of stockholders. The Amended and Restated 2004 Equity Award Plan, which extended the plan term through December 14, 2024 and increased the number of shares of common stockCommon Stock available for grants by 10,000,000 shares, was approved by our stockholders at our 2019 annual meeting of stockholders. Pursuant to SEC guidance, unvested shares of restricted stock that were issued and outstanding on December 31, 20202022 are not included in the first or third column of this table. |
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| | LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT2023 Proxy Statement | 71 |
| AUDIT COMMITTEE REPORT |
AUDIT COMMITTEE REPORT The Audit Committee of the Board currently consists of Lewis Kramer (Chair), Micheline Chau George Jamieson and Nora M. Jordan. TheOur Board has determined that Mses.Ms. Chau, andMs. Jordan and Messrs.Mr. Kramer and Jamieson meet the current independence and experience requirements of the NYSE’s listing standards. In addition, theour Board has determined each of the members of the Audit Committee is financially literate and Mr. Kramer qualifiesand Ms. Chau each qualify as thean audit committee financial expert. The Audit Committee’s responsibilities are described in a written charter adopted by theour Board, which the Audit Committee reviews annually. The Audit Committee is responsible for providing independent, objective oversight of the Company’s financial reporting process. Among its various activities, the Audit Committee reviews: 1. | the adequacy of the Company’s internal controls and financial reporting process and the reliability of the Company’s financial statements; |
2. | the independence and performance of the Company’s independent registered public accounting firm and internal auditors; and |
3. | the Company’s compliance with legal and regulatory requirements. |
The Audit Committee meets regularly in open sessions with the Company’s management, independent registered public accounting firm and internal auditors to consider the adequacy of the Company’s internal controls and the objectivity of its financial reporting. In addition, the Audit Committee meets regularly in closed sessions with the Company’s management, independent registered public accounting firm and internal auditors to review the foregoing matters. The Audit Committee selects the Company’s independent registered public accounting firm, and periodically reviews their performance and independence from management. The Audit Committee reviewed and discussed the audited financial statements with management and Deloitte & Touche LLP, and management represented to the Audit Committee the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America. The discussions with Deloitte & Touche LLP also included the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Audit Committee has received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with Deloitte & Touche LLP its independence. Based on the Audit Committee’s review of the audited financial statements and the review and discussions described in the foregoing paragraphs, the Audit Committee recommended to the Board the audited financial statements for the fiscal year ended December 31, 2020,2022, be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020,2022, for filing with the Securities and Exchange Commission. Pursuant to its charter, the Audit Committee performs an annual self-assessment. For 2020,2022, the Audit Committee concluded, in all material respects, it had fulfilled its responsibilities and satisfied the requirements of its charter and applicable laws and regulations. Respectfully submitted, Lewis Kramer, Chair Micheline Chau George Jamieson
Nora M. Jordan The foregoing report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates such report by reference therein. | | | | | | | | 68 | | LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT2023 Proxy Statement | 72 |
| FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The following table sets forth fees paid or payable to Deloitte &Touche& Touche LLP, our independent registered public accounting firm, in 20192022 and 2020,2021, for audit and non-audit services as well as the percentage of these services approved by our Audit Committee: | | | | | | | | | % of Services | | | | | | | | | | Approved by Audit | | | | 2019 | | | | 2020 | | Committee | Audit Fees | | $ | 6,222,000 | | | $ | 6,180,000 | | 100% | Audit-Related Fees | | $ | 601,000 | | | $ | 755,000 | | 100% | Tax Fees | | $ | 619,000 | | | $ | 531,000 | | 100% | All Other Fees | | $ | 22,000 | | | $ | 22,000 | | 100% |
| | | | | | | | | | | | | | | | | | | 2022 | | | 2021 | | | % OF SERVICES APPROVED BY AUDIT COMMITTEE | | | | | | Audit Fees | | $ | 5,627,000 | | | $ | 6,140,000 | | | | 100% | | | | | | Audit-Related Fees | | $ | 1,242,000 | | | $ | 1,190,000 | | | | 100% | | | | | | Tax Fees | | $ | 617,000 | | | $ | 409,000 | | | | 100% | | | | | | All Other Fees | | $ | 14,000 | | | $ | 22,000 | | | | 100% | |
The category of “Audit Fees” includes fees for our annual audit and quarterly reviews, as well as additional audit-related accounting consultations and required statutory audits of certain of our subsidiaries. The category of “Audit-Related Fees” includes fees for services related to the sale of our Las Vegas operations and assets, SCL notes issuance and related SEC filings in 20202022 and the LVSC notes issuance and related SEC filings in 2019,2021, issuance of consents associated with SEC filings consultations related to SEC comment letters and services related to the Las Vegas Sands Corp. 401(k) Retirement Plan (the “Plan”) for 20192022 and 2020. 2021. Fees of $500,000 and $425,000 for services in 2022 and 2021, respectively, related to the sale of our Las Vegas real property and operations were reimbursed by VICI Properties L.P. During 20192022 and 2020,2021, $35,000 in fees related to the audit of the planPlan were paid directly by the plan. Plan. The category of “Tax Fees” includes tax consultation and planning fees and tax compliance services. The category of “All Other Fees” includes fees for accounting training programs. — | PRE-APPROVAL POLICIES AND PROCEDURES |
— PRE-APPROVAL POLICIES AND PROCEDURES Our Audit Committee Charter contains policies related to pre-approval of services provided by the independent registered public accounting firm. The Audit Committee, or one of its members if such authority is delegated by the Audit Committee, has the sole authority to review in advance, and grant any appropriate pre-approvals, of (a) all auditing services provided by the independent registered public accounting firm and (b) all non-audit services to be provided by the independent registered public accounting firm as permitted by Section 10A of the Exchange Act and, in connection therewith, to approve all fees and other terms of engagement. The Audit Committee has adopted the following process regarding the engagement of the Company’s independent registered public accounting firm to perform services for the Company. For audit services related to the audit of the consolidated financial statements of the Company, the independent registered public accounting firm will provide the Audit Committee with an engagement letter each year prior to or contemporaneously with commencement of the audit services outlining the scope of the audit services proposed to be performed during the fiscal year. If the services are agreed to by the Audit Committee, the engagement letter will be formally accepted. The Audit Committee also approves statutory audit services for our foreign subsidiaries. For tax services, management will provide the Audit Committee with a separate scope of the tax services proposed to be performed during the fiscal year. If the scope of the tax services is agreed to by the Audit Committee, engagement letters or statements of work will be executed.executed as necessary when the services are performed. All other non-audit services will require pre-approval from the Audit Committee on a case-by-case basis. If the pre-approval authority is delegated to a member, the pre-approval must be presented to the Audit Committee at its next scheduled meeting. | | | | | | | |
| | LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT2023 Proxy Statement | 73 |
| CERTAIN TRANSACTIONS |
CERTAIN TRANSACTIONS Set forth below is a description of certain transactions with our executive officers and directors. Under its charter, the Audit Committee approves all related party transactions required to be disclosed in our public filings. For more information about our policies with respect to transactions with related parties, see “Corporate Governance — Related Party Transactions.” — | SUPPORT SERVICES AGREEMENT |
— SUPPORT SERVICES AGREEMENT Pursuant to a support services agreement among Las Vegas Sands Corp. and Interface Operations, LLC, an entity controlled by members of the Adelson family (“Interface Operations”), the parties have agreed to provide to one another, certain services, including accounting, finance, procurement, risk management, development, legal, operational, management, facilities, government relations, information technology support, security services and such other general administrative services that a party may request from time to time of the other. Under this agreement, the CompanyLas Vegas Sands Corp. charged Interface Operations $0.4$2.2 million for services provided by Company personnel during 2020.2022. — | REGISTRATION RIGHTS AGREEMENT |
— REGISTRATION RIGHTS AGREEMENT Messrs.Mr. Sheldon G. Adelson (our former chairman and Chief Executive Officer), Mr. Forman and Mr. Goldstein and certain other stockholders and employees, former employees and certain trusts they established have entered into a registration rights agreement with us relating to the shares of Common Stock they hold. Subject to several exceptions, including our right to defer a demand registration under certain circumstances, the Adelson Holders, as defined in the agreement, may require that we register for public resale under the Securities Act all shares of Common Stock they request be registered at any time, subject to certain conditions. The Adelson Holders may demand registrations so long as the securities being registered in each registration statement are reasonably expected to produce aggregate proceeds of $20 million or more. Since we became eligible to register the sale of our securities on Form S-3 under the Securities Act, the Adelson Holders have the right to require us to register the sale of the Common Stock held by them on Form S-3, subject to offering size and other restrictions.
The other stockholders that are party to this agreement were granted piggyback registration rights on any registration for the account of the Adelson Holders, subject to cutbacks if the registration requested by the Adelson Holders is in the form of a firm commitment underwritten offering and if the underwriters of the offering determine the number of securities to be offered would jeopardize the success of the offering. In addition, the stockholders and employees that are party to this agreement and the trusts have been granted piggyback rights on any registration for our account or the account of another stockholder, subject to cutbacks if the underwriters in an underwritten offering determine the number of securities offered in a piggyback registration would jeopardize the success of the offering. On November 14, 2008, the CompanyLas Vegas Sands Corp. entered into a second amended and restated registration rights agreement with Dr. Miriam Adelson (Mr. Adelson’s spouse) and certain other stockholders. — | TRANSACTIONS RELATING TO AIRCRAFT |
— TRANSACTIONS RELATING TO AIRCRAFT Aviation and Related Personnel Sands Aviation, LLC (“Sands Aviation”), a wholly owned subsidiary of the Company,Las Vegas Sands Corp., is engaged primarily in the business of providing aviation personnel, including pilots, aircraft mechanics and flight attendants, and administrative personnel, to the Company and to Interface Operations. Sands Aviation charges a fee to each of the CompanyLas Vegas Sands Corp. and Interface Operations for their respective use of these personnel. The fees charged by Sands Aviation are based upon its actual costs of employing or retaining these personnel, which are then allocated between the CompanyLas Vegas Sands Corp. and Interface Operations. The LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT | 74 |
method of allocating these costs varies depending upon the nature of the service provided. For example, pilot services are allocated based upon the actual time spent operating aircraft for the CompanyLas Vegas Sands Corp. and for Interface Operations, respectively.Therespectively. The services of Sands Aviation’s aircraft mechanics are allocated based on the number and manufacturer of aircraft serviced and administrative personnel are allocated based upon the number of aircraft maintained by the CompanyLas Vegas Sands Corp. and Interface Operations, respectively. In addition, hangar lease and other operating costs are allocated based upon various factors, including the number and base location of aircraft maintained by the CompanyLas Vegas Sands Corp. and Interface Operations, respectively. During 2020,2022, Sands Aviation charged Interface Operations approximately $16.4$14.2 million for its use of Sands Aviation’s aviation and related personnel, operating costs and other overhead costs. | | | | | | | | 70 | | LAS VEGAS SANDS 2023 Proxy Statement | |
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CERTAIN TRANSACTIONS Time Sharing Agreements The CompanyLas Vegas Sands Corp. and its subsidiaries use aircraft owned by companies controlled by the Adelson family for business purposes, including flying patrons to our properties. The Company believesWe believe its use of these aircraft provides the Company with a significant competitive advantage in attracting patrons to the Company’sour properties and similar aircraft with comparable amenities are not generally available for charter. The Company believes the amounts paid to companies controlled by the Adelson family for the use of the aircraft are less than the Company would be required to pay to a third party provider, if comparable aircraft were available, and also believes the amounts paid pursuant to the agreements relating to the use of the aircraft described below do not provide for profits or a return on investment to the companies controlled by the Adelson family.
The CompanyAccordingly, Las Vegas Sands Corp. has entered into several aircraft time sharing agreements and aircraft cost sharing agreements with Interface Operations. Under the agreements, the party using an aircraft pays fees of up to (i) twice the cost of the fuel, oil and other additives used, (ii) all fees, including fees for landing, parking, hangar, tie-down, handling, customs, use of airways and permission for overflight, (iii) all expenses for catering and in-flight entertainment materials, (iv) all expenses for flight planning and weather contract services, (v) all travel expenses for pilots, flight attendants and other flight support personnel, including food, lodging and ground transportation and (vi) all communications charges, including in-flight telephone. Under the agreements, the CompanyLas Vegas Sands Corp. charged Interface Operations approximately $1.7$4.3 million in respect of Interface Operations’ 20202022 use of the Company’sour aircraft, and Interface Operations charged the CompanyLas Vegas Sands Corp. approximately $1.1$3.9 million in respect of the Company’s 2020our 2022 use of Interface Operations’ aircraft.
In addition, the CompanyLas Vegas Sands Corp. has entered into an aircraft cost allocation agreement with Interface Operations Bermuda Ltd. (“Interface Bermuda”), a wholly owned subsidiary of Interface Operations, providing the Company access to a Boeing 747 aircraft and an Airbus A-340 aircraft. Under the agreement, the CompanyLas Vegas Sands Corp. has agreed to pay Interface Bermuda fees of up to (i) a pro ratapro-rata share of all fixed costs, such as hangar, insurance, pilot salaries and training, maintenance, subscription services, support personnel and other similar items (exclusive of tax depreciation), (ii) actual costs of fuel, oil and other additives used, (iii) all fees, including fees for landing, parking, hangar, tie-down, handling, customs, use of airways and permission for overflight, (iv) all expenses for catering and in-flight entertainment materials, (v) all expenses for flight planning and weather contract services, (vi) all travel expenses for pilots, flight attendants and other flight support personnel, including food, lodging and ground transportation and (vii) all communications charges, including in-flight telephone. In 2020,2022, no charges were incurred by the CompanyLas Vegas Sands Corp. for the Boeing 747.747 and Interface Bermuda charged the Company approximately $0.4$0.2 million in respectfor the Airbus A-340 aircraft. We believe the amounts paid to companies controlled by the Adelson family for the use of the Company’s 2020aircraft are less than what we would be required to pay to a third party provider, if comparable aircraft were available, and also believe the amounts paid pursuant to the agreements relating to the use of Interface Bermuda’s Airbus 340 aircraft. the aircraft described above do not provide for profits or a return on investment to the companies controlled by the Adelson family. Aircraft Maintenance Master Services Agreement Sands Aviation and Citadel Completions LLC (“Citadel”), an entity owned by a trust for the benefit of certain members of the Adelson family, have entered into an aircraft maintenance master services agreement under which Citadel may perform aircraft refurbishment and maintenance services on aircraft managed by Sands Aviation. During 2020,2022, Citadel charged Sands Aviation approximately $0.5$2.4 million for services provided by Citadel under this agreement. LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT | 75 |
— | TRANSACTIONS RELATING TO LUXURY PASSENGER SHIP |
Marina Bay Sands, a wholly owned subsidiary of the Company, has entered into agreements with Sira Company Ltd., a company ultimately owned by a trust for the benefit of certain members of the Adelson family and other related parties. Under these agreements, Marina Bay Sands was entitled to use a luxury passenger ship owned by Sira Company Ltd. during certain periods of the year and agreed to reimburse the actual operating expenses associated with its use of the luxury passenger ship. Sira Company Ltd. charged Marina Bay Sands approximately $3.1 million in respect of Marina Bay Sands’ 2020 use of the luxury passenger ship.
— OTHER TRANSACTIONS We have employed Dr. Miriam Adelson since February 2021 as Co-Founder and Special Advisor to the wife of Mr. Adelson,Company, and from August 1990 to February 2021 as the Director of Community Involvement since August 1990 where, inInvolvement. In conjunction with our Government Relations Department, sheDr. Adelson oversees and facilitates our partnerships with key community groups and other charitable organizations. We paid her approximately $0.1 million during 2020.2022. Mr. Adelson and his familyDuring 2022, Las Vegas Sands Corp. made payments of $0.5 million to the Company during 2020 for lodging, banquet, transportation, food and beverage services and personal protection equipment.
Mr. Goldstein made payments of $15,000 to the Company during 2020 for lodging, transportation and food and beverage services.
Mr. Dumont and his family made payments of $19,000 to the Company during 2020 for lodging, transportation and food and beverage services.
During 2020, the Company made payments of $2.2$0.9 million for food and beverage services, newspaper subscriptions, and security support from entities in which Mr.the Adelson and his family have an ownership interest.
Las Vegas Sands Corp. provided security services to Dr. Adelson and her family amounting to $2.6 million during 2022. These security measures were provided for the benefit of the Company and based on the advice of an independent security consultant. — | PROPERTY AND CASUALTY INSURANCE | | | | | | |
| | LAS VEGAS SANDS 2023 Proxy Statement | | 71 |
— PROPERTY AND CASUALTY INSURANCE With the exception of aviation-related coverages, the Company and entities controlled by Mr.the Adelson family that are not subsidiaries of the CompanyLas Vegas Sands Corp. (the “Stockholder Controlled Entities”) purchase property and casualty insurance separately. The Company and the Stockholder Controlled Entities bid for and purchase aviation-related coverages together. The CompanyLas Vegas Sands Corp. and the Stockholder Controlled Entities are separately invoiced for, and pay for, aviation-related insurance and allocate the aviation insurance costs not related to particular aircraft among themselves in accordance with the other allocations of aviation costs discussed above. | | | | | | | | 72 | | LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT | 76 |
| PROPOSAL NO. 12023 Proxy Statement
ELECTION OF DIRECTORS
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PROPOSAL NO. 1 ELECTION OF DIRECTORS Stockholders will vote to elect teneight directors to hold office for a one-year term. TheOur Board has recommended Mses.Mr. Robert G. Goldstein, Mr. Patrick Dumont, Mr. Irwin Chafetz, Ms. Micheline Chau, andMr. Charles D. Forman, Ms. Nora M. Jordan, and Messrs. Irwin Chafetz, Patrick Dumont, Charles D. Forman, Robert G. Goldstein, George Jamieson, Charles A. Koppelman,Mr. Lewis Kramer and Mr. David F. Levi for election as directors to serve until the 20222024 Annual Meeting and until their successors are duly elected and qualified or their earlier resignation, disqualification, death or removal. If any of the nominees should be unavailable to serve as a director, which is not presently anticipated, it is the intention of the persons named in the proxies to select and cast their votes for the election of such other person or persons as theour Board may designate. Information regarding the director nominees is set forth above under the heading “Board.“Board of Directors Nominees.” Required Vote The affirmative vote of a plurality of the votes cast at the annual meeting is required to elect the nominees for directors. Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR” the election of the directors. | | |
| | THE BOARD RECOMMENDS STOCKHOLDERS VOTE FOR “FOR” THE ELECTION OF ITS TENEIGHT DIRECTOR NOMINEES |
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| | LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT | 77 |
| PROPOSAL NO. 22023 Proxy Statement
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee of the Board of the Company has appointed Deloitte &Touche& Touche LLP as our independent registered public accounting firm to audit the consolidated financial statements of the Company during the year ending December 31, 2021,2023, and our stockholders are being asked to ratify this appointment as a matter of good corporate governance. If the appointment is not ratified, the Audit Committee will consider whether it is appropriate to appoint another independent registered public accounting firm. A representative of Deloitte & Touche LLP will be present at the stockholders’ meeting with the opportunity to make a statement if they desire to do so and to respond to appropriate questions. Required Vote The affirmative vote of a majority of the shares of Common Stock present in person (virtually) or by proxy at the annual meeting and entitled to vote thereon is required to ratify this appointment. A representative of Deloitte &Touche LLP will be present at the stockholders’ meeting with the opportunity to make a statement if he or she desires to do so and to respond to appropriate questions.
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| | THE BOARD RECOMMENDS A VOTE FOR “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 20212023 |
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| PROPOSAL NO. 3
AN ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION
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PROPOSAL NO. 3 AN ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and pursuant to Section 14A of the Exchange Act, our stockholders are being provided with an advisory (non-binding) vote on executive compensation. Although the vote is advisory and is not binding on theour Board, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions. We refer to this non-binding advisory vote as the “say-on-pay”“say-on-pay” vote. The “say-on-pay”“say-on-pay” vote is required to be offered to our stockholders at least once every three years. In 2017, our stockholders recommended we provide them with the opportunity to provide their “say-on-pay”“say-on-pay” vote each year, and our Board has accepted that recommendation. This year, in accordance with SEC rules, we are seeking an advisory vote from our stockholders on how frequently we should hold the “say-on-pay” vote as further described in Proposal No. 4. TheOur Board is committed to corporate governance best practices and recognizes the significant interest of stockholders in executive compensation matters. As discussed in the Compensation Discussion and Analysis, the Compensation Committee believes our current executive compensation program directly links executive compensation to our performance and aligns the interests of our executive officers with those of our stockholders. In addition, our compensation philosophy places more emphasis on variable elements of compensation (such as annual cash bonuses and equity-based compensation) than fixed remuneration. For example, a significant portion of our executive compensation is based on the Company’s achievement of predetermined performance-based financial targets. Our executives also receive equity incentive awards to better link their compensation to the Company’s performance.
We encourage you to read our Compensation Discussion and Analysis contained in this proxy statement for a more detailed discussion of our compensation policies and procedures. Our stockholders have the opportunity to vote for, against or abstain from voting on the following resolution: “Resolved, that the stockholders approve the compensation of the named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC (which includes the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this proxy statement).” Required Vote The affirmative vote of a majority of the shares of Common Stock present in person (virtually) or by proxy at the annual meeting and entitled to vote thereon is required to approve this resolution. The above-referenced disclosures appear at pages 30-6728-58 of this proxy statement. | | |
| | THE BOARD RECOMMENDS A VOTE FOR “FOR” APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC (WHICH INCLUDES THE COMPENSATION DISCUSSION AND ANALYSIS, THE COMPENSATION TABLES AND ANY RELATED MATERIAL DISCLOSED IN THIS PROXY STATEMENT) |
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| | LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT2023 Proxy Statement | 79 |
PROPOSAL NO. 4 AN ADVISORY (NON-BINDING) VOTE ON HOW FREQUENTLY STOCKHOLDERS SHOULD VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS As required by the Dodd-Frank Act, our stockholders are being provided with an advisory (non-binding) vote on how frequently our stockholders should have an advisory (non-binding) vote on the compensation of our named executive officers. Although the vote is advisory and is not binding on our Board, the Compensation Committee will take into account the outcome of the vote when considering how frequently to hold say-on-pay votes. We refer to this non-binding advisory vote as the “say-on-frequency” vote. You may choose from the following alternatives: every year, every two years, every three years or you may abstain. The say-on-frequency vote must be offered to our stockholders at least once every six calendar years and was last voted upon in June 2017. Our Board believes that having an annual say-on-pay vote to approve the compensation of our executive officers in satisfaction of U.S. disclosure rules is appropriate. Moreover, our Board believes that more frequent say-on-pay votes will permit our Board to receive current feedback on a timely basis from our stockholders regarding our compensation program for our named executive officers, which will enable us to implement more quickly any modifications that our Board determines to be appropriate. Required Vote The alternative among one year, two years or three years that receives the highest number of votes from the shares of Common Stock present in person (virtually) or by proxy at the annual meeting and entitled to vote thereon will be deemed to be the frequency preferred by our stockholders.
| PROXY STATEMENT | THE BOARD RECOMMENDS A VOTE FOR A FREQUENCY OF “ONE YEAR” AS THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS |
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PROPOSAL NO. 5 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 A shareholder has informed the Company that the shareholder intends to present the non-binding proposal set forth below at the annual meeting. If the shareholder (or the shareholder’s qualified representative) is present at the annual meeting and properly submits the proposal for a vote, then the shareholder proposal will be voted upon at the annual meeting. In accordance with federal securities laws, the shareholder proposal and supporting statement are presented below as submitted by the shareholder and are quoted verbatim. The Company disclaims all responsibility for the content of the proposal and the supporting statement, including other sources referenced in the supporting statement. The Company will promptly provide to any shareholder the name, address and number of the Company’s voting securities held by the person submitting this proposal upon receiving a written request made to the Company’s Investor Relations department by writing Investor Relations, Las Vegas Sands Corp., 5500 Haven Street, Las Vegas, Nevada 89119. Board Recommendation The Board of Directors unanimously recommends that shareholders vote AGAINST the adoption of this proposal. Required Vote A simple majority of votes cast at the annual meeting is required to approve the shareholder proposal described in this Proposal No. 5. Abstentions and broker non-votes will not have any effect on the outcome of this proposal because neither an abstention nor a broker non-vote represents a vote cast. Proposal No. 5 Board Matrix Proposal RESOLVED: Shareholders of Las Vegas Sands Corporation (“Company”) request that its Board of Directors (the “Board”) disclose in its annual proxy statement each director/nominee’s self-identified gender and race/ethnicity, as well as the skills and attributes that are most relevant in light of the Company’s overall business, long-term strategy, and risks. The requested information shall be presented in matrix format and shall not include any attributes the Board identifies as minimum qualifications for all director candidates (the “Board Matrix”). SUPPORTING STATEMENT Investors believe that a diverse board — in terms of relevant skills, gender, and race/ethnicity — is an indicator of a well-functioning board. Among other benefits, diverse boards can better manage risk by avoiding groupthink. Las Vegas Sands’ Board sets the tone from the top, and the disclosure of a Board Matrix would signal to your employees, customers, suppliers, and investors that the directors themselves value diversity and inclusion in the boardroom. Many institutional investors prioritize board diversity in their proxy voting guidelines and engagement initiatives. Significant time and resources must be spent by investors to ascertain director information from ambiguous, and aggregate company disclosures or they must rely on data providers, which also draws from the same, imprecise sources. Even when photographs | | | | | | | |
| | LAS VEGAS SANDS 2023 Proxy Statement | | 77 |
are provided, investors and data providers may be unable to appropriately determine the race or ethnicity of directors. As a result, it can be unnecessarily challenging for investors to fulfill their fiduciary duties and vote according to their own proxy voting guidelines. Moreover, in its 2022 proxy statement, Las Vegas Sands provides no particularized data with respect to how its directors’ individual qualifications fit together to effectively fulfill the Board’s oversight responsibilities. Nor is each director’s self-identified race/ethnicity explicitly disclosed. A Board Matrix would enable investors to make better informed proxy voting decisions by providing them with consistent, comparable and accurate data concerning the Company’s directors in a structured and decision-useful format. Such information would enable investors to: (1) assess how well-suited individual director nominees are for the Company in light of its long-term business strategy and risks, including the overall mix of director attributes and skills; (2) identify any gaps in skills or attributes; and (3) make meaningful, year over-year comparisons of the Board’s composition; and (4) ascertain the self-identified gender, race/ethnicity, skills and attributes of any particular director who has assumed leadership roles on the board/committees, as well as his/her/their tenure. The proposal neither prevents nor discourages the Company from disclosing any other data or information that the Board believes is relevant. Other leading companies, such as Goldman Sachs, Intel, 3M and Host Hotels & Resorts have published a Board Matrix with individualized director data in a decision-useful format. These matrices use EEO-I categories for disclosing the diversity of individual directors, which allows for consistent and comparable data. We urge shareholders to vote FOR this proposal. | | |
| | THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “AGAINST” THIS SHAREHOLDER PROPOSAL. THE BOARD BELIEVES THAT THIS PROPOSAL IS NOT IN THE BEST INTERESTS OF THE COMPANY OR ITS SHAREHOLDERS. SEE BOARD OF DIRECTORS’ RESPONSE TO SHAREHOLDER PROPOSAL NO.5 ON PAGE 79 |
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BOARD OF DIRECTORS RESPONSE TO PROPOSAL NO. 5 The Board unanimously recommends a vote AGAINST the foregoing proposal for the following reasons: The Board agrees that a diversity of skills and attributes is a key quality of a well-functioning Board and ensures appropriate Board oversight. The Board also believes that it is important for our shareholders to have insight into the diversity of our Board, and accordingly, the Company has provided detailed information regarding the Board’s skills, age, tenure, and gender and racial/ethnic diversity for the last five years. The Company has disclosed the aggregate gender diversity of our Board since 2019 in its annual Environmental, Social and Governance (ESG) Report. Since 2021, the Company has also disclosed the aggregate racial/ethnic diversity of our Board in our annual ESG Report. This year, based on discussions with shareholders, the Company is including both the aggregate gender diversity and aggregate racial/ethnic information in this proxy statement as well as in the ESG Report. Our proxy statement has also included disclosure of the Board’s average age and average Board tenure since 2019, and a matrix of certain skills of the Board relevant to the Company and its business since 2020. The Board considers diversity of experiences and backgrounds to be important considerations in identifying and assessing Board candidates, and accordingly adopted a policy in 2022 to provide that the Board’s Nominating and Governance Committee will take reasonable steps to include diverse candidates in the pool of nominees when conducting searches for new directors, and any search firm engaged by the Nominating and Governance Committee will affirmatively be instructed to seek to include diverse candidates. The Board’s commitment to diversity is clearly evident in its actions and in its composition. However, the Board believes that requiring an individual director or director candidate to specifically self-identify their race/ ethnicity and gender—or disclose that an individual director has declined to specifically self-identify this information—is inconsistent with their right to privacy. The Board additionally believes that implementing a requirement for self-identification on these factors could be detrimental to its ability to attract and retain the most qualified and diverse directors for the Company. Moreover, the Board believes the imposition of a prescriptive matrix on a director-by-director basis can promote a check-the-box approach to refreshment, thus increasing the risk of bypassing a well-qualified candidate. Our Board acts as a collective body, representing the interests of all shareholders. While individual directors leverage their experience and knowledge, Board decisions and perspectives reflect the collective wisdom and experience of the group. The breadth of our disclosures, including the enhancements mentioned above, emphasizes the collective strength of our Board and meaningfully addresses the proposal. For the above reasons, the Board unanimously recommends a vote AGAINST this proposal. The Board of Directors believes that shareholder Proposal No. 5 is not in shareholders’ best interests and therefore the Board of Directors unanimously recommends that you vote AGAINST Proposal No. 5. | | |
| | THE BOARD RECOMMENDS RECOMMENDS THAT SHAREHOLDERS VOTE “AGAINST” PROPOSAL NO.5 |
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PROXY STATEMENT — PROXY AND VOTING INFORMATION Our Board of Directors (the “Board”) has provided you with these proxy materials in connection with its solicitation of proxies to be voted at the annual meeting of stockholders.meeting. We will hold the annual meeting online on Thursday, May 13, 2021,11, 2023, at 11:00 a.m. Pacific time. Please note throughout these proxy materials we may refer to Las Vegas Sands Corp. as “the Company,” “LVSC,” “we,” “us,” or “our.” We are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record and beneficial owners, unless they have directed us to provide the materials in a different manner. The Notice provides instructions on how to access and review all of the important information contained in this Proxy Statement, as well as how to submit a proxy by telephone or over the Internet. If you receive the Notice and would still like to receive a printed copy of our proxy materials, instructions for requesting these materials are included in the Notice. The Company plans to mail the Notice to stockholders by March 31, 2021.2023. The Company will continue to mail a printed copy of this Proxy Statement and form of proxy to certain stockholders, and it expects mailing to begin on or about March 31, 2021. 2023. Attending the Virtual Annual Meeting as a Stockholder of Record If you were a stockholder of record at the close of business on March 15, 2021,13, 2023, you can attend the annual meeting by accessing https://web.lumiagm.com/282745561 and entering the 11-digit control number on the proxy card or Notice of Availability of Proxy Materials you previously received and the meeting password, sands2021. sands2023. Registering to Attend the Virtual Annual Meeting as a Beneficial Owner If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instruction form with the proxy materials for the annual meeting from that organization rather than directly from us. Simply complete and mail the voting instruction form to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your voting instruction form. To vote at the virtual annual meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the annual meeting. Follow the instructions from your broker or bank included with the proxy materials, or contact your broker or bank to request a legal proxy form. To register to attend the annual meeting, after obtaining a valid legal proxy from your broker, bank or other agent, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to American Stock Transfer & Trust Company, LLC. Requests for registration should be directed to proxy@astfinancial.com or to facsimile number 718-765-8730. Written requests can be mailed to: American Stock Transfer & Trust Company LLC Attn: Proxy Tabulation Department 6201 15th Avenue Brooklyn, NY 11219 Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 3, 2021. 2, 2023. You will receive a confirmation of your registration by email after we receive your registration materials. You may attend the annual meeting and vote your shares at https://web.lumiagm.com/282745561 during the meeting.Themeeting. The password for the annual meeting is sands2021.sands2023. Follow the instructions provided to vote. We encourage you to access the annual meeting starting one hour prior to the start time, leaving ample time for the check in. | | | | | | | | 80 | | LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT2023 Proxy Statement | 80 |
PROXY STATEMENT Asking Questions Stockholders who attend the virtual annual meeting by following the instructions above will have an opportunity to submit questions electronically during the question and answer period after the conclusion of the formal business of the meeting. Each stockholder may submit one question and one follow-up question, and questions from multiple stockholders on the same topic or that are otherwise related may be grouped, summarized and answered together. We do not post stockholder questions or responses on our website. Voting Shares If you have not already voted your shares in advance, or if you wish to change your vote, you will be able to vote your shares electronically during the virtual annual meeting by clicking on the link on the meeting website. Whether or not you plan to attend the virtual annual meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the proxy materials for the annual meeting. Technical Difficulties The annual stockholder meeting site will be active one hour prior to the start of the meeting and stockholders are encouraged to log in to the meeting early. Only stockholders who have an 11-digit control number may attend the annual meeting and vote during the annual meeting. Stockholders experiencing technical difficulties accessing the meeting may visit https://go.lumiglobal.com/faq for assistance. Who Can Vote Only stockholders of record of the Company’s common stock, $0.001 par value per share (the “Common Stock”),Common Stock, as of March 15, 2021,13, 2023, will be entitled to vote at the annual meeting or any adjournment or postponement thereof. How Many Shares Can Be Voted The authorized capital stock of the Company presently consists of 1,000,000,000 shares of Common Stock. At the close of business on March 15, 2021, 763,864,64813, 2023, 764,271,386 shares of Common Stock were outstanding and entitled to vote. Each stockholder is entitled to one vote for each share held of record on that date on all matters that may come before the annual meeting. There is no cumulative voting in the election of directors. How You Can Vote You may attend the virtual annual meeting and vote your shares. You may also grant your proxy to vote by telephone or through the Internet by following the instructions included on the Notice, or by returning a signed, dated and marked proxy card if you received a paper copy of the proxy card. The presence of the holders of at least a majority of the total number of outstanding shares of the Common Stock is necessary to constitute a quorum at the annual meeting. If you are the beneficial owner of shares held in “street name” by a broker, your broker, as the record holder of the shares, must vote those shares in accordance with your instructions. In accordance with the rules of the New York Stock Exchange (the “NYSE”), a brokerage firm may give a proxy to vote its customers’ stock without customer instructions if the brokerage firm (i) transmitted proxy materials to the beneficial owner of the stock, (ii) did not receive voting instructions by the date specified in the statement accompanying the proxy materials, and (iii) has no knowledge of any contest with respect to the actions to be taken at the stockholders’annual meeting and such actions are adequately disclosed to stockholders. In addition, under current NYSE rules, brokerage firms may not vote their customers’ stock without instructions from the customer if the vote concerns the election of directors, a matter relating to executive compensation, including the advisory proposal on compensation, which will be voted on at the meeting, or an authorization for a merger, consolidation or any matter that could substantially affect the rights or privileges of the stock. Abstentions and broker non-votes are counted as present for the purpose of determining the presence or absence of a quorum for the transaction of business. Proposal No. 1 requires the affirmative vote of a plurality of the votes cast at the annual meeting. Proposal Nos. 2, 3, 4 and 35 require the affirmative vote of a majority of the shares of Common Stock present in person (virtually) or by proxy and entitled to vote thereon.thereon at the annual meeting. A properly executed proxy marked “WITHHOLD AUTHORITY” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated and will have no effect on the election of directors. With respect to the other proposals, a properly executed proxy marked “ABSTAIN,” although counted for purposes of | | | | | | | |
| | LAS VEGAS SANDS 2023 Proxy Statement | | 81 |
determining whether there is a quorum, will not be voted. Under Nevada law, a broker non-vote will have no effect on the outcome of the matters presented for a stockholder vote at thisthe annual meeting. The Estate of Sheldon G. Adelson, his wife, Dr. Miriam Adelson, and trusts and other entities for the benefit of the Adelsons and their family members together beneficially owned approximately 56.6% of our outstanding Common Stock as of
LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT | 81 |
the record date. Dr. Adelson, the trustees for the various trusts and individuals authorized to vote the shares of Common Stock held by such other entities have indicated they will vote the shares of Common Stock over which they exercise voting control in accordance with the recommendations of our Board as set forth below. Brokers are not permitted to vote on any matter other than the ratification of the appointment of our independent public accounting firm without instructions from the beneficial owner. Therefore, if your shares are held in the name of your broker, bank or other nominee, your vote is especially important this year. To ensure your shares are voted in the manner you desire, you should provide instructions to your broker, bank or other nominee on how to vote your shares for each of the proposals to be voted on at the annual meeting in the manner permitted by your broker, bank or other nominee. Without these instructions, shares held by beneficial owners will not be voted on Proposal Nos.Proposals No. 1 and 3. | If you duly submit a proxy but do not specify how you want to vote, your shares will be voted as our Board recommends, which is: | • | “FOR” the election of each of the nominees for director as set forth under Proposal No. 1; | • | “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 20212023 as described in Proposal No. 2; and | • | “FOR” the advisory proposal on executive compensation as described in Proposal No. 3.3; | •“ONE YEAR” as the frequency with which our stockholders consider executive compensation as described in Proposal No. 4; and | •“AGAINST” the 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 as described in Proposal No. 5. |
How to Revoke or Change Your Vote You may revoke or change your proxy at any time before it is exercised in any of three ways: • | | by notifying the Corporate Secretary of the revocation or change in writing; |
• | | by delivering to the Corporate Secretary a later dated proxy; or |
• | | by voting your shares at the annual meeting. |
You will not revoke a proxy merely by attending the annual meeting. To revoke or change a proxy, you must take one of the actions described above. Any revocation of a proxy, or a new proxy bearing a later date, should be sent to the following address: Corporate Secretary, Las Vegas Sands Corp., 3355 Las Vegas Boulevard South,5500 Haven Street, Las Vegas, Nevada 89109.89119. To revoke a proxy previously submitted by telephone, Internet or mail, simply submit a new proxy at a later date before the taking of the vote at the annual meeting, in which case, the later submitted proxy will be recorded and the earlier proxy will be revoked. If you hold your shares in a brokerage or other account, you may submit new voting instructions by contacting your broker, bank or other nominee. Other Matters to be Acted upon at the Meeting Our Board presently is not aware of any matters other than those specifically stated in the Notice of Annual Meeting that are to be presented for action at the annual meeting. If any matter other than those described in this Proxy Statement is presented at the annual meeting on which a vote may properly be taken, the shares represented by proxies will be voted in accordance with the judgment of the person or persons voting those shares. Adjournments and Postponements Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed. | | | | | | | | 82 | | LAS VEGAS SANDS 2023 Proxy Statement | |
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PROXY STATEMENT Delivery of One Notice or Proxy Statement and Annual Report to a Single Household to Reduce Duplicate Mailings In connection with the Company’s annual meeting, of stockholders, the Company iswe are required to send to each stockholder of record a Notice or a Proxy Statement and annual report and to arrange for a Notice or a Proxy Statement and annual report to be sent to each beneficial stockholder whose shares are held by or in the name of a broker, bank or other nominee. Because many stockholders hold shares of Common Stock in multiple accounts, this process would result in duplicate mailings of Notices or Proxy Statements and annual reports to stockholders who share the same address. To avoid this duplication, unless the Company receives instructions to the contrary from one or more of the stockholders sharing a mailing address, only one Notice or Proxy Statement and annual report will be sent to each address. Stockholders may, on their own initiative, avoid receiving duplicate mailings and save the Company the cost of producing and mailing duplicate documents as follows: LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT | 82 |
Stockholders of Record If your shares are registered in your own name and you are interested in consenting to the delivery of a single Notice or Proxy Statement and annual report, you may enroll in the electronic delivery service by going directly to the website of our transfer agent, American Stock Transfer & Trust Company, at https://www.astfinancial.com anytime and following the instructions. Beneficial Stockholders If your shares are not registered in your own name, your broker, bank or other nominee that holds your shares may have asked you to consent to the delivery of a single Notice or Proxy Statement and annual report if there are other Las Vegas Sands Corp. stockholders who share an address with you. If you currently receive more than one Notice or Proxy Statement and annual report at your household and would like to receive only one copy of each in the future, you should contact your nominee. Right to Request Separate Copies If you consent to the delivery of a single Notice or Proxy Statement and annual report, but later decide you would prefer to receive a separate copy of the Notice or Proxy Statement and annual report, as applicable, for each stockholder sharing your address, then please notify us or your nominee, as applicable, and we or they will promptly deliver such additional Notices or Proxy Statements and annual reports. If you wish to receive a separate copy of the Notice or Proxy Statement and annual report for each stockholder sharing your address in the future, you may contact our transfer agent directly by telephone at 1-800-937-5449 or by visiting its website at https://www.astfinancial.com and following the instructions. | | | | | | | |
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| TIMEFRAME FOR STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING |
TIMEFRAME FOR STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING Stockholders intending to present a proposal at the 20222024 Annual Meeting of stockholders for inclusion in our proxy statementProxy Statement for that meeting pursuant to Rule 14a-8 of the Exchange Act must submit the proposal in writing to Las Vegas Sands Corp., Attention: Corporate Secretary, 3355 Las Vegas Boulevard South,5500 Haven Street, Las Vegas, Nevada 89109.89119. Such proposals must comply with the requirements of Rule 14a-8 of the Exchange Act and must be received by the Company no later than December 1, 2021. 2, 2023. In addition, our by-laws provide notice procedures for stockholders to nominate a person as a director and to propose business to be considered by stockholders at a meeting when such matter is not submitted for inclusion in the Company’s proxy statementProxy Statement pursuant to Rule 14a-8 of the Exchange Act. Generally, notice of a nomination or proposal not submitted pursuant to Rule 14a-8 must be delivered to us not later than the 90th day nor earlier than the 120th day prior to the first anniversary of the preceding year’s annual meeting. Accordingly, for our 20222024 Annual Meeting, of stockholders, notice of a nomination or proposal must be delivered to us no earlier than January 13, 202212, 2024 and no later than February 12, 2022.11, 2024. (If the date of the annual meeting, however, is more than 30 days before or more than 70 days after such anniversary date, notice must be delivered to us not earlier than the 120th day prior to such annual meeting date and not later than the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made.) Nominations and proposals also must satisfy other requirements set forth in the by-laws. If a stockholder complies with the forgoing notice provisions and with certain additional procedural requirements in our by-laws and the SEC rules, the Company will have authority to vote shares under proxies we solicit when and if the nomination or proposal is raised at the annual meeting. We may refuse to acknowledge any stockholder proposal not made in compliance with the foregoing procedures. | | | | | | | | 84 | | LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT2023 Proxy Statement | 84 |
| OTHER INFORMATION |
OTHER INFORMATION The Company will bear all costs in connection with the solicitation of proxies. The Company intends to reimburse brokerage houses, custodians, nominees and others for their out-of-pocket expenses and reasonable clerical expenses related thereto. Officers, directors and regular employees of the Company and its subsidiaries may request the return of proxies by telephone, telegraph or in person (virtually), for which no additional compensation will be paid to them. Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meetingannual meeting to Be Heldbe held on May 13, 2021:11, 2023: Our Proxy Statement and Annual Report to Stockholders for the year ended December 31, 2020,2022, are available on our website at https://investor.sands.com/Annual-Meeting/annual-meeting/default.aspx. | | | | | | | |
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| ANNEX A2023 Proxy Statement
NON-GAAP MEASURES
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ANNEX A The Company providesNON-GAAP MEASURES
We provide certain non-GAAP financial measures in this proxy statementProxy Statement that are not in accordance with, or alternatives for, accounting principles generally accepted accounting principles in the United States of America. CONSOLIDATED ADJUSTED PROPERTY EBITDA (in millions)(IN MILLIONS) | | Year Ended December 31, | | | | | | 2020 | | YEAR ENDED DECEMBER 31, 2022 | | | Net loss from continuing operations | | $ | (2,143) $ | (1,541 | ) | | | Add (deduct): | | | | | | | | Income tax benefit | | | | 154 | | | | Other expense | | | | 9 | | | | Interest expense, net of amounts capitalized | | | | 702 | | | | Interest income | | | | (116 | ) | | | Loss on disposal or impairment of assets | | | | 9 | | | | Amortization of leasehold interests in land | | | | 55 | | | | Depreciation and amortization | | | | 1,036 | | | | Development expense | | | | 143 | | | | Pre-opening expense | | | | 13 | | | | Stock-based compensation | | | | 33 | | | | Corporate expense | | | | 235 | | | | CONSOLIDATED ADJUSTED PROPERTY EBITDA | | | $ | 732 | |
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| | LAS VEGAS SANDS 2023 Proxy Statement | | A-1 |
MACAO | SINGAPORE Corporate Headquarters 5500 Haven Street Las Vegas, NV 89119 702.923.9000 sands.com
VIRTUAL ANNUAL MEETING OF STOCKHOLDERS OF LAS VEGAS SANDS CORP. May 11, 2023 | | | | | | | INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. Vote online until 11:59 PM EST the day before the meeting. TELEPHONE - Call toll-free 1-800-PROXIES(1-800-776-9437) or 1-718-921-8500 from foreign countries and follow the instructions. Have your proxy card available when you call. Vote by phone until 11:59 PM EST the day before the meeting. | | | | | | | MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible. Mailed proxies must be received by May 10, 2023, in order for your vote to be counted. VIRTUALLY AT THE MEETING - The Company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet, please visit https://web.lumiagm.com/282745561 and be sure to have your control number available. The meeting password is sands 2023. GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy materials, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. | | | | COMPANY NUMBER | | | | | | ACCOUNT NUMBER | | | | | | | | | | | | | Income tax benefit | | | | (38) | | Other income | | | (22) | | Interest expense, net of amounts capitalized | | | | 536 | | Interest income | | | (21) | | Loss on disposal or impairment of assets | | | | 80 | | Amortization of leasehold interests in land | | | 55 | | Depreciation and amortization | | | | 1,160 | | Development expense | | | 18 | | Pre-opening expense | | | | 19 | | Stock-based compensation | | | 16 | | Corporate expense | | | 168 | | CONSOLIDATED ADJUSTED PROPERTY EBITDA | | $ | (172) | |
LAS VEGAS SANDS CORP. • 2021 PROXY STATEMENT | 86Important Notice Regarding the Availability of Proxy Materials for the Virtual Annual Meeting of Stockholders to be Held on May 11, 2023: Our Proxy Statement and Annual Report to Stockholders for the year ended December 31, 2022 are available on our website at https://investor.sands.com/annual-meeting/default.aspx |
i Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. i | | | ⬛ 20830304030000001000 3 | | 051123 |
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE EIGHT DIRECTOR NOMINEES LISTED IN PROPOSAL NO. 1, | “FOR” PROPOSALS NO. 2 AND 3, “1 YEAR” FOR PROPOSAL NO. 4, AND “AGAINST” PROPOSAL NO. 5. | PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒ |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | FOR | | AGAINST | | ABSTAIN | 1. ELECTION OF DIRECTORS: | | | | 2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. | | ☐ | | ☐ | | ☐ | ☐ ☐ ☐ | | FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) | | NOMINEES: ¡ (1) Robert G. Goldstein ¡ (2) Patrick Dumont ¡ (3) Irwin Chafetz ¡ (4) Micheline Chau ¡ (5) Charles D. Forman ¡ (6) Nora M. Jordan ¡ (7) Lewis Kramer ¡ (8) David F. Levi | | | | FOR | | AGAINST | | ABSTAIN | | | | | 3. An advisory (non-binding) vote to approve the compensation of the named executive officers. | | ☐ | | ☐ | | ☐ | | | | | | | | 1 YEAR | | 2 YEARS | | 3 YEARS | | ABSTAIN | | | | 4. An advisory (non-binding) vote on how frequently stockholders should vote to approve the compensation of the named executive officers. | | | | ☐ | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | | | | | | | | FOR | | AGAINST | | ABSTAIN | | | | | | | | | 5. Shareholder proposal to require the Company to include in its 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. | | ☐ | | ☐ | | ☐ | INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: ● | | | | This Proxy will be voted as specified herein; if no specification is made, this Proxy will be voted “FOR” all of the director nominees in proposal No. 1, “FOR” proposals No. 2 and 3, “1 YEAR” for proposal No. 4, and “AGAINST” proposal No. 5, and in accordance with the discretion of the Proxies, on such other business as may properly come before the Virtual Annual Meeting of Stockholders or any adjournments or postponements thereof. | | | | | | | | | | | Consenting to receive all future annual meeting materials and stockholder communications electronically is simple and fast! Enroll today at www.astfinancial.comfor secure online access to your proxy materials, statements, tax documents and otherimportant stockholder correspondence. TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD. | To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | | ☐ | | | | I plan to attend the virtual meeting.☐ |
| | | | | | | | | | | | | | | | | Signature of Stockholder | | | | Date: | | | | Signature of Stockholder | | | | Date: | | | | |
| | | | | | | | | | | | | | | | | ⬛ | | | | Note: | | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. | | | | ⬛ |
1 ⬛ FORM OF PROXY LAS VEGAS SANDS CORP. Proxy for Virtual Annual Meeting of Stockholders May 11, 2023 Solicited on Behalf of the Board of Directors The undersigned hereby appoints Patrick Dumont and D. Zachary Hudson, and each of them, Proxies, with full power of substitution, to represent and vote all shares of Common Stock which the undersigned would be entitled to vote if personally present at the Virtual Annual Meeting of Stockholders of Las Vegas Sands Corp. to be held virtually on May 11, 2023, at 11:00 am (Pacific Time), at https://web.lumiagm.com/282745561 and at any adjournments or postponements thereof, upon any and all matters which may properly be brought before said meeting or any adjournments or postponements thereof. The undersigned hereby revokes any and all proxies heretofore given with respect to such meeting. (Continued and to be SIGNED on the other side)
VIRTUAL ANNUAL MEETING OF STOCKHOLDERS OF LAS VEGAS SANDS CORP. May 11, 2023 GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy materials, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. Important Notice Regarding the Availability of Proxy Materials for the Virtual Annual Meeting of Stockholders to Be Held on May 11, 2023: Our Proxy Statement and Annual Report to Stockholders for the year ended December 31, 2022 are available on our website at https://investor.sands.com/annual-meeting/default.aspx Please sign, date and mail your proxy card in the envelope provided as soon as possible. ¯Please detach along perforated line and mail in the envelope provided.¯ | | | ⬛ 20830304030000001000 3 | | 051123 |
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE EIGHT DIRECTOR NOMINEES LISTED IN PROPOSAL NO. 1, | “FOR” PROPOSALS NO. 2 AND 3, “1 YEAR” FOR PROPOSAL NO. 4, AND “AGAINST” PROPOSAL NO. 5. | PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒ |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | FOR | | AGAINST | | ABSTAIN | 1. ELECTION OF DIRECTORS: | | | | 2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. | | ☐ | | ☐ | | ☐ | ☐ ☐ ☐ | | FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) | | NOMINEES: ¡ (1) Robert G. Goldstein ¡ (2) Patrick Dumont ¡ (3) Irwin Chafetz ¡ (4) Micheline Chau ¡ (5) Charles D. Forman ¡ (6) Nora M. Jordan ¡ (7) Lewis Kramer ¡ (8) David F. Levi | | | | FOR | | AGAINST | | ABSTAIN | | | | | 3. An advisory (non-binding) vote to approve the compensation of the named executive officers. | | ☐ | | ☐ | | ☐ | | | | | | | | 1 YEAR | | 2 YEARS | | 3 YEARS | | ABSTAIN | | | | 4. An advisory (non-binding) vote on how frequently stockholders should vote to approve the compensation of the named executive officers. | | | | ☐ | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | | | | | | | | FOR | | AGAINST | | ABSTAIN | | | | | | | | | 5. Shareholder proposal to require the Company to include in its 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. | | ☐ | | ☐ | | ☐ | INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: ● | | | | This Proxy will be voted as specified herein; if no specification is made, this Proxy will be voted “FOR” all of the director nominees in proposal No. 1, “FOR” proposals No. 2 and 3, “1 YEAR” for proposal No. 4, and “AGAINST” proposal No. 5, and in accordance with the discretion of the Proxies, on such other business as may properly come before the Virtual Annual Meeting of Stockholders or any adjournments or postponements thereof. | | | | | | | | | | | Consenting to receive all future annual meeting materials and stockholder communications electronically is simple and fast! Enroll today at www.astfinancial.comfor secure online access to your proxy materials, statements, tax documents and otherimportant stockholder correspondence. TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD. | To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | | ☐ | | | | I plan to attend the virtual meeting.☐ |
| | | | | | | | | | | | | | | | | Signature of Stockholder | | | | Date: | | | | Signature of Stockholder | | | | Date: | | | | |
| | | | | | | | | | | | | | | | | ⬛ | | | | Note: | | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. | | | | ⬛ |
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