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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a Party other than the Registrant |
| Check the appropriate box: | ||
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☑ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☐ | Soliciting Material Pursuant to § 240.14a-12 | |
Las Vegas Sands Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | ||
| ☑ | No fee required. | |
| ☐ | Fee paid previously with preliminary materials. | |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
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NOTICE OF 2022
MEETING & PROXY STATEMENT
ANNUAL
MAY 12, 2022 11:00 A.M.
PACIFIC TIME
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LETTER FROM
THE CHAIRMAN
“Our operating results in 2021 were negatively impacted once again by the challenges of the COVID-19 Pandemic. We remain confident that a recovery in travel and tourism spending in our markets will occur and look forward to welcoming more visitors to our resorts as the impact of the pandemic abates. In the meantime, our principal focus remains the safety and well-being of our Team Members and patrons, and providing support for the communities in which we operate.
Despite the challenges that impacted our operating results in 2021, our scale and financial strength allowed us to continue our capital investment programs in support of Macao’s diversification and long-term development objectives. We have substantially completed our investment in The Londoner Macao, which enhances the offerings of our industry-leading Macao property portfolio. We have also embarked on a $1 billion renovation of Marina Bay Sands in Singapore, which will meaningfully enhance and expand our premium suite offerings. In addition, we look forward to beginning construction on the expansion of our market-leading Integrated Resort in Singapore.”
You are cordially invited to attend the 2022 Annual Meeting of stockholders of Las Vegas Sands Corp. (the “Company”),
which will be held online on May 12, 2022 at 11:00 a.m. Pacific time. We believe the environmentally-friendly virtual meeting format will provide expanded access, improved communication, and cost savings for our stockholders and the Company, while also supporting public health and safety during the COVID-19 Pandemic. You will not be able to attend the Annual Meeting in person.
Details regarding admission to the meeting and the business to be presented at the meeting can be found in the accompanying Notice of Annual Meeting and Proxy Statement.
This year, we again are pleased to take advantage of Securities and Exchange Commission (the “SEC”) rules that allow companies to furnish proxy materials to stockholders via the Internet. We believe these rules allow us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of producing and distributing materials for our annual meeting. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record and beneficial owners, unless they have directed us to provide the materials in a different manner. The Notice provides instructions on how to access and review all of the important information contained in the accompanying Proxy Statement and Annual Report to Stockholders, as well as how to submit a proxy by telephone or over the Internet. If you receive the Notice and would still like to receive a printed copy of our proxy materials, instructions for requesting these materials are included in the Notice. The Company plans to mail the Notice to stockholders by
“I am proud of our Company’s achievements during another challenging year. Looking forward to 2022 and beyond, we will continue to work tirelessly for our stockholders in the execution of our strategies and greatly appreciate your support.”
March 30, 2022. The Company will continue to mail a printed copy of this Proxy Statement and form of proxy to certain stockholders, and it expects that mailing will begin on or about March 30, 2022.
Your vote is important. Whether or not you are able to attend, it is important your shares be represented at the meeting. Please follow the instructions in the Notice and vote as soon as possible.
Yours sincerely,
ROBERT G. GOLDSTEIN
Chairman of the Board and
Chief Executive Officer
March 30, 2022
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| MAY 12, 2022 11:00 a.m. Pacific Time
Location Access via https://web.lumiagm.com/282745561 and enter the 11-digit control number on the proxy card or Notice of Availability of Proxy Materials you previously received and the meeting password, sands2022
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NOTICE
of Annual Meeting | |||
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The annual meeting of stockholders of Las Vegas Sands Corp., a Nevada corporation (the “Company”), will be held online on May 12, 2022, at 11:00 a.m. Pacific time, for the following purposes:
1. to elect ten directors to the Board to serve until the 2023 Annual Meeting;
2. to ratify the appointment of our independent registered public accounting firm;
3. to vote on an advisory (non-binding) proposal to approve the compensation of the named executive officers; and
4. to transact such other business as may properly come before the meeting or any adjournments or postponements thereof.
By Order of the Board,
D. Zachary Hudson Executive Vice President, Global General Counsel and Secretary March 30, 2022
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Stockholders of record at the close of business on March 14, 2022, are entitled to notice of and to vote at the meeting. A complete list of the Stockholders entitled to vote at the meeting shall be open to the examination of any stockholder for any purpose germane to the meeting, during the meeting and during ordinary business hours for a period of at least 10 days prior to the meeting, at the Company’s executive offices, located at 3883 Howard Hughes Parkway, Suite 550, Las Vegas, Nevada 89169. | |||
PLEASE FOLLOW THE INSTRUCTIONS IN THE COMPANY’S NOTICE OF INTERNET
AVAILABILITY OF PROXY MATERIALS TO VOTE YOUR PROXY.
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REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS: |
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| Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you. |
INTERNET Visit the website on your proxy card |
BY TELEPHONE Call the telephone number on your proxy card |
BY MAIL Sign, date and return your proxy card if you received a paper copy
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DURING THE VIRTUAL MEETING Follow the instructions on your proxy card | ||||
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— 2021: MANAGING THROUGH A CHALLENGING YEAR
The COVID-19 Pandemic continued to have a material negative impact on our operating results in 2021. Additionally, with the passing of our Chairman and Chief Executive Officer, Sheldon G. Adelson, the Company completed a leadership transition. Nonetheless, we were able to successfully navigate the challenges facing the Company:
| • | We achieved positive adjusted property EBITDA in each of the four quarters of 2021, in both our Macao and Singapore operations. |
| • | We opened The Londoner Macao Hotel and Londoner Court as major steps in transitioning the Sands Cotai Central into The Londoner Macao, and added extensive thematic elements both internally and externally. This significantly enhances the positioning of our Macao property portfolio ahead of the anticipated recovery in travel and tourism spending. |
| • | We also began the ~$1.0 billion renovation of Marina Bay Sands, which will introduce new world-class suites and substantially upgrade the overall guest experience for premium customers. This project is in addition to our previously announced plans for the expansion of Marina Bay Sands. |
Although we cannot predict with certainty the timing and pace of the recovery in travel and tourism spending across our markets, we believe the impact of the COVID-19 Pandemic on travel patterns is temporary and that underlying demand for our product is strong.
In the process of managing through the challenging operating environment in 2021, we focused on a number of strategic initiatives over and above our day-to-day focus on our operations, our opportunities for growth and our financial strength. These included the following:
1. Our commitment to stockholders: listening and responding
In 2021, we undertook an extensive program of virtual meetings with stakeholders to discuss the operations and strategy of the Company. We also engaged in extensive dialogue with a wide range of investors on the issues of corporate responsibility, ESG and other matters of stockholder interest. We believe this dialogue provides important perspectives as we seek to deliver stockholder value through our corporate responsibility and ESG efforts.
The following governance and corporate responsibility issues were identified by our investors as the most important to our investors in 2021, and we took decisive action to respond to the issues identified in our dialogue with our stockholders:
| WHAT WE HEARD |
WHAT WE DID | |
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1. Base salaries for NEO’s are too high. |
We lowered the base salary of the CEO and the President and COO role by 40% and 44%, respectively. | |
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2. NEO compensation should have a higher proportion of ‘at-risk’ components and equity versus cash. |
We changed our approach to executive compensation to include higher proportions of equity and “at-risk” components.
No cash bonuses or annual equity grants were awarded to NEOs, consistent with our strong pay for performance culture. | |
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3. A wider range of targets against which to measure executive management incentive compensation should be incorporated into our executive compensation philosophy. |
Executive management compensation targets included ESG metrics for the first time. | |
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4. A policy for the disclosure of political contributions should be established. |
A Policy on Corporate Political Contributions and Expenditures was publicly disclosed and is available on our website. | |
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5. The Board of Directors should continue to make recruitment of diverse directors a priority. |
We added two female directors to the Board. | |
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2. Leadership transition and succession planning
It was with great sadness that we announced the passing of our Chairman and Chief Executive Officer (CEO), Sheldon G. Adelson on January 11, 2021. The Board appointed Robert Goldstein to the position of Chairman and CEO. Mr. Goldstein has more than 25 years of senior leadership experience at Las Vegas Sands. The role of President and COO has been assumed by Patrick Dumont, previously our Chief Financial Officer (CFO). Randy Hyzak succeeded him in the CFO role, having previously served as our Chief Accounting Officer.
3. Our Corporate Responsibility Program
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| PEOPLE | COMMUNITIES | PLANET | ||
| Be the employer of choice leading the hospitality and tourism industry in the regions we serve | Make our communities better places to live, work and visit | Ensure the long-term environmental health of our regions as sustainable tourism destinations |
Recognition of our achievements in these areas include:
| • | One of only 12 companies in North America to be on the A List for both CDP Climate Change and Water Security |
| • | Named to the Dow Jones Sustainability Indices (DJSI) on DJSI World for the second consecutive year and DJSI North America for the fourth consecutive year in 2021 |
| • | Global leader in sustainability, recognized by independent third parties on a regional and global level |
| • | Named to Fortune’s listing of the “World’s Most Admired Companies” in 2022, for the sixth consecutive year |
| • | Named to Forbes’ annual list of America’s Best-in-State Employers |
| Member of DOW Jones Sustainability Indices Powered by the S&P Global CSA |
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4. Sale of Our Las Vegas Operating Properties
In 2021, we executed an agreement for the sale of our Las Vegas operations and assets for an aggregate purchase price of ~$6.25 billion (the sale was consummated in February 2022). Proceeds from the sale provided additional liquidity and balance sheet strength as we continue to invest in our Macao and Singapore markets and pursue future growth opportunities in new markets.
AGENDA AND VOTING RECOMMENDATIONS FOR THE 2022 ANNUAL MEETING
| PROPOSALS TO BE VOTED ON | BOARD VOTE RECOMMENDATION |
PAGE REFERENCE (FOR MORE DETAIL) | ||||
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PROPOSAL 1 |
Elect ten directors to the Board to serve until the 2023 Annual Meeting |
FOR each nominee |
67 | |||
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PROPOSAL 2 |
Ratify the appointment of our independent registered public accounting firm |
FOR | 68 | |||
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PROPOSAL 3 |
An advisory (non-binding) vote on compensation for our named executive officers |
FOR | 69 | |||
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CORPORATE RESPONSIBILITY OVERVIEW
As the preeminent developer and operator of world-class Integrated Resorts, we recognize the responsibility we have to our Team Members, patrons, partners, communities and other stakeholders. Throughout our history, we have created positive economic impact by delivering valuable business and leisure tourism, providing tens of thousands of jobs, tax revenues to fund social programs and significant procurement spend for small and medium sized enterprises (“SMEs”) in the regions where we operate.
CORPORATE RESPONSIBILITY: SIGNIFICANT EXTERNAL FACTORS INFLUENCING 2021
Throughout 2021, the COVID-19 Pandemic continued to have a significant impact around the world, and we worked closely with our communities to respond to situations as they evolved. This included:
| • | supporting public health initiatives by offering a series of vaccination clinics for Team Members and their families and vaccination education roadshows and seminars |
| • | in Macao, Sands China hosted and provided comprehensive support for the region’s three-day mass testing program |
| • | Sands China’s Sheraton Grand Macao continued serving as a medical observation hotel |
| • | in Singapore, Marina Bay Sands contributed S$100,000 to the Singapore Red Cross Society for medical equipment to address the worsening COVID-19 situation in India |
| • | Team Members assisted with temperature checks for special needs communities at Asian Woman’s Welfare Association (“AWWA”) |
| • | School and AWWA Early Intervention Centre in Singapore |
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SANDS CORPORATE RESPONSIBILITY PLATFORM
Our commitment to corporate responsibility is fundamental to our business and represents a long-term investment in our Team Members, patrons and suppliers; the communities in which we operate; the global ecological environment; and all stakeholders in our business.
PEOPLE
Our Team Members, patrons, suppliers and partners are the forces behind our contributions to a thriving hospitality and tourism industry in our local regions. Recognizing that the exceptional service and amenities our Integrated Resorts provide and the responsible work we do in each of our communities are built on the people who drive and patronize our business, we aim to be the employer and partner of choice in each of our global regions. Our human capital programs are focused on driving workforce development, diversity, equity and inclusion, health, safety and well-being, human rights, responsible gaming and financial crime prevention.
COMMUNITIES
We are a committed collaborator in promoting our regions as desirable places to live, work and visit. Through our Sands Cares community engagement and charitable giving program, we strive to make our regions strong by improving quality of life and supporting the community’s ability to respond to challenges. We are focused on fostering regional resilience through hardship relief, local business and partner development, disaster response and preparedness, preserving cultural and natural heritage and advancing educational opportunities for students, people with special needs and under-represented groups who face barriers to learning.
PLANET
We are dedicated to minimizing our environmental impact and, as such, constantly evolving our Sands ECO360 global sustainability program to adapt to emerging trends, support new technologies and foster environmental stewardship in the areas of green buildings, environmentally responsible operations and green meetings and events. Our program is aligned with the United Nations Sustainable Development Goals and other key environmental standards in the areas of low-carbon transition, water stewardship, waste, sourcing, plastics and packaging.
CORPORATE RESPONSIBILITY INITIATIVES
Despite the operating challenges presented by the COVID-19 Pandemic, we continued to advance our sustainability and corporate social responsibility initiatives in 2021 including the following:
| • | Implemented 14 electricity and water eco-efficiency projects throughout our resorts, which are expected to save more than 10.2 million kWh and 500,000 gallons of water |
| • | Sourced 100%, 23.7% and 6.4% of renewable energy through certificates and small onsite solar projects for The Venetian Resort Las Vegas, Marina Bay Sands and Sands China Ltd.’s electricity use, respectively |
| • | Engaged second cohort of three regional water organizations via the ‘Drop by Drop Project’ to support local water stewardship projects |
| • | Continued advancing food waste reduction initiatives at all locations globally |
| • | Expanded the Sands Cares Accelerator program to Asia by including a new member in Singapore |
| • | Contributed $7.5 million in cash and $300,000 in-kind in charitable giving and 54,548 Team Member volunteer hours in support of our communities. |
| • | Launched a six-month Fresh Food Program in partnership with Agape Connecting People that provides fresh produce packages twice per month to improve the nutrition of families in need across Singapore |
Our global sustainability targets for 2021-2025 continue to be aligned with United Nations Sustainable Development Goals (“SDGs”). Our emissions reduction targets are approved by the Science Based Targets initiative and are aligned with The Paris Agreement to limit global warming to well-below 2 degrees Celsius.
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CORPORATE RESPONSIBILITY OVERVIEW
Our 2025 ambitions for each of the Corporate Responsibility pillars include:
| • | People: $200 million investment in workforce development by 2025 to enable career progression for our Team Members and advancement of talent pool in the hospitality industry |
| • | Communities: 150,000 volunteer hours by 2025 contributed by our Team Members in support of the community |
| • | Planet: 17.5% reduction in emissions by 2025 from a 2018 baseline aligned with a science-based target methodology |
Our ESG Report also contains additional information on our corporate responsibility program including data indices that reflect the reporting standards of the Global Reporting Initiative (“GRI”) and the Sustainability Accounting Standards Board (“SASB”).
KEY COMPONENTS OF OUR CORPORATE RESPONSIBILITY AND ESG PROGRAMS
Our corporate responsibility and ESG programs are comprised of the following initiatives and policies:
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Comprehensive ESG Report Including GRI and SASB Disclosure |
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Code of Business Conduct and Ethics | |||
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Alignment with U.N. Sustainable Development Goals |
✓ | Supplier Code of Conduct | |||
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Emission Reduction Goals Approved by Science-Based Targets Initiative |
✓ | Anti-Corruption Policy | |||
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CDP Climate Change and Water Security Disclosure |
✓ | Reporting and Non-Retaliation Policy | |||
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Diversity, Equity and Inclusion Charter and Diversity Statement |
✓ | Responsible Gaming Program | |||
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Small and Medium Enterprises Support Programs in our Local Communities |
✓ | Global Training and Development Program | |||
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Human Rights Statement |
✓ | Global Community Engagement and Charitable Giving Program | |||
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Global Human Trafficking Prevention Policy |
✓ | Board Oversight of the ESG Program | |||
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Preventing Discrimination and Harassment Policy |
✓ | ESG Metrics for NEO Variable Compensation | |||
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Policy on Corporate Political Contributions and Expenditures and Disclosures |
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CORPORATE GOVERNANCE PROFILE
Our commitment to corporate governance is integral to our business and reflects not only regulatory requirements, NYSE listing standards and broadly recognized governance practices, but also effective leadership and oversight by our executive officers and Board. We have structured our corporate governance in a manner that we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance framework include the following:
| WHAT WE DO |
WHAT WE DO NOT DO | |||||||
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60% Independent Directors. Six of our ten directors standing for election have been determined by us to be “independent” as defined by the NYSE listing standards. |
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No Classified Board. Our directors are elected annually for one-year terms. | ||||
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Diversity of Directors. Female representation on our Board is 30% and 20% of our directors are racially or ethnically diverse. 50% of our independent directors are female and 33% of our independent directors are racially or ethnically diverse. |
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No Poison Pill or Stockholder Rights Plan. We do not have a “poison pill” or stockholder rights plan. | ||||
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Annual Board and Committee Self-Evaluations. The Board and each committee annually conduct a comprehensive self-evaluation process. |
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No Option Trading or Short Selling of Our Securities. None of our directors and officers are permitted to trade in puts, calls or other derivatives in respect of Company securities or sell Company securities “short.” | ||||
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Systemic Risk Oversight by Board and Committees. Our Board has overall responsibility for risk oversight, while each of our Audit, Compensation, Compliance and Nominating and Governance Committees monitor and address risks within the scope of their particular expertise or charter. |
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No Hedging of Our Securities. Our anti-hedging policy prohibits our directors and officers from engaging in any hedging or monetization transactions involving our securities. | ||||
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Entirely Independent Committees. All of the members of our Audit, Compensation, Compliance and Nominating and Governance Committees are independent. |
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No Pledging of Our Securities. None of our officers or directors are permitted to hold Company securities in a margin account or pledge our securities as collateral for a loan. | ||||
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Audit Committee Financial Literacy. All of the members of our Audit Committee qualify as “financially literate” as required by the NYSE and the chair of our Committee meets the SEC’s definition of an “Audit Committee Financial Expert.” |
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Stock Ownership Guidelines for Directors. Our Equity Plan provides that directors may not sell their annual awards while a member of the Board. |
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Detailed Disclosure of Political Contributions. In response to stockholder feedback, we adopted a Policy on Corporate Political Contributions and Expenditures and will publish an annual report accordingly. |
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| During fiscal 2021, we engaged with representatives of the majority of our largest institutional stockholders, including with a substantial majority of the largest active-management and passive investors in our common stock. Principal areas of discussion included:
• operating performance,
• company strategy
• board composition
• succession planning
• corporate responsibility,
• executive compensation |
The following diagram provides an overview of the Company’s stockholder engagement practice:
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The Company has a history of actively and transparently engaging with our stockholders. This reflects our belief that strong corporate governance includes the commitment to establish dialogue with stockholders and to provide the opportunity for questions and concerns to be explored and discussed. We have a long-established investor outreach program designed to facilitate direct stockholder engagement and the solicitation of stockholder views and input, with a focus on engagement with portfolio managers and analysts with investment allocation responsibility. In recent years, that engagement has evolved to extend to representatives that have specific responsibility for corporate governance and ESG matters at many of these institutions.
We continuously conduct an extensive global program of direct investor outreach through a combination of investor conferences, investor road-shows and one-on-one investor meetings and video conferences. Our outreach program reflects our geographically diverse stockholder base and is designed to ensure we understand and consider the issues of importance to our stockholders.
In our interactions with stockholders in 2021, we proactively sought dialogue on our efforts within corporate responsibility, which includes the areas of environmental, social and governance issues impacting our operations.
An important element of our stockholder engagement process is to understand any areas of particular concern. We acknowledge the lower than desired stockholder approval for our advisory votes on compensation for our named executive officers in recent years. Having actively gathered stockholder feedback on the design and structure of our executive compensation programs, we completed a re-design of the compensation packages for our executive officers in March 2021, which increased at-risk compensation and provided multiple metrics for performance-based compensation (including a first-time ESG component) for both equity and non-equity incentive compensation. Subsequent to those compensation program changes, we have continued to engage actively on this issue in order to explain the rationale for the alterations and solicit feedback from stockholders.
This dialogue on corporate responsibility, ESG and any other matters of stockholder interest is fundamental to our relationship with our stockholders and directly impacts our planning and our ESG program design. We believe this valuable dialogue provides important perspective as we seek to deliver stockholder value through our corporate responsibility and ESG efforts.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 14, 2022, as to the beneficial ownership of our Common Stock, in each case, by:
| • | each person known to us to be the beneficial owner, in an individual capacity or as a member of a “group,” of more than 5% of our Common Stock; |
| • | each named executive officer; |
| • | each of our directors; and |
| • | all of our executive officers and directors, taken together. |
| BENEFICIAL OWNERSHIP(1) | ||||||||
| NAME OF BENEFICIAL OWNER(2) |
SHARES | PERCENT (%) | ||||||
| Dr. Miriam Adelson(3)(4) |
397,361,651 | 52.0 | % | |||||
| General Trust under the Sheldon G. Adelson 2007 Remainder Trust(3)(5) |
87,718,919 | 11.5 | % | |||||
| General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust(3)(6) |
87,718,918 | 11.5 | % | |||||
| Robert G. Goldstein(7) |
3,436,557 | * | ||||||
| Patrick Dumont(8) |
727,610 | * | ||||||
| Randy Hyzak(9) |
131,223 | * | ||||||
| David Z. Hudson(10) |
107,669 | * | ||||||
| Irwin Chafetz(3)(11) |
255,887,682 | 33.5 | % | |||||
| Micheline Chau(12) |
19,910 | * | ||||||
| Charles D. Forman(13) |
215,178 | * | ||||||
| George Jamieson(14) |
19,414 | * | ||||||
| Nora M. Jordan(15) |
4,359 | * | ||||||
| Charles A. Koppelman(16) |
20,557 | * | ||||||
| Lewis Kramer(17) |
20,387 | * | ||||||
| David F. Levi(18) |
21,792 | * | ||||||
| All current executive officers and directors of our Company, taken together (12 persons)(19) |
4,807,955 | * | ||||||
| * | Less than 1%. |
| (1) | A person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of such securities as to which such person has no economic interest. Except as otherwise indicated in these footnotes, each of the beneficial owners has, to our knowledge, the sole voting and investment power with respect to the indicated shares of Common Stock. Percentages are based on 763,992,426 shares issued and outstanding at the close of business on March 14, 2022 (including unvested shares of restricted stock, but excluding treasury shares), plus any shares of our Common Stock underlying options held by all individuals listed on the table that are vested and exercisable. |
| (2) | The address of each person named in this table is c/o Las Vegas Sands Corp., 3883 Howard Hughes Pkwy, Suite 550, Las Vegas, Nevada 89169. |
| (3) | Dr. Miriam Adelson, Irwin Chafetz, the General Trust under the Sheldon G. Adelson 2007 Remainder Trust and the General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust constitute a “group” that, as of March 14, 2022, collectively beneficially owned 433,055,168 shares of our Common Stock, or 56.6% of the total number of shares issued and outstanding as of that date, for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. Each of the foregoing persons may be deemed to beneficially own certain shares beneficially owned by the other persons in such “group.” |
| (4) | This amount includes (a) 135,331,032 shares of our Common Stock held by Dr. Adelson, (b) 28,658,305 shares of our Common Stock held by trusts or custodial accounts for the benefit of Dr. Adelson’s family members over which Dr. Adelson, as trustee or in another fiduciary capacity, retains sole voting control and dispositive power, (c) 220,110,866 shares of our Common Stock held by trusts for the benefit of |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
| Dr. Adelson and her family members over which Dr. Adelson, as trustee, shares dispositive power, of which 2,208,548 of these shares, Dr. Adelson also shares voting control, (d) options to purchase 694,738 shares of our Common Stock held by the Estate of Sheldon G. Adelson, for which Dr. Adelson has been appointed Executor and (e) 12,566,710 shares of our Common Stock held by an entity over which Dr. Adelson, as manager, has sole voting and dispositive control. |
| (5) | This amount includes 87,718,919 shares of our Common Stock held by the General Trust under the Sheldon G. Adelson 2007 Remainder Trust. |
| (6) | This amount includes 87,718,918 shares of our Common Stock held by the General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust. |
| (7) | This amount includes (a) 10,000 shares of our Common Stock held by Mr. Goldstein, (b) 49,500 unvested shares of restricted stock, (c) 127,057 shares of our Common Stock held by The Robert and Sheryl Goldstein Trust and (d) options to purchase 3,250,000 shares of our Common Stock that are vested and exercisable. |
| (8) | This amount includes (a) 27,610 unvested shares of restricted stock and (b) options to purchase 425,000 shares of our Common Stock that are vested and exercisable. |
| (9) | This amount includes (a) 8,283 unvested shares of restricted stock and (b) options to purchase 122,940 shares of our Common Stock that are vested and exercisable. |
| (10) | This amount includes (a) 7,669 unvested shares of restricted stock and (b) options to purchase 100,000 shares of our Common Stock that are vested and exercisable. |
| (11) | This amount includes (a) 80,161 shares of our Common Stock held by Mr. Chafetz, (b) 3,138 unvested shares of restricted stock, (c) 219,252,318 shares of our Common Stock held by trusts for the benefit of members of the Adelson family over which Mr. Chafetz, as trustee or manager, retains sole voting control and shares dispositive power, (d) 34,343,517 shares of our Common Stock held by trusts for the benefit of members of the Adelson family over which Mr. Chafetz, as trustee, retains sole voting control and dispositive power and (e) 2,208,548 shares of our Common Stock held by a trust for the benefit of members of the Adelson family over which Mr. Chafetz, as trustee, shares voting and dispositive power. Mr. Chafetz disclaims beneficial ownership of the shares of our Common Stock held by any trust for which he acts as trustee, and this disclosure shall not be deemed an admission that Mr. Chafetz is a beneficial owner of such shares for any purpose. |
| (12) | This amount includes (a) 10,557 shares of our Common Stock held by Ms. Chau, (b) 3,138 unvested shares of restricted stock and (c) options to purchase 6,215 shares of our Common Stock that are vested and exercisable. |
| (13) | This amount includes (a) 212,040 shares of our Common Stock held by Mr. Forman and (b) 3,138 unvested shares of restricted stock. |
| (14) | This amount consists of (a) 11,541 shares of our Common Stock held by Mr. Jamieson, (b) 1,000 shares held by a trust, (c) 3,138 unvested shares of restricted stock and (d) options to purchase 3,735 shares of our Common Stock that are vested and exercisable. |
| (15) | This amount includes (a) 3,138 unvested shares of restricted stock and (b) options to purchase 1,221 shares of our Common Stock that are vested and exercisable. |
| (16) | This amount includes (a) 17,419 shares of our Common Stock held by Mr. Koppelman and (b) 3,138 unvested shares of restricted stock. |
| (17) | This amount includes (a) 6,600 shares of our Common Stock held by Mr. Kramer, (b) 3,138 unvested shares of restricted stock, (c) options to purchase 8,520 shares of our Common Stock that are vested and exercisable and (d) options to purchase 2,129 shares of our Common Stock that are excisable within 60 days of March 14, 2022. |
| (18) | This amount includes (a) 10,557 shares of our Common Stock held by Mr. Levi, (b) 3,138 unvested shares of restricted stock and (c) options to purchase 8,097 shares of our Common Stock that are vested and exercisable. |
| (19) | This amount includes (a) 118,166 unvested shares of restricted stock, (b) options to purchase 3,925,728 shares of our Common Stock that are vested and exercisable and held by the Company’s current executive officers and current directors and (c) options to purchase 2,129 shares of our Common Stock that are exercisable within 60 days of March 14, 2022 and held by the Company’s current executive officers and current directors. This amount does not include the 255,804,383 shares of Common Stock Mr. Chafetz has beneficial ownership of as a trustee or manager of the trusts referenced in footnote 11 above. |
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Table of Contents
ABOUT THE BOARD
Our Board currently has eleven directors. The term of office of the current directors will expire at the 2022 Annual Meeting. One of our current directors, George Jamieson, is retiring from our Board of Directors at the expiration of his term as of the 2022 Annual Meeting. Accordingly, he is not included as a nominee for election at the 2022 Annual Meeting. We thank Mr. Jamieson for his years of exemplary service on our Board of Directors.
Effective as of the Annual Meeting, our authorized number of directors will be reduced to ten. Stockholders are being asked to consider each of the following ten nominees to serve as director until the 2023 Annual Meeting and until their respective successor has been duly elected and qualified or until such director’s resignation, disqualification, death or removal: Irwin Chafetz, Micheline Chau, Patrick Dumont, Charles D. Forman, Robert G. Goldstein, Nora M. Jordan, Charles A. Koppelman, Lewis Kramer, David F. Levi and Yibing Mao.
Each of the nominees is a current director of the Company who has indicated they will serve if elected. We do not anticipate any of the nominees will be unable or unwilling to serve, if elected, but if that happens, it is the intention of the persons named in the proxies to select and cast their votes for the election of such other person or persons as the Board may designate.
Our current directors bring a variety of experiences and core competencies we believe are important to overseeing the strategic execution and risk management of our Company’s operations. The complexities of our Integrated Resort operations include five primary revenue categories, six operating segments and significant development and construction initiatives. Strict adherence to gaming and other regulations in various jurisdictions is essential. The ability to provide the appropriate oversight and risk assessment responsibilities is demonstrated in our directors’ professional careers, which include:
| • | C-suite level positions at global public companies, including those in: |
| – | gaming, hospitality and meetings, incentives, conventions and exhibitions (“MICE”); |
| – | marketing and branding; and |
| – | retail and entertainment. |
| • | Participation on other global public company boards; |
| • | Financial transactions and corporate finance experience; |
| • | Accounting, auditing and internal control experience in working with global Fortune 500 public companies; and |
| • | Extensive legal, judicial and regulatory experience. |
In addition to the specific professional experience of our directors, we select our directors because they are highly accomplished in their respective fields, insightful and inquisitive. We believe each of our directors possesses sound business judgment and is highly ethical. We consider a wide range of factors in determining the composition of our Board, including professional experience, skills, education, training, background and diversity.
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OVERVIEW OF DIRECTOR NOMINEES
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BOARD OF DIRECTORS NOMINEES
| SKILLS & EXPERTISE | The table below summarizes the key qualifications, skills and attributes of the Board. Our director nominees’ biographies describe each director’s background and relevant experience in more detail. |
| QUALIFICATIONS, EXPERTISE & ATTRIBUTES |
GOLDSTEIN | DUMONT | CHAFETZ | FORMAN | CHAU | JORDAN | KOPPELMAN | KRAMER | LEVI | MAO | ||||||||||
|
ACCOUNTING/ AUDIT/FINANCE |
✓ | ✓ | ✓ | |||||||||||||||||
|
SENIOR LEADERSHIP |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||
|
COMPLIANCE/ GOVERNANCE/ LEGAL |
✓ | ✓ | ✓ | ✓ | ||||||||||||||||
|
HOSPITALITY/ GAMING/MICE |
✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||
|
PUBLIC COMPANY BOARD EXPERIENCE |
✓ | ✓ | ✓ | ✓ |
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THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED BELOW.
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Below are the backgrounds of the director-nominees:
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ROBERT G. GOLDSTEIN
CHAIRMAN
AGE: 66 DIRECTOR SINCE: 2015
COMMITTEES: • None |
Mr. Goldstein’s extensive experience in the hospitality and gaming industries, including as a senior executive officer of our Company (or its predecessors) since 1995, as well as his current position as our Chairman and Chief Executive Officer, led the Board to conclude he would be a valuable member of our Board.
Experience Mr. Goldstein was appointed the Company’s Chairman and Chief Executive Officer on January 26, 2021. Prior to that, he had been the Company’s President and Chief Operating Officer and a member of the Board since January 2015. He previously served as the Company’s President of Global Gaming Operations from January 2011 until December 2014, the Company’s Executive Vice President from July 2009 until December 2014, and the Company’s Secretary from August 2016 to November 2016. He has held other senior executive positions at the Company and its subsidiaries since 1995. Additionally, Mr. Goldstein has also served as Chairman and Chief Executive Officer of our Company’s subsidiary, Sands China Ltd, since January 2021, having previously served as a member of its board since May 2014 and as its interim president from January 2015 through October 2015. From 1992 until joining the Company in December 1995, Mr. Goldstein was the executive vice president of marketing at the Sands Hotel in Atlantic City, as well as an executive vice president of the parent Pratt Hotel Corporation. He served on the board of Remark Media, Inc., a global digital media company, from May 2013 to March 2017.
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PATRICK DUMONT
AGE: 47 DIRECTOR SINCE: 2017
COMMITTEES: • None |
Mr. Dumont’s experience in corporate finance and his positions and tenure with the Company led the Board to conclude he would be a valuable member of our Board.
Experience Mr. Dumont was appointed President and Chief Operating Officer on January 26, 2021. Previously, Mr. Dumont had been the Company’s Executive Vice President and Chief Financial Officer since March 2016, and prior to that was our Senior Vice President, Finance and Strategy from September 2013 through March 2016. From June 2010 until August 2013, Mr. Dumont served as the Company’s Vice President, Corporate Strategy.
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IRWIN CHAFETZ
AGE: 85 DIRECTOR SINCE: 2005
COMMITTEES: • None |
Mr. Chafetz’s extensive experience in the hospitality, trade show and convention businesses, as well as his experience as a former executive of our predecessor company, led the Board to conclude he would be a valuable member of our Board.
Experience Mr. Chafetz has been a Director of the Company since February 2005. He was a director of Las Vegas Sands, Inc. from February until July 2005. Mr. Chafetz is the president and a manager of The Interface Group, LLC, a Massachusetts limited liability company that controls Interface Group-Massachusetts, LLC. Mr. Chafetz has been associated with Interface Group-Massachusetts, LLC and its predecessors since 1972. From 1989 to 1995, Mr. Chafetz was a vice president and director of Interface Group-Nevada, Inc., which owned and operated trade shows, including COMDEX, and also owned and operated The Sands Expo and Convention Center. From 1989 to 1995, Mr. Chafetz was also vice president and a director of Las Vegas Sands, Inc. Mr. Chafetz has served on the boards of many charitable and civic organizations and is a former member of the dean’s advisory council at Boston University School of Management.
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CHARLES D. FORMAN
AGE: 75 DIRECTOR SINCE: 2004
COMMITTEES: • None |
Mr. Forman’s extensive experience in the hospitality, trade show and convention businesses led the Board to conclude he would be a valuable member of our Board.
Experience Mr. Forman has been a Director of the Company since August 2004. He has been a director of Las Vegas Sands, LLC (and its predecessor, Las Vegas Sands, Inc.) since March 2004. In addition, he has served as a member of the board of the Company’s subsidiary, Sands China Ltd., since May 2014. Mr. Forman served as chairman and chief executive officer of Centric Events Group, LLC, a trade show and conference business from April 2002 until his retirement upon the sale of the business in 2007. From 2000 to 2002, he served as a director of a private company and participated in various private equity investments. During 2000, he was executive vice president of international operations of Key3Media, Inc. From 1998 to 2000, he was chief legal officer of ZD Events Inc., a tradeshow business that included COMDEX. From 1995 to 1998, Mr. Forman was executive vice president, chief financial and legal officer of Softbank Comdex Inc. From 1989 to 1995, Mr. Forman was vice president and general counsel of Interface Group Nevada, Inc., a tradeshow and convention business that owned and operated COMDEX. Mr. Forman was in private law practice from 1972 to 1988. Mr. Forman is a member of the board of trustees of The Dana-Farber Cancer Institute.
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MICHELINE CHAU
AGE: 69 DIRECTOR SINCE: 2014
COMMITTEES: • Audit • Compensation
INDEPENDENT
|
Ms. Chau’s extensive and varied business experience, including as president and chief operating officer at Lucasfilm Ltd., and her experience as a director of other public companies led the Board to conclude she would be a valuable member of our Board.
Experience Ms. Chau has been a Director of the Company since October 2014. She served as the president, chief operating officer and executive director of Lucasfilm Ltd., a film and entertainment company, from 2003 to 2012 and as its chief financial officer from 1991 to 2003. Before that, Ms. Chau held other executive-level positions in various industries, including retail, restaurant, venture capital and financial services. She currently serves on the board of Dolby Laboratories, Inc., an audio, imaging and communications company, where she has been a director since February 2013, and was a member of the board of Red Hat, Inc., a provider of open-source software solutions, from November 2008 to August 2012.
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BOARD OF DIRECTORS NOMINEES
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NORA M. JORDAN
AGE: 63 DIRECTOR SINCE: 2021
COMMITTEES: • Audit • Nominating and Governance (Chair)
INDEPENDENT |
Ms. Jordan’s extensive legal and financial experience gained while advising clients on compliance and regulatory matters and complex investment products and offerings, as well as her management experience at a multi-national law firm, led the Board to conclude she would be a valuable member of our Board.
Experience Ms. Jordan has been a Director of the Company since January 2021. Ms. Jordan currently is senior counsel at Davis Polk & Wardwell LLP, an international law firm. From 1995 through 2020, Ms. Jordan was a partner at Davis Polk and headed its Investment Management Group from 2000 to 2020. Ms. Jordan serves as a director and chair of the nominating committee of the American Skin Association and is a member of the advisory board of the Duke University Global Financial Markets Center.
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Note: Mr. Jamieson will retire from our Board at the expiration of his term as of the 2022 Annual Meeting. At this time, Ms. Jordan will become the chair of the Nominating and Governance Committee.
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CHARLES A. KOPPELMAN
AGE: 82 DIRECTOR SINCE: 2011
COMMITTEES: • Compensation (Chair) • Nominating and Governance • Compliance
INDEPENDENT |
Mr. Koppelman’s executive experience as a chief executive officer, including in the entertainment industry, and his experience as a director of other public companies led the Board to conclude he would be a valuable member of our Board.
Experience Mr. Koppelman has been a Director of the Company since October 2011. Mr. Koppelman currently serves as chairman and chief executive officer of CAK Entertainment, Inc., an entertainment consultant and brand development firm founded in 1997. Mr. Koppelman has been a director of SeaWorld Entertainment, Inc. since July 2019 and serves on their Nominating and Corporate Governance and Revenue Committees. Mr. Koppelman is also a former director of Steve Madden Ltd., and served as chairman of the board of that company from 2000 to 2004. From 2005 to 2011, Mr. Koppelman served as executive chairman and principal executive officer of Martha Stewart Living Omnimedia, Inc. and served as a director of the company from 2004 to 2011. From 1990 to 1994, he served first as chairman and chief executive officer of EMI Music Publishing and then from 1994 to 1997 as chairman and chief executive officer of EMI Records Group, North America. He served as a director of Six Flags Entertainment Corp. from May 2010 to November 2016.
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LEWIS KRAMER
AGE: 74 DIRECTOR SINCE: 2017
COMMITTEES: • Audit (Chair) • Nominating and Governance
INDEPENDENT |
Mr. Kramer’s extensive financial and business knowledge gained while serving as an independent auditor for organizations across diverse industries and his experience as a director of a public company and non-profit organizations led the Board to conclude he would be a valuable member of our Board.
Experience Mr. Kramer has been a Director of the Company since April 2017. Mr. Kramer was a partner at Ernst & Young LLP from 1981 until he retired in June 2009 after a nearly 40-year career at Ernst & Young LLP. At the time of his retirement, Mr. Kramer served as the global client service partner for worldwide external audit and all other services for major clients, and served on the firm’s United States executive board. He previously served as Ernst & Young LLP’s national director of audit services. Mr. Kramer has served on the board of L3 Harris Technologies, Inc. (and predecessor companies) since 2009.
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DAVID F. LEVI
AGE: 70 DIRECTOR SINCE: 2015
COMMITTEES: • Compensation • Nominating and Governance • Compliance (Chair)
INDEPENDENT |
Mr. Levi’s extensive legal, judicial, academic and administrative experience, including as a Federal judge and the dean of a major law school, led the Board to conclude he would be a valuable member of our Board.
Experience Mr. Levi has been a Director of the Company since January 2015. Mr. Levi is the Levi Family Professor of Law and Judicial Studies and director of the Bolch Judicial Institute of Duke University School of Law. He was previously Dean of the Duke University School of Law from 2007 to 2018. He served as the chief United States district judge for the Eastern District of California from May 2003 until June 2007. He took the oath of office as a United States district judge in November 1990. He also served as the presidentially appointed United States attorney for the Eastern District of California from 1986 until November 1990. He was a member of the Attorney General’s advisory committee of United States. attorneys and served as chair of the public corruption sub-committee. Prior to his appointment as United States attorney, he served as an assistant United States attorney for the Eastern District of California. In 2004, he was elected to the Council of the American Law Institute and is currently the president of that organization. He is an elected fellow of the American Academy of Arts and Sciences and his term as a member of the board of the National Parks Conservation Association expired on April 1, 2020. He served as chair of two judicial conference committees by appointment of the chief justice. He was named chair of the civil rules advisory committee in 2000 and chair of the standing committee on the Rules of Practice and Procedure in 2003, where he served in that capacity until 2007. Mr. Levi currently serves as an arbitrator in complex commercial disputes. He is also the court appointed Trustee or Future Claims Representative in several asbestos trusts created under the bankruptcy code.
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Note: Mr. Jamieson will retire from our Board at the expiration of his term as of the 2022 Annual Meeting. At this time, Mr. Levi will become the Chair of the Compliance Committee.
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YIBING MAO
AGE: 58 DIRECTOR SINCE: 2021
COMMITTEES: • Compliance
INDEPENDENT |
Ms. Mao’s extensive experience in the hospitality business in Asia, and her legal experience gained while advising a hospitality company on issues relating to Asian hotel operations, led the Board to conclude she would be a valuable member of our Board.
Experience Ms. Mao has been a Director of Las Vegas Sands since July 2021. In December 2020, Ms. Mao concluded a 24-year career with Marriott International where she most recently held the position of global senior vice president & chief legal counsel, Asia Pacific. In that role she managed a large legal team across seven offices in Asia that was responsible for more than 700 hotels in the region. Prior to joining Marriott International, Ms. Mao held positions at law firms in both the United States and Hong Kong, including McGuire Woods, Slaughter & May and Milbank.
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THE BOARD AND ITS COMMITTEES
NYSE Listing Standards
The NYSE’s corporate governance rules generally require a majority of independent directors serve on the Board. In addition, the NYSE corporate governance rules generally require all of the members of a company’s Audit Committee, Compensation Committee and Nominating and Governance Committee to be independent directors.
The Company qualifies as a “controlled company” under NYSE governance rules because the estate of Mr. Adelson, Dr. Miriam Adelson and trusts and other entities for the benefit of the Adelson family members control more than 50 percent of the voting power of the Company’s Common Stock. The Board consists of a majority of independent directors, although, as a controlled company, the Company is exempt from the general NYSE requirement to have a majority of independent directors serve on the Board. The Board has a nominating and governance committee and a compensation committee composed entirely of independent directors, although this is not required because as a controlled company the Company is exempt from the applicable NYSE requirement.
Independent Directors
The Board has determined six of the ten current members of the Board, namely Mses. Chau, Jordan and Mao, and Messrs. Koppelman, Kramer and Levi, satisfy the criteria for independence under applicable rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the NYSE corporate governance rules. In making its determinations, the Board reviewed all the relevant facts and circumstances, the standards set forth in our Corporate Governance Guidelines, the NYSE rules and other applicable laws and regulations.
Two of our outside directors, Messrs. Chafetz and Forman, have business and personal relationships with the Adelson family. Mr. Chafetz was a stockholder, vice president and director of the entity that owned and operated the COMDEX trade show and The Sands Expo and Convention Center, which were created and developed by Mr. Adelson. Mr. Forman was vice president and general counsel of this entity. Mr. Chafetz also is a trustee of several trusts for the benefit of Adelson family members that beneficially own shares of our Common Stock. For additional information, see “Proxy and Voting Information — How You Can Vote” and “Security Ownership of Certain Beneficial Owners and Management” above. These relationships with the Adelson family also include making joint investments and other significant financial dealings. As a result, the Adelson family, and Messrs. Chafetz and Forman may have their financial interests aligned and, therefore, the Board does not consider Messrs. Chafetz and Forman to be independent directors.
Because Mr. Goldstein and Mr. Dumont are officers of the Company, they do not satisfy the criteria for independence under applicable rules promulgated under the Exchange Act and the NYSE corporate governance rules.
Board Meetings
The Board held twelve meetings during 2021. The work of the Company’s directors is performed not only at meetings of the Board and its committees, but also by consideration of the Company’s business through the review of documents and in numerous communications among Board members and others. In 2021, no directors attended less than 75% of the aggregate of all meetings of the Board and committees on which they served during the periods in which they served—each of our then-serving directors attended 100% of applicable meetings.
Annual Meeting
Our directors are encouraged to attend each annual meeting of stockholders and all of our directors who were on the Board at the time of our 2021 annual meeting attended our 2021 annual meeting of stockholders held on May 13, 2021.
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The table below illustrates the current chairs and membership of the Board and of each standing Board committee, the independence status of each Board member and the number of Board and Board committee meetings held during fiscal 2021.
|
DIRECTOR |
BOARD | AUDIT COMMITTEE |
COMPENSATION COMMITTEE |
NOMINATING AND GOVERNANCE COMMITTEE |
COMPLIANCE COMMITTEE | |||||
| Robert G. Goldstein |
Chair |
|
|
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| Patrick Dumont |
✓ |
|
|
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| Irwin Chafetz |
✓ |
|
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| |||||
| Charles D. Forman |
✓ |
|
|
|
| |||||
| Micheline Chau* |
✓ | ✓ | ✓ |
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| George Jamieson* |
✓ | ✓ |
|
|
Chair | |||||
| Nora M. Jordan* |
✓ | ✓ |
|
✓ |
| |||||
| Charles A. Koppelman* |
✓ |
|
Chair | ✓ | ✓ | |||||
| Lewis Kramer* |
✓ | Chair |
|
✓ |
| |||||
| David F. Levi* |
✓ |
|
✓ | Chair | ✓ | |||||
| Yibing Mao* |
✓ |
|
|
|
✓ | |||||
| 2021 MEETINGS |
12 | 7 | 12 | 6 | 4 | |||||
| * | Independent Director |
| ✓ | Member |
Note: Mr. Jamieson will retire from our Board at the expiration of his term as of the 2022 Annual Meeting. At this time, Mr. Levi will become the Chair of the Compliance Committee and Ms. Jordan will become the chair of the Nominating and Governance Committee.
Standing Committees
Our Board has four standing committees: an audit committee (the “Audit Committee”), a compensation committee (the “Compensation Committee”), a nominating and governance committee (the “Nominating and Governance Committee”) and a compliance committee (the “Compliance Committee”). Each of the standing committees operates under a written charter approved by the Board.
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INFORMATION REGARDING THE BOARD AND ITS COMMITTEES
| AUDIT COMMITTEE | ||
| MEMBERS:
Lewis Kramer (Chair) Micheline Chau George Jamieson Nora M. Jordan
MEETINGS HELD IN 2021: 7
ALL MEMBERS ARE INDEPENDENT |
The primary purpose of the Audit Committee is to assist with the Board’s oversight of:
• the integrity of our financial statements • our internal audit function, including audit plans, audit results and the performance of our internal audit team • the review of related party transactions as further described below under “Corporate Governance — Related Party Transactions” • our enterprise risk management as further described below under “Corporate Governance — The Board’s Role in Risk Oversight” • our information security program (including cyber security)
Our Audit Committee selects our independent registered public accounting firm and has direct oversight responsibility over the firm, including:
• reviewing the firm’s plan, scope and results of our annual audit, and the fees for the services performed • the qualifications, independence and performance of the firm • the firm’s annual audit of our financial statements and any engagement to provide other services
The Board has determined Mses. Chau and Jordan and Messrs. Jamieson and Kramer are each independent under applicable NYSE and federal securities rules and regulations on independence of audit committee members. The Board has determined each of the members of the Audit Committee is “financially literate” and that Mr. Kramer, Ms. Chau and Mr. Jamieson each qualify as an “audit committee financial expert,” as defined in the NYSE listing standards and federal securities rules and regulations. The Audit Committee’s activities also involve numerous discussions and other communications among its members and others. | |
Note: Mr. Jamieson will retire from our Board at the expiration of his term as of the 2022 Annual Meeting.
| COMPENSATION COMMITTEE | ||
| MEMBERS:
Charles A. Koppelman (Chair) Micheline Chau David F. Levi
MEETINGS HELD IN 2021: 12
ALL MEMBERS ARE INDEPENDENT |
The Compensation Committee has direct responsibility for the compensation of our executive officers and the authority to:
• approve salaries, bonuses and other elements of compensation and to approve employment agreements for our executive officers and certain other highly compensated Team Members • review, evaluate and make recommendations to the Board regarding our non-employee director compensation program • administer our equity award plan, as amended and restated (the “Amended and Restated 2004 Equity Award Plan”), under which we grant restricted stock units, stock options and other equity awards • administer our Executive Cash Incentive Plan, our short-term incentive plan under which we provide short-term incentive compensation awards
The Compensation Committee is also involved in the Company’s enterprise risk management process as further described below under “Corporate Governance — The Board’s Role in Risk Oversight” and “Corporate Governance — 2021 Executive Compensation Risk Assessment” and may delegate its authority to the extent permitted by the Board, the Compensation Committee charter, our by-laws, state law and NYSE regulations.
Additional information about the Compensation Committee, its responsibilities and its activities is provided below under “Compensation Discussion and Analysis.” | |
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| NOMINATING AND GOVERNANCE COMMITTEE | ||
| MEMBERS:
David F. Levi (Chair) Nora M. Jordan Charles A. Koppelman Lewis Kramer
MEETINGS HELD IN 2021: 6
ALL MEMBERS ARE INDEPENDENT |
The purpose of the Nominating and Governance Committee is to:
• review and make recommendations regarding the composition of the Board and its committees • implement policies and procedures for the selection of Board members • identify individuals qualified to become Board members and select, or recommend the Board select, director nominees • assess, develop and make recommendations to the Board with respect to Board effectiveness and related corporate governance matters, including corporate governance guidelines and procedures intended to organize the Board appropriately • oversee the evaluation of the Board and management • oversee the management of the Company’s ESG program | |
Note: Ms. Jordan will become the chair of the Nominating and Governance Committee effective as of the 2022 Annual Meeting.
| COMPLIANCE COMMITTEE | ||
| MEMBERS:
George Jamieson (Chair) Charles A. Koppelman David F. Levi Yibing Mao
MEETINGS HELD IN 2021: 4
ALL MEMBERS ARE INDEPENDENT |
The primary purpose of the Compliance Committee is to assist with the Board’s oversight of:
• the compliance program with respect to compliance with the laws and regulations applicable to the Company’s business, including gaming laws and regulations • the compliance with the Company’s Code of Business Conduct and Ethics, Anti-Corruption Policy, Anti- Money Laundering Policy, Policy on Corporate Political Contributions and Expenditures and Reporting and Non-Retaliation Policy applicable to the Company’s directors, officers, Team Members, contractors and agents | |
Note: Mr. Jamieson will retire from our Board at the expiration of his term as of the 2022 Annual Meeting. At this time, Mr. Levi will become the Chair of the Compliance Committee.
Compensation Committee Interlocks and Insider Participation
None of the individuals who served as a member of our Compensation Committee during 2021 is, or has been, an employee or officer of the Company. None of our executive officers serve, or in the past year served, as a member of the board or compensation committee of any entity that has one or more executive officers who serve on our Board or Compensation Committee.
Corporate Compliance Committee and Operational Compliance Committees
Following the sale of the Company’s Las Vegas operations and assets in February 2022, the Company established a Corporate Compliance Committee, the purpose of which is to foster a culture of integrity, accountability and ethical behavior across all of the Company’s operations. The Company also maintains Operational Compliance Committees in Macao and Singapore to oversee its local gaming operations (and maintained an Operational Compliance Committee in Las Vegas prior to the sale of its Las Vegas operations and assets) (each, an “Operational Compliance Committee”).
The Company created these committees to facilitate the identification, evaluation and remediation of situations that could raise concerns with a gaming authority or otherwise have an adverse effect on the Company’s business. In particular, the Corporate Compliance Committee and the Operational Compliance Committees monitor the following: (1) the Company’s business associations in order to protect the Company from associations with persons denied licensing or other related approvals, or who may be deemed unsuitable to be associated with the Company; (2) the Company’s business practices and procedures; (3)
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INFORMATION REGARDING THE BOARD AND ITS COMMITTEES
compliance with any special conditions imposed upon the Company’s licenses; (4) reports submitted to gaming authorities; (5) and compliance with the laws, regulations and orders of governmental agencies having jurisdiction over the Company’s gaming or business activities.
The Corporate Compliance Committee operates pursuant to a Charter approved by the Company’s Board of Directors and is chaired by the Company’s Senior Vice President and Global Chief Compliance Officer (“GCCO”). The GCCO provides at least quarterly updates to the Compliance Committee of the Board of Directors regarding the Corporate Compliance Committee’s efforts. The Operational Compliance Committee in Macao operates pursuant to a Compliance Plan approved by the Sands China Ltd. (“SCL”) Audit Committee, and is chaired by the Chief Compliance Officer for SCL. The Operational Compliance Committee in Singapore operates pursuant to a Compliance Plan submitted to the Casino Regulatory Authority of Singapore, and is chaired by the Chief Compliance Officer of the Marina Bay Sands (“MBS”).
— SUCCESSION PLANNING AND DEVELOPMENT
Our Chairman and Chief Executive Officer works closely with the Nominating and Governance Committee and the Board to identify and develop executive talent within and outside our organization and to ensure that Board succession plans are in place, so that we can ensure effective future leadership transitions at both the senior management and the Board level.
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COMMITMENT TO CORPORATE GOVERNANCE
Our Board and management have a strong commitment to effective corporate governance. We operate and are regulated in various distinct gaming jurisdictions. We are listed on two major stock exchanges and regulated as a financial institution by Financial Crimes Enforcement Network (“FinCen”), a bureau of the U.S. Department of the Treasury. We have in place a comprehensive corporate governance framework for our operations which, among other things, takes into account the requirements of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act and the applicable rules and regulations of the SEC and the NYSE. The key components of this framework are set forth in our amended and restated articles of incorporation and by-laws, along with the following additional documents:
| • | our Audit Committee Charter |
| • | our Compensation Committee Charter |
| • | our Nominating and Governance Committee Charter |
| • | our Compliance Committee Charter |
| • | our Corporate Governance Guidelines |
| • | our Code of Business Conduct and Ethics |
| • | our Anti-Corruption Policy |
| • | our Reporting and Non-Retaliation Policy |
| • | our Policy on Corporate Political Contributions and Expenditures |
Copies of each of these documents are available on our website at https://investor.sands.com by clicking on “Governance Documents” within the “Governance” section. Copies are also available without charge by sending a written request to the following address: Investor Relations, Las Vegas Sands Corp., 3883 Howard Hughes Parkway, Suite 550, Las Vegas, Nevada 89169.
CORPORATE GOVERNANCE GUIDELINES
We have adopted Corporate Governance Guidelines for our Company that set forth the general principles governing the conduct of the Company’s business and the role, functions, duties and responsibilities of the Board, including, but not limited to, such matters as composition, membership criteria, orientation and continuing education, retirement, committees, compensation, meeting procedures, annual evaluation and management succession planning.
CODE OF BUSINESS CONDUCT AND ETHICS
We have a Code of Business Conduct and Ethics that applies to all of the Company’s directors, officers (including the principal executive officer, principal financial officer and principal accounting officer), Team Members and agents. The Code of Business Conduct and Ethics establishes policies and procedures the Board believes promote the highest standards of integrity, compliance with the law and personal accountability. The Company’s Code of Business Conduct and Ethics is provided to all new directors, officers and Team Members.
ANTI-CORRUPTION POLICY
We have adopted an Anti-Corruption Policy to ensure the hospitality and business development practices of all of our operations anywhere in the world are fully consistent with applicable record keeping and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the Sarbanes-Oxley Act of 2002. The Anti-Corruption Policy is provided to all new directors, officers and Team Members.
REPORTING AND NON-RETALIATION POLICY
We have adopted a Reporting and Non-Retaliation Policy to facilitate and encourage the reporting of any misconduct at the Company, including violations or potential violations of our Code of Business Conduct and Ethics, and to ensure those reporting such misconduct will not be subject to harassment, intimidation or other retaliatory action. The Reporting and Non-Retaliation Policy is provided to all new directors, officers and Team Members.
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CORPORATE GOVERNANCE
POLICY ON CORPORATE POLITICAL CONTRIBUTIONS AND EXPENDITURES
We have adopted a Policy on Corporate Political Contributions and Expenditures to govern corporate political contributions and other campaign expenditures by the Company and its majority-owned subsidiaries in order to ensure compliance with rules, regulations and standards governing the Company’s interaction with government officials.
RELATED PARTY TRANSACTIONS
We have established policies and procedures for the review, approval and/or ratification of related party transactions. Under its charter, the Audit Committee approves all related party transactions required to be disclosed in our public filings. Under guidelines established by our Audit Committee, proposed transactions and matters requiring approval under our policies with aggregate values of less than $120,000 per year are presented to the Audit Committee quarterly for review. Larger transactions are presented to the Audit Committee for review, discussion and approval in advance of the transaction. The Audit Committee may, in its discretion, request additional information from the director or executive officer involved in a proposed transaction or from management prior to granting approval for a related party transaction.
NOMINATION OF DIRECTORS
The Nominating and Governance Committee proposed to the Board the candidates nominated for election at this annual meeting. The Nominating and Governance Committee, in making its selection of director candidates, considered the appropriate skills and personal characteristics required in light of the then-current makeup of the Board and in the context of the perceived needs of the Company at the time.
The Nominating and Governance Committee considers a number of factors in selecting director candidates, including:
| • | the ethical standards and integrity of the candidate in personal and professional dealings; |
| • | the independence of the candidate under legal, regulatory and other applicable standards; |
| • | the diversity of the existing Board, so that a body of directors from diverse backgrounds (including professional experience, expertise, race, ethnicity, gender, age and cultural background) is maintained; |
| • | whether the skills and experience of the candidate will complement the skills and experience of the existing members of the Board; |
| • | the number of other public company boards on which the candidate serves or intends to serve, with the expectation the candidate would not serve on the boards of more than three other public companies; |
| • | the ability and willingness of the candidate to dedicate sufficient time, energy and attention to ensure the diligent performance of their Board duties; |
| • | the ability of the candidate to read and understand fundamental financial statements and understand the use of financial ratios and information in evaluating the financial performance of the Company; |
| • | the willingness of the candidate to be accountable for their decisions as a director; |
| • | the ability of the candidate to provide wise and thoughtful counsel on a broad range of issues; |
| • | the ability and willingness of the candidate to interact with other directors in a manner that encourages responsible, open, challenging and inspired discussion; |
| • | whether the candidate has a history of achievements that reflects high standards; |
| • | the ability and willingness of the candidate to be committed to, and enthusiastic about, the individual’s performance as a director for the Company, both in absolute terms and relative to their peers; |
| • | whether the candidate possesses the courage to express views openly, even in the face of opposition; |
| • | the ability and willingness of the candidate to comply with the duties and responsibilities set forth in the Company’s Corporate Governance Guidelines and by-laws; |
| • | the ability and willingness of the candidate to comply with the duties of care, loyalty and confidentiality applicable to directors of publicly traded corporations organized in the Company’s jurisdiction of incorporation; |
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| • | the ability and willingness of the candidate to adhere to the Company’s Code of Business Conduct and Ethics, including the policies on conflicts of interest expressed therein; and |
| • | such other attributes of the candidate and external factors as the Board deems appropriate. |
The Nominating and Governance Committee will consider candidates recommended by directors and members of management and may, in its discretion, engage one or more search firms to assist in the recruitment of director candidates. Ms. Yibing Mao, who joined our Board in 2021, was recommended as a director nominee by one of our current directors.
When conducting searches for new directors, the Nominating and Governance Committee will take reasonable steps to include diverse candidates in the pool of nominees and any search firm engaged by the Nominating and Governance Committee will affirmatively be instructed to seek to include diverse candidates. Although the Nominating and Governance Committee does not assign specific weights to any particular criteria listed above, and no particular criterion is necessarily applicable to all prospective nominees, the Nominating and Governance Committee and the Board both have a strong commitment to creating and maintaining diversity on the Board.
The Nominating and Governance Committee does not have a formal policy for considering director candidates recommended by stockholders and believes the processes and procedures in place for identifying, evaluating and selecting board members is sufficiently robust and takes into account, among other factors, stockholder dialogue and feedback.
BOARD LEADERSHIP STRUCTURE
The Board believes Mr. Goldstein is best suited to serve as both its Chairman and Chief Executive Officer because he is most familiar with the Company’s businesses and industry and best able to establish strategic priorities for the Company. In coming to this conclusion, the Board considered its evaluation of Mr. Goldstein’s performance as Chief Executive Officer, his very positive relationships with other members of the Board and the strategic vision and perspective he has brought to the position of Chairman and Chief Executive Officer. The Board is uniformly of the view that Mr. Goldstein provides excellent leadership of the Board in the performance of its duties and that naming him as Chairman and Chief Executive Officer serves the best interest of stockholders.
The Board has not appointed an Independent Lead Director because the communication and decision-making among the Board with the current leadership structure has proved very effective. The Board will continue to periodically consider the need to appoint an Independent Lead Director.
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CORPORATE GOVERNANCE
THE BOARD’S ROLE IN RISK OVERSIGHT
The Board, directly and through its committees, is actively involved in the oversight of the Company’s risk management policies.
|
COMMITTEE |
RISK OVERSIGHT RESPONSIBILITIES | |
|
Audit Committee |
• oversees enterprise risk management, generally
• reviews and discusses with management the Company’s major financial risk exposures and the steps management has taken to monitor, control and manage these exposures, including the Company’s risk assessment and risk management guidelines and policies
• meets regularly with those members of management responsible for the Company’s information security program and its related priorities and controls
• receives updates on data security that include cybersecurity resilience and emerging trends, as well as progress toward key Company initiatives in this area | |
|
Compensation Committee |
• oversees the Company’s compensation policies to determine whether they create risks that are reasonably likely to have a material adverse effect on the Company | |
|
Compliance Committee |
• assists the Board in overseeing the Company’s compliance program, including compliance with the laws and regulations applicable to the Company’s business and compliance with the Company’s Code of Business Conduct and Ethics and other policies | |
|
Nominating and Governance Committee |
• oversees the Company’s ESG risk by reviewing and assessing the Company’s ESG goals, policies and programs
• assists the Board in overseeing succession plans for the Company’s senior management | |
The Audit Committee, the Compensation Committee, the Compliance Committee and the Nominating and Governance Committee receive reports from, and discuss these matters with, management and regularly report on these matters to the Board.
2021 EXECUTIVE COMPENSATION RISK ASSESSMENT
The Compensation Committee has evaluated the Company’s compensation structure from the perspective of enterprise risk management and the terms of the Company’s compensation policies generally, and believes the Company’s compensation policies and practices do not provide incentives for Team Members to take inappropriate business risks or risks reasonably likely to have a material adverse effect on the Company. Under their employment agreements, the named executive officers are eligible for bonuses and equity-based awards, up to a target percentage of their respective base salaries, based on the achievement of predetermined performance criteria established by the Compensation Committee. During 2021, the Company did not meet the predetermined performance criteria; as a result, the named executive officers did not receive bonus payments for 2021. The Compensation Committee’s active oversight of payouts under our annual short-term incentive program and equity-based compensation awards to executives, the discretionary nature of the Team Member bonuses, and the weighing of financial and individual performance factors means there may not be any direct correlation between any particular action by a Team Member and the Team Member’s receipt of a bonus. In addition, bonus payouts are capped at 200% for the Chairman and CEO and President and COO and 125% for our other named executive officers, and all Team Members eligible to receive bonuses are subject to our forfeiture of improperly received compensation policy.
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MEETINGS IN EXECUTIVE SESSION AND PRESIDING NON-MANAGEMENT DIRECTOR
In accordance with applicable rules of the NYSE and the Company’s Corporate Governance Guidelines, the Board has adopted a policy to meet at each regularly scheduled Board meeting in executive session without management directors or any members of the Company’s management being present. In addition, the Board’s independent directors meet at least once each year in executive session. At each executive session, a presiding director chosen by a majority of the directors present presides over the session.
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
Stockholders and interested parties who wish to contact our Board, the Chairman of the Board, the presiding non-management director of executive sessions or any individual director are invited to do so by writing to:
Board of Las Vegas Sands Corp.
c/o Corporate Secretary
3883 Howard Hughes Parkway, Suite 550
Las Vegas, Nevada 89169
Complaints and concerns relating to our accounting, internal control over financial reporting or auditing matters should be communicated to the Audit Committee using the procedures described below. All other stockholder and other communications addressed to our Board will be referred to our presiding non-management director of executive sessions and tracked by the Corporate Secretary. Stockholder and other communications addressed to a particular director will be referred to that director.
STOCKHOLDER COMMUNICATIONS WITH THE AUDIT COMMITTEE
Complaints and concerns relating to our accounting, internal control over financial reporting or auditing matters should be communicated to the Audit Committee, which consists solely of non-employee directors. Any such communication may be anonymous and may be reported to the Audit Committee through the Office of the General Counsel by writing to:
Las Vegas Sands Corp.
c/o Audit Committee of the Board of Directors
3883 Howard Hughes Parkway, Suite 550
Las Vegas, Nevada 89169
Attention: Office of the General Counsel
All communications will be reviewed under Audit Committee direction and oversight by the Office of the General Counsel, the Audit Services Group, which performs the Company’s internal audit function, or such other persons as the Audit Committee determines to be appropriate. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review. Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee. The Office of the General Counsel will prepare a periodic summary report of all such communications for the Audit Committee.
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This section contains certain information about our current executive officers, including their names and ages (as of the mailing of these proxy materials), positions held and periods during which they have held such positions. There are no arrangements or understandings between our officers and any other person pursuant to which they were selected as officers.
| NAME |
AGE | TITLE | ||
| Robert G. Goldstein |
66 | Chairman and Chief Executive Officer | ||
| Patrick Dumont |
47 | President and Chief Operating Officer | ||
| Randy Hyzak |
52 | Executive Vice President and Chief Financial Officer | ||
| D. Zachary Hudson |
42 | Executive Vice President, Global General Counsel and Secretary | ||
On January 26, 2021, the Board appointed Mr. Goldstein as Chairman and Chief Executive Officer, Mr. Dumont as President and Chief Operating Officer and Mr. Hyzak as Executive Vice President and Chief Financial Officer. Mr. Goldstein had been appointed Acting Chairman and Acting Chief Executive Officer on January 7, 2021, when Mr. Adelson, our Chairman of the Board, Chief Executive Officer and Treasurer at the time, took a medical leave of absence. Mr. Adelson passed away on January 11, 2021.
For background information on Messrs. Goldstein and Dumont, please see “Board of Directors Nominees.”
Mr. Hyzak has been our Company’s Executive Vice President and Chief Financial Officer since January 26, 2021 and was our Senior Vice President and Chief Accounting Officer since March 2016, when he joined the Company. Prior to joining our Company, Mr. Hyzak served as vice president and chief accounting officer at Freescale Semiconductor, Inc., a global semiconductor company, from February 2009 to March 2016, and served in other finance and accounting leadership capacities there, including as corporate controller. Prior to joining Freescale in February 2005, Mr. Hyzak was a senior manager with the public accounting firm Ernst & Young LLP where he primarily served large global Fortune 500 clients working in its assurance and advisory services practice from 1994 through early 2005.
Mr. Hudson has been our Company’s Executive Vice President, Global General Counsel and Secretary since September 2019. Prior to joining our Company, Mr. Hudson served as executive vice president, general counsel and corporate secretary for Afiniti, an applied artificial intelligence company, from April 2016 through September 2019, and was an associate and then counsel at Bancroft PLLC, a law firm, from November 2011 to April 2016. Mr. Hudson served as a law clerk to U.S. Supreme Court Chief Justice John Roberts from 2010 to 2011 and to Justice Brett Kavanaugh in the U.S. Court of Appeals for the D.C. Circuit from 2009 to 2010. Prior to attending law school, Mr. Hudson served in the United States Navy, on the USS Santa Fe, as Lieutenant – Assistant Engineer.
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COMPENSATION DISCUSSION AND ANALYSIS
The following discussion and analysis contains statements regarding Company performance objectives and targets. These objectives and targets are disclosed in the limited context of our compensation program and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.
This discussion supplements the more detailed information concerning executive compensation in the tables and narrative discussion that follow under “Executive Compensation and Other Information.” This Compensation Discussion and Analysis section discusses our compensation philosophy and objectives and the compensation policies and programs for the following individuals who are referred to as our “named executive officers” for 2021:
| ∎ | ∎ | ∎ | ∎ | ∎ | ||||
|
SHELDON G. ADELSON(1) Former Chairman, Chief |
ROBERT G. GOLDSTEIN(2) Chairman and |
PATRICK DUMONT(3) President and |
RANDY HYZAK(4) Executive
Vice |
D. ZACHARY HUDSON Executive Vice
President, | ||||
| (1) | Mr. Adelson passed away January 11, 2021. |
| (2) | Mr. Goldstein was appointed as our Acting Chairman and Acting Chief Executive Officer on January 7, 2021 and as our President and Chief Executive Officer on January 26, 2021. |
| (3) | Mr. Dumont was appointed as our President and Chief Operating Officer on January 26, 2021. |
| (4) | Mr. Hyzak was appointed as our Executive Vice President and Chief Financial Officer on January 26, 2021. |
In fiscal 2021, our financial performance was significantly impacted by the challenges faced in each of our operating jurisdictions as a result of the COVID-19 Pandemic. During this time, a key focus has been the safety and well-being of our Team Members and patrons, and on supporting the communities in which we operate. Despite the challenges caused by the COVID-19 Pandemic, we have continued to execute on our long-term strategic objective of growing the business by investing in capital projects we believe will produce a high return on invested capital in our industry-leading Integrated Resorts in Macao and Singapore. The key accomplishments by our senior management team during 2021 include:
| • | Navigating the COVID-19 Pandemic while fully supporting our Team Members by forgoing furloughs and layoffs and maintaining steady paychecks and health benefits; |
| • | Opened The Londoner Macao Hotel and Londoner Court as major steps in the $2.2 billion renovation, expansion and rebranding of Sands Cotai Central into The Londoner Macao; |
| • | Designing, programming and initiating capital expenditures in the existing Marina Bay Sands building that will significantly enhance the suite and bedroom accommodation product and the appeal to premium customers of the property over the next two years; |
| • | Executing an agreement for the sale of our Las Vegas operations and assets for an aggregate purchase price of ~$6.25 billion (the sale was consummated in February 2022); |
| • | Disaggregating Las Vegas Sands corporate systems from our Las Vegas operating assets and acquiring standalone corporate offices to satisfy the long-term requirements of the Company; and |
| • | Mitigating the COVID-19 Pandemic’s impact on our liquidity through the issuance in September 2021 of $1.95 billion of SCL’s senior unsecured notes, extending our debt maturity profile and lowering our blended cost of debt. |
The Company’s 2021 financial performance results include:
| $4.23B | Consolidated Net Revenue |
$1.47B | Consolidated Net Loss From Continuing Operations |
$786M | Consolidated Adjusted Property EBITDA(1) | |||||
| (1) | Refer to Annex A, which includes a reconciliation of non-GAAP consolidated adjusted property EBITDA to net loss from continuing operations. |
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COMPENSATION DISCUSSION AND ANALYSIS
— 2021 DEVELOPMENTS IN PAY FOR PERFORMANCE
— OBJECTIVES OF OUR EXECUTIVE COMPENSATION PROGRAM
We design our executive compensation program to drive the creation of long-term stockholder value. We do this by tying compensation to the achievement of performance goals that promote creation of stockholder value and by designing compensation to attract and retain high-caliber executives in a competitive market for talent.
Our executive compensation program is overseen by the Compensation Committee, which has developed the program to accomplish the following primary objectives:
| • | Attract and retain key executive talent to support the Company’s strategic growth priorities and culture; |
| • | Maximize long-term stockholder value through alignment of the compensation and interests of the executive officers with those of our stockholders, including by granting equity-based compensation in the form of restricted stock units and stock options that incentivize growing our business in ways that drive stock price appreciation over the long term; |
| • | Reward the executive officers by aligning their compensation with the achievement of Company financial objectives and their individual performance goals with our strategic objectives; |
| • | Incentivize the accomplishment of key operational objectives by incorporating performance criteria beyond stock price appreciation into our one-time performance-based stock option grants; and |
| • | Promote good corporate citizenship in our executive officers. |
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— ELEMENTS OF EXECUTIVE OFFICER COMPENSATION
Annual Compensation Mix
|
|
|
The above annual compensation mix is based on the employment agreements entered into by each named executive officer in 2021 and reflects the following:
| • | Target annual incentive denotes annual cash bonus and assumes “at target” achievement of goals; |
| • | Excludes one-time sign-on equity grants received as part of the new employment agreement; |
| • | Excludes one-time stock options provided in December 2021; and |
| • | Excludes benefits such as security, personal aircraft usage and health coverage. |
The amounts represented above are the contractual annual amounts pursuant to the new employment agreements. Actual amounts earned may differ for the year.
In 2021, the principal components of total direct compensation and their key objectives for the named executive officers are set forth below:
| • | Base Salary is set by the Compensation Committee in employment agreements to reflect job responsibilities and to provide competitive fixed pay to balance performance-based compensation. |
| • | Annual Cash Bonus is structured to align to our global financial execution with adjusted property EBITDA targets established annually by the Compensation Committee, taking into consideration the annual budget approved by the Board. The targets are designed to encourage the continuation of our investment and development initiatives and increase stockholder returns. |
| • | Annual Equity Awards are granted by the Compensation Committee to provide incentives to create and sustain longer-term growth in stockholder value and are structured to align to our global financial execution with adjusted property EBITDA targets established annually by the Compensation Committee, taking into consideration the annual budget approved by the Board. From time to time in its discretion, the Compensation Committee may also approve one-time equity grants. |
| • | Personal Benefits are provided to allow our executives to effectively and efficiently focus on their Company roles and responsibilities. |
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COMPENSATION DISCUSSION AND ANALYSIS
— THE PROCESS OF SETTING EXECUTIVE COMPENSATION
We have entered into employment agreements with Messrs. Goldstein, Dumont, Hyzak and Hudson. The employment agreements provide the overall framework for the compensation for these named executive officers, including base salary, target bonus amounts and equity-based awards. The Compensation Committee approved the compensation packages for Messrs. Goldstein, Dumont, Hyzak and Hudson at the time we entered into their respective employment agreements and any amendments thereto and approved all bonuses and equity awards granted during the terms of these agreements.
The Compensation Committee believes that most of the compensation for named executive officers should be at risk and tied to a combination of short-term Company performance and long-term stockholder value creation. As indicated above, 84% and 77% of the compensation of Mr. Goldstein and our named executive officers, respectively, varies with either short-term or long-term Company performance. In establishing a mix of fixed and variable compensation, the Compensation Committee seeks to maintain its goal of making the majority of compensation tied to performance, while also affording compensation opportunities that, in success, would be competitive with alternatives available to the executive.
The Compensation Committee believes at-risk compensation provides the executive officers with clear objectives to meet annual financial targets and to continue the historical execution of our strategic objectives of growing our operations by continued investment in our Integrated Resort properties and increasing returns to stockholders, while also aligning the equity component of compensation to the creation of long-term stockholder value. Specifically, the Compensation Committee believes that granting equity-based compensation in the form of restricted stock units and stock options incentivizes management to continue to grow our business in ways that drive stock price appreciation over the long term.
Due to the material negative impact that the COVID-19 Pandemic had on our operating results in 2021, our named executive officers did not receive any at-risk compensation related to the 2021 fiscal year. This was also the case in 2020.
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In order to further align the compensation of our named executive officers, recognizing there were no payouts under our management incentive compensation programs for either 2020 or 2021, and after considering input from Korn Ferry (the Compensation Committee’s independent compensation consultant), the Compensation Committee granted performance-based stock options to Messrs. Goldstein, Dumont, Hyzak and Hudson in December 2021 outlined as below:
The specified ESG initiatives are: (a) obtaining LEED certification of our new standalone Las Vegas corporate offices; (b) completion of a review of our hiring and compensation practices; and (c) completion of the identification and definition of diversity, equity and inclusion principles for our SCL and MBS subsidiaries.
Upon certain limited qualifying terminations of employment (i.e., termination without cause or for good reason), any unvested options will remain outstanding and eligible to vest subject to the achievement of three out of the four key performance objectives. To avoid windfall scenarios, the performance-based stock options do not contain retirement protections and always require satisfaction of the performance objectives.
The Compensation Committee believes these one-time performance-based stock options create direct alignment between our executive officers and our stockholders and provide critical incentive and retention value with respect to our executive officers given the negative impact of the COVID-19 Pandemic on other significant elements of our executive officer compensation program over the past two fiscal years.
Our executive compensation program reflects many best practices:
| WHAT WE DO |
|
WHAT WE DO NOT DO | ||||||
| ✓ |
Provide the opportunity for stockholders to vote on the advisory “say-on-pay” proposal on an annual basis |
|
|
No supplemental executive retirement plans | ||||
| ✓ |
Maintain a clawback policy for our cash and equity incentive awards |
|
|
No guaranteed bonuses | ||||
| ✓ |
Utilize short-term and long-term performance-based incentives/measures |
|
|
No repricing of stock options | ||||
| ✓ |
Fully disclose our incentive plan performance measures |
|
|
No “golden parachute” excise tax gross ups | ||||
| ✓ |
Align our executive compensation structure with the interests of our stockholders |
|
|
No “single-trigger” vesting or benefits solely upon the occurrence of a change in control | ||||
| ✓ |
A majority of executive compensation is at-risk and is tied to the Company’s performance |
|
|
| ||||
| ✓ |
Retain an independent executive compensation consultant |
|
|
| ||||
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COMPENSATION DISCUSSION AND ANALYSIS
— MAJOR ELEMENTS OF EXECUTIVE OFFICER COMPENSATION
The major elements of compensation for our executive officers and details regarding how each component was determined are described below.
Base Salary
Base salary levels for the named executive officers are set forth in their respective employment agreements. The base salary amounts were determined at the time we entered into the various employment agreements based on each individual’s professional experience and scope of responsibilities within our organization, compensation levels for others holding similar positions in other organizations and compensation levels for senior executives at the Company. Upon the effectiveness of his appointment as Chairman and Chief Executive Officer on January 26, 2021, Mr. Goldstein’s annual base salary was decreased from $4.5 million to $3.0 million as part of our effort to ensure that most of his compensation should be “at-risk.” Upon the effectiveness of his appointment as President and Chief Operating Officer on January 26, 2021, Mr. Dumont’s annual base salary was increased from $1.2 million to $2.5 million to reflect his increased level of seniority and responsibility.
Short-term Incentives (Cash Bonus)
For 2021, our named executive officers were eligible for short-term performance-based cash incentives under their employment agreements, subject to the Company’s Executive Cash Incentive Plan. The Executive Cash Incentive Plan establishes a program of short-term incentive compensation awards for executive officers and other key executives that is directly related to our performance results. Due to the material negative impact that the COVID-19 Pandemic had on our operating results in 2021, our named executive officers did not receive any short-term performance-based cash incentives related to the 2021 fiscal year. This was also the case in 2020.
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. Goldstein, Dumont, Hyzak and Hudson, the Compensation Committee determined the 2021 EBITDA-based performance target to be based on the Company’s consolidated adjusted property EBITDA for the year ended December 31, 2021, adjusted to add back corporate expense and exclude the Management Incentive Program (described below) bonus accrual. Adjusted property EBITDA is used to measure the operating performance of our properties compared to those of our competitors. This metric establishes our ability to pay dividends, support the continued investment in our existing properties and future development projects, and our ability to return capital to stockholders through our share repurchase program.
Under their employment agreements, Messrs. Goldstein, Dumont, Hyzak and Hudson are eligible to receive discretionary bonuses under the Company’s Management Incentive Program, subject to the Executive Cash Incentive Plan. The Management Incentive Program, which has been implemented by the Compensation Committee pursuant to the Company’s Executive Cash Incentive Plan, is the Company’s bonus program whose participants also include many of the Company’s Team Members. Under the Company’s 2021 Management Incentive Program, the Company must achieve at least 85% of the predetermined EBITDA-based performance target in order for Messrs. Goldstein, Dumont, Hyzak and Hudson to be eligible to receive annual bonuses. Their bonus payment amounts can be up to 115% of their respective target awards.
The Compensation Committee may subsequently approve additional discretionary items to be taken into account when determining the actual performance achieved during the period for purposes of determining the financial achievement percentage of the predetermined EBITDA-based performance targets. When determining the 2021 actual EBITDA-based performance for Messrs. Goldstein, Dumont, Hyzak and Hudson, the Compensation Committee approved adjustments for the impact of certain variances in table games’ win percentages (hold normalization) and foreign exchange rate fluctuations between the U.S. dollar and Singapore dollar.
In determining the 2021 EBITDA-based performance targets, the Compensation Committee’s goal was to set an aggressive objective based on its review of the annual budget information provided by management and the Board’s discussions with our executive officers and management about the assumptions underlying the 2021 budget and the Company’s operating and development plans for 2021. The Compensation Committee believes that achievement of the 2021 performance target would have required Messrs. Goldstein, Dumont, Hyzak and Hudson to perform at a high level to earn the target bonus payment.
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The Compensation Committee established a 2021 predetermined EBITDA-based performance target for Messrs. Goldstein, Dumont, Hyzak and Hudson of $1.44 billion. As mentioned above, due to the impact of the COVID-19 Pandemic, the Company did not achieve the minimum predetermined EBITDA-based performance targets. As a result, no annual cash incentive bonus payments were made to our named executive officers for 2021.
| No annual short-term incentives paid to NEOs in 2021. |
Long-term Incentives (Equity Awards)
Messrs. Goldstein, Dumont, Hyzak and Hudson are eligible for long-term equity incentives under the Company’s Amended and Restated 2004 Equity Award Plan, which is administered by the Compensation Committee and was created to allow us to attract, retain and motivate Team Members and to enable us to provide incentives directly related to increases in our stockholder value. The employment agreements for Messrs. Goldstein, Dumont, Hyzak and Hudson provided for sign-on equity incentive awards in the form of restricted stock units and also provide for annual grants of equity incentive awards in the form of restricted stock units subject to meeting certain EBITDA-based performance criteria. The actual amount of annual grants of equity incentive awards is determined by the Compensation Committee in its sole discretion. The Compensation Committee believes that providing such long-term equity incentives:
| • | align 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 |
| • | promotes retention of our executive officers. |
For 2021, our named executive officers did not receive the annual grants of equity incentive awards in the form of restricted stock units as the Company did not meet the minimum EBITDA-based performance targets.
Given there were no payouts under our management incentive compensation programs (including short-term and long-term incentives) for either 2020 or 2021, and after considering input from Korn Ferry, the Compensation Committee elected to grant performance-based stock options to Messrs. Goldstein, Dumont, Hyzak and Hudson in December 2021 that vest in equal annual installments on each of the first three anniversaries of the grant date, subject to (i) the achievement of three out of four key performance objectives on or prior to December 31, 2022 and (ii) continued employment on each annual vesting date. If the key performance objectives are not achieved on or prior to December 31, 2022, the performance-based stock options will terminate and be forfeited effective as of December 31, 2022. The four key performance objectives include: (1) completion of the sale of our Las Vegas operations and assets by June 30, 2022, (2) extension or renewal of our Macao casino concession by December 31, 2022, (3) completion of The Londoner Macao by June 30, 2022, and (4) completion of the following ESG initiatives: (x) obtaining LEED certification of our new standalone Las Vegas corporate offices, (y) completion of a review of our hiring and compensation practices and (z) completion of the identification and definition of diversity, equity and inclusion principles for our SCL and MBS subsidiaries. Upon certain limited qualifying terminations of employment (i.e., termination without cause or for good reason), any unvested options will remain outstanding and eligible to vest subject to the achievement of three out of the four key performance objectives. The Compensation Committee determined that each of these four goals would have a meaningful impact on shareholder value, and that setting the achievement target at three out of the four goals provides management with sufficient flexibility to appropriately manage the Company and pursue achievable goals in an operating environment, which continues to be impacted by the COVID-19 Pandemic. To avoid windfall scenarios, the performance-based stock options do not contain retirement protections and always require satisfaction of the performance objectives. The Compensation Committee believes that these one-time performance-based stock options create direct alignment between our executive officers and our stockholders and provide critical incentive and retention value with respect to our executive officers given the negative impact of the COVID-19 Pandemic on other significant elements of our executive officer compensation program over the past two fiscal years. Additionally, in connection with our NEO’s new employment agreements, in 2021 the Compensation Committee granted each of our NEOs a one-time award of restricted stock units, which will vest ratably on each of the first three anniversaries of the grant date, subject to the applicable NEO’s continued employment as of the applicable vesting date.
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COMPENSATION DISCUSSION AND ANALYSIS
For more information about equity incentive awards, see “— Executive Compensation Related Policies and Practices — Grant Practices for Stock Options, Restricted Stock and Restricted Stock Units” and “Executive Compensation and Other Information — Employment Agreements.” Grants made during 2021 are included in the 2021 Grants of Plan-Based Awards Table.
| No annual long-term incentives awarded to NEOs in 2021. |
Personal Benefits
We provide all of our eligible Team Members with personal benefits so that they can focus on performing their duties and responsibilities for the Company, which include:
| • | Healthcare: medical/prescription, dental, vision, short-term disability, life and accidental death and disability insurance options at no premium cost, and free flu vaccinations, health screening and other support for both physical and mental health; |
| • | Retirement benefits: retirement planning programs, which may include contributions from the Team Member as well as matching from the employer (although the matching element was suspended throughout 2021); |
| • | Subsidized child care programs, including access to onsite centers in Las Vegas; |
| • | Paid parental leave for new parents in Singapore and Macao; |
| • | Tuition reimbursement for certain educational expenses; and |
| • | On-site provision of meals. |
In addition to the health, welfare and retirement programs generally available to all of our eligible Team Members, we provide our named executive officers with certain other personal benefits, each of which the Compensation Committee believes are reasonable and in the best interest of the Company and our stockholders, including:
| • | participating in a supplemental medical expense reimbursement program (in which other members of senior management—but not all Team Members—also participate); |
| • | utilization of Company personnel, facilities and services on a limited basis, subject to the receipt of appropriate approvals and reimbursement to the Company; and |
| • | use of Company-owned aircraft for business and personal travel, subject to appropriate approvals. |
We also pay for the cost of security services for Mr. Goldstein and Mr. Dumont. These security measures were provided for the benefit of the Company and based on the advice of an independent security consultant. In connection with the aforementioned security concerns, Mr. Goldstein and his spouse, and Mr. Dumont and his immediate family members utilize as described herein Company-owned or -managed aircraft for personal travel. Mr. Goldstein and Mr. Dumont recognize taxable income for any personal aircraft usage by Mr. Goldstein or his spouse, and by Mr. Dumont and his immediate family, for which each receives a tax reimbursement from the Company for such personal aircraft usage.
Refer to “Employment Agreements” for additional details on eligible perquisites for each of our named executive officers under their respective employment agreements, and “Executive Compensation and Other Information — All Other Compensation” for the cost of providing such perquisites during 2021.
Employment Agreements
Messrs. Goldstein, Dumont, Hyzak and Hudson are employed pursuant to multi-year employment agreements that reflect the individual negotiations with each of them. We use multi-year employment agreements to foster retention and succession planning, to be competitive and to protect the business with restrictive covenants, such as non-competition, non-solicitation and confidentiality provisions. The employment agreements provide for severance pay in the event of the involuntary termination of the executive’s employment without cause (or, where applicable, termination for good reason), which allows these executives to remain focused on the Company’s interests and, where applicable, serves as consideration for the restrictive covenants in their employment agreements.
In March 2021, we entered into new or amended employment agreements with each of Messrs. Goldstein, Dumont, Hyzak and Hudson. Changes to the compensation of our executive officers, and their role and title (except for Mr. Hudson) reflect the implementation of the previous discussed succession plan in 2021. The new or amended employment agreements were implemented to reflect: (i) new roles and responsibilities for certain executives and (ii) stockholder feedback regarding certain components of our previous employment agreements.
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Employment agreement terms and compensation for our executive officers are summarized as follows:
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MR. GOLDSTEIN | ||
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Employment Agreement |
• Effective as of January 26, 2021
• Terminates on March 1, 2026
The Compensation Committee considered factors including Mr. Goldstein’s position as the Company’s Chief Executive Officer, his tenure at the Company, his business experience and knowledge of the Company’s industry, as well as recommendations and advice from Korn Ferry (the Compensation Committee’s independent compensation consultant), and, based on these factors and discussions with Korn Ferry, the Compensation Committee determined that the terms of Mr. Goldstein’s new employment agreement were fair to the Company.
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Salary |
Mr. Goldstein’s base salary is $3,000,000, pursuant to his employment agreement. Mr. Goldstein’s base salary was decreased from $4,500,000 prior to his entry into the employment agreement to $3,000,000 as part of our effort to ensure that most of his compensation should be “at-risk.”
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Short-Term |
Under his employment agreement, Mr. Goldstein has a target bonus opportunity of 200% of his base salary, or $6,000,000, subject to his achievement of performance criteria established by the Compensation Committee.
The bonus is payable at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The actual bonus payout is determined by the Compensation Committee.
Due to the impact of the COVID-19 Pandemic, the Company did not achieve the minimum predetermined EBITDA-based performance targets for 2021. As a result, Mr. Goldstein did not receive a bonus for 2021.
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Long-Term |
Mr. Goldstein received a one-time initial award of 150,000 restricted stock units (“RSU”s) in connection with his new 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.
Mr. Goldstein did not receive the annual RSU grant for 2021 as the Company did not meet the minimum EBITDA-based performance target.
Due to the impact of the COVID-19 Pandemic, our named executive officers have not received a bonus for 2020 or 2021. To address the retention and incentive concerns for our named executive officers, the Compensation Committee approved a one-time performance-based stock option grant. As a result, on December 3, 2021, Mr. Goldstein received options to purchase 2,000,000 shares of our Common Stock that vest annually over three years. The vesting of these options is subject to Mr. Goldstein’s continued employment and meeting certain performance objectives by December 31, 2022. If the performance conditions are not achieved, the options will terminate on December 31, 2022.
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Personal Benefits* |
Mr. Goldstein is entitled to:
• Security services and utilization of Company-owned jet aircraft for business and personal purposes for the benefit of the Company at the Company’s expense, and pursuant to the advice of an independent security consultant and the approval of the Compensation Committee.
• At his election, first class travel on commercial airlines for all business trips and first class hotel accommodations.
• Mr. Goldstein is eligible to receive an income tax gross up for the foregoing benefits if they are determined to be taxable income to him.
The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Goldstein is required to reimburse the Company in full for these services.
Mr. Goldstein participates in a group supplemental medical insurance program available to certain of our senior officers.
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COMPENSATION DISCUSSION AND ANALYSIS
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MR. DUMONT | ||
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Employment |
• Effective as of January 26, 2021
• Terminates on March 1, 2026
The Compensation Committee considered factors including Mr. Dumont’s position as the Company’s President and Chief Operating Officer, his tenure at the Company, his business experience and knowledge of the Company’s industry, as well as recommendations and advice from Korn Ferry, and, based on these factors and discussions with Korn Ferry, the Compensation Committee determined that the terms of Mr. Dumont’s new employment agreement were fair to the Company.
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Salary |
Mr. Dumont’s base salary is $2,500,000, pursuant to his employment agreement. Mr. Dumont’s annual base salary was increased from $1,200,000 prior to his entry into the employment agreement to $2,500,000 to reflect his increased level of seniority and responsibility.
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Short-Term 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.
Due to the impact of the COVID-19 Pandemic, the Company did not achieve the minimum predetermined EBITDA-based performance targets for 2021. As a result, Mr. Dumont did not receive a bonus for 2021.
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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 new 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.
Mr. Dumont did not receive the annual RSU grant for 2021 as the Company did not meet the minimum EBITDA-based performance target.
Due to the impact of the COVID-19 Pandemic, our named executive officers have not received a bonus for 2020 or 2021. To address the retention and incentive concerns for our named executive officers, the Compensation Committee approved a one-time performance-based stock option grant. As a result, on December 3, 2021, Mr. Dumont received options to purchase 1,500,000 shares of our Common Stock that vest annually over three years. The vesting of these options is subject to Mr. Dumont’s continued employment and meeting certain performance objectives by December 31, 2022. If the performance conditions are not achieved, the options will terminate on December 31, 2022.
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Personal Benefits* |
Mr. Dumont is entitled to:
• Security services and utilization of Company-owned jet aircraft for business and personal purposes, for the benefit of the Company at the Company’s expense, and pursuant to the advice of an independent security consultant and the approval of the Compensation Committee.
• At his election, first class travel on commercial airlines for all business trips and first class hotel accommodations.
• Mr. Dumont is eligible to receive an income tax gross up for the foregoing benefits if they are determined to be taxable income to him.
The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Dumont is required to reimburse the Company in full for these services.
Mr. Dumont participates in a group supplemental medical insurance program available to certain of our senior officers.
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MR. HYZAK | ||
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Employment |
• Effective as of January 26, 2021
• Terminates on March 1, 2026
The Compensation Committee considered factors including Mr. Hyzak’s finance background and experience with the Company, as well as recommendations and advice from Korn Ferry, when approving his employment agreement, and, based on these factors and discussions with Korn Ferry, the Compensation Committee determined that the terms of Mr. Hyzak’s new employment agreement were fair to the Company.
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Salary |
Mr. Hyzak’s base salary is $1,200,000, pursuant to his employment agreement.
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Short-Term |
Under his employment agreement, Mr. Hyzak has a target bonus opportunity of 125% of his base salary, or $1,500,000, subject to his achievement of performance criteria recommended by the Chief Executive Officer and established by the Compensation Committee.
The bonus is payable at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The actual bonus payout is determined by the Compensation Committee after consultation with the Company’s Chief Executive Officer.
Due to the impact of the COVID-19 Pandemic, the Company did not achieve the minimum predetermined EBITDA-based performance targets for 2021. As a result, Mr. Hyzak did not receive a bonus for 2021.
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Long-Term |
Mr. Hyzak received a one-time initial award of RSUs in an amount equal to 125% of his base salary, or $1,500,000, in connection with his new 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.
Mr. Hyzak did not receive the annual RSU grant for 2021 as the Company did not meet the minimum EBITDA-based performance target.
Due to the impact of the COVID-19 Pandemic, our named executive officers have not received a bonus for 2020 or 2021. To address the retention and incentive concerns for our named executive officers, the Compensation Committee approved a one-time performance-based stock option grant. As a result, on December 3, 2021, Mr. Hyzak received options to purchase 500,000 shares of our Common Stock that vest annually over three years. The vesting of these options is subject to Mr. Hyzak’s continued employment and meeting certain performance objectives by December 31, 2022. If the performance conditions are not achieved, the options will terminate on December 31, 2022.
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Personal |
The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Hyzak is required to reimburse the Company in full for these services.
Mr. Hyzak participates in a group supplemental medical insurance program available to certain of our senior officers.
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COMPENSATION DISCUSSION AND ANALYSIS
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MR. HUDSON | ||
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Employment |
• Originally effective as of September 30, 2019
• Amended effective March 1, 2021
• Terminates on March 1, 2026
The Compensation Committee considered factors including Mr. Hudson’s extensive legal background and experience, as well as recommendations and advice from Korn Ferry, when approving his amended employment agreement, and, based on these factors and discussions with Korn Ferry, the Compensation Committee determined that the terms of Mr. Hudson’s amended employment agreement were fair to the Company.
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Salary |
Mr. Hudson’s base salary is $1,100,000, pursuant to his amended employment agreement.
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Short-Term |
Under his amended employment agreement, Mr. Hudson has a target bonus opportunity of 125% of his base salary, or $1,375,000, subject to his achievement of performance criteria recommended by the Chief Executive Officer and established by the Compensation Committee.
The bonus is payable at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The actual bonus payout is determined by the Compensation Committee after consultation with the Company’s Chief Executive Officer.
Due to the impact of the COVID-19 Pandemic, the Company did not achieve the minimum predetermined EBITDA-based performance targets for 2021. As a result, Mr. Hudson did not receive a bonus for 2021.
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Long-Term |
Mr. Hudson received a one-time initial award of RSUs in an amount equal to 125% of his base salary, or $1,375,000, in connection with his new 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.
Mr. Hudson did not receive the annual RSU grant for 2021 as the Company did not meet the minimum EBITDA-based performance target.
Due to the impact of the COVID-19 Pandemic, our named executive officers have not received a bonus for 2020 or 2021. To address the retention and incentive concerns for our named executive officers, the Compensation Committee approved a one-time performance-based stock option grant. As a result, on December 3, 2021, Mr. Hudson received options to purchase 500,000 shares of our Common Stock that vest annually over three years. The vesting of these options is subject to Mr. Hudson’s continued employment and meeting certain performance objectives by December 31, 2022. If the performance conditions are not achieved, the options will terminate on December 31, 2022.
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Personal |
The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals.
Mr. Hudson is required to reimburse the Company in full for these services. Mr. Hudson participates in a group supplemental medical insurance program available to certain of our senior officers.
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| * | Personal Benefits: |
| • | The Compensation Committee believes providing these benefits to our executives is appropriate as it facilitates our executives’ performance of their duties. |
| • | For more information, see footnote (3) to the 2021 Summary Compensation Table under “Executive Compensation and Other Information.” |
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Change in Control and Termination Payments
The employment agreements with Messrs. Goldstein, Dumont, Hyzak and Hudson provide for payments and the continuation of benefits upon certain terminations of employment, including for Messrs. Goldstein, Dumont and Hyzak, upon certain terminations of employment within two years following a change in control of the Company. In addition, the employment agreements with Messrs. Goldstein, Dumont, Hyzak and Hudson include restrictive covenants relating to future employment. The Compensation Committee believes that eligibility to receive post-termination payments provides important retention incentives during what can be an uncertain time for executives. The eligibility to receive such payments also provides executives with additional monetary motivation to focus on and complete a transaction that the Board believes is in the best interests of our stockholders rather than to seek new employment opportunities.
Under their employment agreements, if any payments to our executive officers are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Code”), the payments that are considered to be “parachute payments” will be limited to the greatest amount that can be paid without causing any excise tax to be applied to the executive or loss of deduction to the Company, but only if, by reason of such reduction, the net after-tax benefit to them (as defined in their employment agreement) exceeds the net after-tax benefit if the reduction were not made.
The Company’s Amended and Restated 2004 Equity Award Plan was originally established in 2004 and amended most recently in 2019. The purpose of the plan is to provide a means through which the Company may attract able persons to enter and remain in the employ of the Company. The change in control provisions of the plan were designed in furtherance of this goal.
Further information about benefits upon certain terminations of employment (including following a change in control) are described under “Executive Compensation and Other Information — Potential Payments Upon Termination or Change in Control.”
— TAX AND ACCOUNTING CONSIDERATIONS RELATING TO EXECUTIVE COMPENSATION
Section 162(m) of The Internal Revenue Code
The Compensation Committee takes into account multiple considerations when determining the components of our executive compensation program, including the tax-deductibility of compensation. The Compensation Committee maintains the flexibility to pay non-deductible incentive compensation if it determines that doing so is in the best interest of the Company and our stockholders.
Section 162(m) of the Code generally disallows deductions for compensation paid to certain members of senior management in excess of $1 million per year. Historically, this deduction limitation did not apply to “performance-based” compensation as described in the regulations under Section 162(m) and our executive compensation program was generally designed to maximize tax deductibility by satisfying the performance-based compensation exception to Section 162(m).
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”). The Act made significant changes to the executive compensation deduction rules in Section 162(m) including the elimination of the historic exception for qualified “performance-based” compensation in determining the deductibility limitation. In addition, the Act provided the Section 162(m) deduction limitation will apply to annual compensation paid to an individual who served as the chief executive officer or chief financial officer at any time during the taxable year or one of the three highest compensated officers (other than the chief executive officer or chief financial officer) for the taxable year (collectively, the “covered employees”). Once an individual is a covered employee for a taxable year beginning after December 31, 2016, the individual is considered a covered employee for all future years, including after termination of employment and even after death. These changes effectively eliminated the opportunity to design executive compensation programs for our named executive officers on a go-forward basis that are tax-deductible in excess of $1 million per year.
The Act includes a transition relief rule under which the changes to Section 162(m) described above will not apply to compensation payable pursuant to a written binding contract that was in effect on November 2, 2017 and is not materially modified after that date. To the extent applicable to our existing arrangements, the Company may avail itself of this transition relief rule.
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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 believes the number of shares of the Company’s Common Stock owned by each executive officer is a personal decision and encourages stock ownership, including through the compensation policies applicable to its executive officers. Accordingly, the Company has not adopted a policy requiring its executive officers to hold a minimum amount of the Company’s Common Stock during their employment at the Company.
Under our securities trading policy, our officers, directors and Team Members are not permitted to hold our Common Stock in a margin account or pledge our Common Stock for a loan, sell our Common Stock short, buy or sell puts, calls or other derivative instruments relating to our Common Stock or enter into hedging or monetization transactions involving our Common Stock.
Forfeiture of Improperly Received Compensation Policy
The Board has adopted a forfeiture of improperly received compensation policy (the “Policy”), which applies to all Team Members of the Company and its affiliates eligible to receive a bonus, incentive or equity award based in whole or in part on financial performance measures. The Policy applies whenever (1) there is a restatement (as such term is defined in the Policy) and it results in a revision to one or more performance measures used to determine an annual bonus or other incentive or equity-based compensation paid or awarded to a Team Member in respect of the period(s) to which the restatement relates (the “relevant period”), (2) the relevant period commenced not more than three years prior to the time at which the need for the restatement is identified, (3) such revision results in a reduction in the amount or value of such bonus or other incentive or equity-based compensation and (4) such restatement is, in whole or in part, caused by the Team Member’s misconduct (“Misconduct,” as such term is defined in the Policy). The Board, or a designated Committee, may in its discretion require repayment and forfeiture of all or a portion of any bonus or incentive or equity-based compensation awarded to or received or earned by such Team Member in respect of the relevant period, generally to the extent such bonus or incentive or equity-based compensation exceeds the amount that would have been awarded, received or earned based on the revised performance measures. Whether a Team Member has engaged in Misconduct and the amount or value to be repaid and forfeited shall be determined at the sole discretion of the Board or a designated Committee.
Grant Practices for Stock Options, Restricted Stock and Restricted Stock Units
Grants of stock options, restricted stock and restricted stock units under our Amended and Restated 2004 Equity Award Plan are approved by the Compensation Committee or, for certain Team Members who are not directors or executive officers of the Company, approved jointly by our Chief Executive Officer and President and Chief Operating Officer pursuant to a specific delegation of authority from the Compensation Committee. Each member of the Compensation Committee is an independent director, a non-employee director within the meaning of Rule 16b-3 under the Exchange Act and an outside director within the meaning of Section 162(m). The exercise price of all stock options to purchase shares of our Common Stock is equal to the fair market value of our Common Stock on the grant date.
— ADVISORY VOTE ON EXECUTIVE COMPENSATION
At our 2021 annual meeting, our stockholders provided an advisory (non-binding) vote on the fiscal 2020 compensation of our named executive officers, which we refer to as the “say-on-pay” vote. The compensation of our named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC (including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in the proxy statement) was approved, with more than 70% of the votes cast voting “for” approval of the “say-on-pay” proposal.
The Compensation Committee acknowledges the lower than desired results of the “say-on-pay” vote in 2021 and the previous three years and, as a result, we are continuing to dialogue with our stockholders on this important issue. Specifically, during 2021, we engaged with representatives of the majority of our largest institutional stockholders to discuss specific concerns and solicit feedback in a number of areas, including our executive compensation structure. We value this important dialogue with stockholders on our executive compensation program design and we considered that dialogue as an important component of input as we designed the compensation packages for our executive officers completed in March 2021. We will continue to solicit input during 2022 from stockholders and will present the results of these discussions to our Compensation Committee. For additional details on the breadth of our stockholder engagement efforts during 2021, see “Stockholder Engagement” above.
We look forward to continuing the important and valuable dialogue with our stockholders regarding our executive compensation program structure and design.
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— THE COMMITTEE’S COMPENSATION CONSULTANTS
For 2021, the Compensation Committee retained AETHOS Consulting Group (“AETHOS”) as its independent compensation consultant. AETHOS provides its advice on an as-needed basis upon the request of the Compensation Committee. For a discussion of the analysis and recommendations provided by AETHOS with respect to our non-employee director compensation program for 2022, see “Director Compensation” below.
The Compensation Committee determined AETHOS to be independent under applicable SEC and NYSE rules, based on the Compensation Committee’s review of the services provided to the Company as described above and information provided by AETHOS, and concluded no conflict of interest exists that would prevent AETHOS from independently advising the Compensation Committee.
In early 2021, the Compensation Committee also retained Korn Ferry to provide updated benchmarking with respect to the appropriate level of compensation for our executive officers in connection with our recent leadership transition, as well as recommendations and advice with respect to our execution of new or amended employment agreements with each of our executive officers. As part of its competitive pay analysis, the Compensation Committee considered information provided by Korn Ferry that compared executive compensation levels for Messrs. Goldstein, Dumont, Hyzak and Hudson against the compensation levels of similarly-situated executives in comparable positions at our peer group companies, as identified by Korn Ferry and described below.
For purposes of these analyses, the Compensation Committee worked with Korn Ferry to identify two peer groups. The primary group (our “Primary Peer Group”) includes companies in the hospitality industry that compete with us for the same executive-level talent and are of similar size, complexity and scope and share other characteristics with us. The secondary group (our “Secondary Peer Group”) consists of a broader market group of companies that are included in FORTUNE magazine’s “World’s Most Admired Companies” list, meet specified size parameters, and earn approximately 50% or more of their revenues outside of the United States. Developing a Primary Peer Group and Secondary Peer Group allowed us to develop a broad set of comparables for Messrs. Goldstein and Hyzak and a combined set of comparables for Messrs. Dumont and Hudson (positions for which there were fewer publicly-disclosed direct matches than for the CEO and CFO positions).
Primary Peer Group
|
• ViacomCBS Inc. |
• 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. | |
|
• Live Nation Entertainment, Inc. |
• Hyatt Hotels Corporation | |
|
• Royal Caribbean Cruises Ltd. |
• Travel + Leisure Co. |
Secondary Peer Group
|
• Nike, Inc. |
• Newmont Corporation | |
|
• 3M Company |
• Lam Research Corporation | |
|
• Hewlett Packard Enterprise Company |
• Yum China Holdings, Inc.* | |
|
• Mondelēz International, Inc. |
• Fortive Corporation | |
|
• McDonald’s Corporation* |
• Wynn Resorts, Limited* | |
|
• Qualcomm Incorporated |
• Activision Blizzard, Inc. | |
|
• Colgate-Palmolive Company |
• Yum! Brands, Inc. | |
|
• The Estée Lauder Companies Inc. |
• Electronic Arts Inc. |
| * | Indicates that the company is also included in the Primary Peer Group. |
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COMPENSATION DISCUSSION AND ANALYSIS
To assess the competitiveness of our executive compensation program, the Compensation Committee analyzed compensation data obtained from the Primary and Secondary Peer Group proxy materials. As part of this process, the Compensation Committee measured our program’s competitiveness by comparing relevant market data against actual pay levels within each compensation component, and in the aggregate, for each executive officer position. As part of its assessment, the Compensation Committee determined that the current level of compensation for our executive officers was generally below market, based on a comparison of the total direct compensation provided to our executive officers against the total direct compensation provide by our peers to similarly-situated executives, especially with respect to the long-term incentive component of compensation. For purposes of updating our executive compensation programs, in order to retain and motivate our executive team, the Compensation Committee generally compared the target total direct compensation of each of our executive officers in relation to the 75th percentile of our peer companies for similar positions, with actual target total direct compensation recommendations ranging from the 50th to the 92nd percentile after consideration of various factors, including our performance relative to our peers, the unique characteristics of the Company and the individual executive’s position, and succession planning and retention considerations.
Korn Ferry also provided advice with respect to the structure and magnitude of the performance-based stock options granted to our named executive officers in December 2021.
The Compensation Committee determined Korn Ferry to be independent under applicable SEC and NYSE rules, based on the Compensation Committee’s review of the services provided to the Company as described above and information provided by Korn Ferry, and concluded no conflict of interest exists that would prevent Korn Ferry from independently advising the Compensation Committee.
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The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis contained in this Proxy Statement with management and, based on the review and discussions, the Compensation Committee recommended to the Board the Compensation Discussion and Analysis be included by reference in the Company’s Annual Report on Form 10-K and this Proxy Statement.
Charles A. Koppelman, Chair
Micheline Chau
David F. Levi
The foregoing Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except to the extent the Company specifically incorporates this report by reference therein.
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EXECUTIVE COMPENSATION AND OTHER INFORMATION
— 2021 SUMMARY COMPENSATION TABLE
The following table provides information regarding compensation for the years indicated for our named executive officers:
| NAME AND
PRINCIPAL |
YEAR | SALARY ($) |
BONUS ($) |
STOCK AWARDS(1) ($) |
OPTION AWARDS(2) ($) |
NON-EQUITY INCENTIVE PLAN COMPENSATION(3) ($) |
ALL
OTHER COMPENSATION(4) ($) |
TOTAL ($) |
||||||||||||||||||||||||
|
Sheldon G. Adelson(5) Former Chairman |
2021 | $ | 5,307,692 | $ | — | $ | — | $ | — | $ | — | $ | 477,244 | $ | 5,784,936 | |||||||||||||||||
| 2020 | $ | 5,000,000 | $ | — | $ | — | $ | 1,000,000 | $ | — | $ | 5,344,715 | $ | 11,344,715 | ||||||||||||||||||
| 2019 | $ | 5,000,000 | $ | — | $ | — | $ | 1,000,000 | $ | 12,500,000 | $ | 6,180,118 | $ | 24,680,118 | ||||||||||||||||||
|
Robert G. Goldstein(6) Chairman of |
2021 | $ | 3,150,000 | $ | — | $ | 8,964,000 | $ | 17,220,000 | $ | — | $ | 1,870,900 | $ | 31,204,900 | |||||||||||||||||
| 2020 | $ | 4,500,000 | $ | — | $ | — | $ | — | $ | — | $ | 1,356,066 | $ | 5,856,066 | ||||||||||||||||||
| 2019 | $ | 3,400,000 | $ | — | $ | — | $ | — | $ | 3,400,000 | $ | 1,533,800 | $ | 8,333,800 | ||||||||||||||||||
|
Patrick Dumont(7) President and |
2021 | $ | 2,370,000 | $ | — | $ | 5,000,000 | $ | 12,915,000 | $ | — | $ | 2,169,342 | $ | 22,454,342 | |||||||||||||||||
| 2020 | $ | 1,200,000 | $ | — | $ | — | $ | — | $ | — | $ | 4,003 | $ | 1,204,003 | ||||||||||||||||||
| 2019 | $ | 1,200,000 | $ | — | $ | — | $ | — | $ | 1,200,000 | $ | 13,388 | $ | 2,413,388 | ||||||||||||||||||
| Randy Hyzak(8) Executive Vice |
2021 | $ | 1,166,000 | $ | — | $ | 1,499,976 | $ | 4,305,000 | $ | — | $ | 43,024 | $ | 7,014,000 | |||||||||||||||||
|
D. Zachary Hudson(9) Executive Vice President, |
2021 | $ | 1,071,154 | $ | — | $ | 1,374,958 | $ | 4,305,000 | $ | — | $ | 66,280 | $ | 6,817,392 | |||||||||||||||||
| 2020 | $ | 894,100 | $ | — | $ | — | $ | — | $ | — | $ | 36,031 | $ | 930,131 | ||||||||||||||||||
| 2019 | $ | 196,154 | $ | — | $ | — | $ | 948,000 | $ | 216,750 | $ | 99,388 | $ | 1,460,292 | ||||||||||||||||||
| (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 16 to the consolidated financial statements for the years ended December 31, 2019, 2020 and 2021, included in the Company’s 2021 Annual Report on Form 10-K. |
| (2) | The amounts in this column represent the grant date fair value of the options issued to our named executive officers, including the one-time performance-based stock options granted to our named executive officers in December 2021 that vest in equal annual installments on each of the first three anniversaries of the grant date, subject to (i) the achievement of three out of four key performance objectives on or prior to December 31, 2022 and (ii) continued employment on each annual vesting date, as determined pursuant to FASB ASC Topic 718. See the discussion under “Compensation Discussion and Analysis — Elements of Executive Officer Compensation and Why We Chose to Pay Each Element — Long-term Incentives (Equity Awards)” for more information regarding the one-time performance-based stock options. The assumptions used to calculate the grant date fair values are disclosed in Note 16 to the consolidated financial statements for the years ended December 31, 2019, 2020 and 2021, included in the Company’s 2021 Annual Report on Form 10-K. |
| (3) | Consists of short-term performance-based cash incentives under the Company’s Executive Cash Incentive Plan as further described in “Compensation Discussion and Analysis — Elements of Executive Officer Compensation and Why We Chose to Pay Each Element — Short-term Incentives.” Due to the material negative impact that the COVID-19 Pandemic had on our operating results in 2021, our named executive officers did not receive short-term performance-based cash incentives under the Company’s Executive Cash Incentive Plan in respect of performance in 2020 or 2021. |
| (4) | Amounts included in “All Other Compensation” for 2021 are detailed in the table below. |
| (5) | Mr. Adelson passed away on January 11, 2021. The salary amount in the table above includes $307,692 of base salary paid to Mr. Adelson prior to his passing and in accordance with his employment agreement, Mr. Adelson’s estate was entitled to receive payments of his base salary for twelve months following his passing which consisted of $5 million. |
| (6) | Prior to the passing of Mr. Adelson, Mr. Goldstein was appointed to Acting Chairman and Acting Chief Executive Officer on January 7, 2021 and subsequent to Mr. Adelson’s passing became Chairman and Chief Executive Officer on January 26, 2021. Prior to Mr. Goldstein’s appointment, he served as President and Chief Operating Officer. Upon the effectiveness of Mr. Goldstein’s appointment as Chairman and Chief Executive Officer, his annual base salary was decreased from $4.5 million to $3.0 million. |
| (7) | Mr. Dumont became President and Chief Operating Officer on January 26, 2021. Prior to Mr. Dumont’s appointment, he served as Executive Vice President and Chief Financial Officer. Upon the effectiveness of Mr. Dumont’s appointment as President and Chief Operating Officer, his annual base salary was increased from $1.2 million to $2.5 million. |
| (8) | Mr. Hyzak became Executive Vice President and Chief Financial Officer on January 26, 2021. |
| (9) | Mr. Hudson joined the Company on September 30, 2019. |
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| NAMED EXECUTIVE OFFICER |
401(k) PLAN(i) ($) |
LIFE
AND DISABILITY INSURANCE(ii) ($) |
HEALTH
CARE INSURANCE(iii) ($) |
SECURITY(iv) ($) |
MEDICAL SUPPORT SERVICES(v) ($) |
OTHER(vi) ($) |
TOTAL ($) |
|||||||||||||||||||||
| Sheldon G. Adelson |
$ | — | $ | 18 | $ | 12,190 | $ | 84,138 | $ | 94,408 | $ | 286,490 | $ | 477,244 | ||||||||||||||
| Robert G. Goldstein |
$ | — | $ | 23,163 | $ | 81,375 | $ | 873,745 | $ | — | $ | 892,617 | $ | 1,870,900 | ||||||||||||||
| Patrick Dumont |
$ | — | $ | 2,966 | $ | 7,989 | $ | 1,394,864 | $ | — | $ | 763,523 | $ | 2,169,342 | ||||||||||||||
| Randy Hyzak |
$ | — | $ | 3,928 | $ | 8,742 | $ | — | $ | — | $ | 30,354 | $ | 43,024 | ||||||||||||||
| D. Zachary Hudson |
$ | — | $ | 2,026 | $ | 10,904 | $ | — | $ | — | $ | 53,350 | $ | 66,280 | ||||||||||||||
| (i) | Matching contributions made under the Las Vegas Sands Corp. 401(k) Retirement Plan, which is a tax-qualified defined contribution plan that is generally available to all of our eligible Team Members. The matching element was suspended throughout 2021. |
| (ii) | The amounts are imputed as income in connection with our payments in 2021 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 2021, Messrs. Adelson, Goldstein, Dumont, Hyzak and 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 2021 under this plan. |
| (iv) | The amount relates to the Company’s cost for providing security services to Mr. Goldstein and his spouse and to Mr. Dumont and his immediate family. Additionally, this includes the cost for providing security services to Mr. Adelson and his immediate family from January 1 to 11, 2021. |
| (v) | The amount relates to the Company’s cost for providing medical support services to Mr. Adelson and his covered dependents. |
| (vi) | The amount in the table for Mr. Adelson consists of (a) the annual reimbursement of professional fees of $200,000, (b) the costs of an automobile provided to Mr. Adelson of $54,490, and (c) in accordance with his employment agreement, subsequent to his passing on January 11, 2021, his dependents were entitled to continued health benefits amounting to $32,000. The amount in the table for Mr. Goldstein consists of (a) $787,059 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) $87,061 for the reimbursement of taxes relating to this personal aircraft usage, (c) $10,485 for country club fees and (d) $8,013 for other miscellaneous items. Of the $763,523 in the table for Mr. Dumont, $715,900 relates to the personal use of Company-owned aircraft based on the aggregate incremental cost to the Company and $47,623 relates to the reimbursement of taxes relating to this personal aircraft usage. Of the $30,354 in the table for Mr. Hyzak, $27,771 relates to the personal use of Company-owned aircraft based on the aggregate incremental cost to the Company and $2,583 for hospitality expenses. Of the $53,350 in the table for Mr. Hudson, $53,305 relates to the personal use of Company-owned aircraft based on the aggregate incremental cost to the Company and $45 for hospitality expenses. |
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EXECUTIVE COMPENSATION AND OTHER INFORMATION
— 2021 GRANTS OF PLAN-BASED AWARDS
The following table presents information on potential payment opportunities in respect of 2021 performance for our named executive officers and equity awards granted to them during 2021 under our Amended and Restated 2004 Equity Award Plan:
|
|
|
ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) |
ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) |
ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS(3) (#) |
ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#) |
EXERCISE BASE OF OPTION AWARDS ($/SH) |
GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(4) ($) |
|||||||||||||||||||||||||||||||||||||
|
NAME |
GRANT DATE |
THRESHOLD ($) |
TARGET ($) |
MAXIMUM ($) |
THRESHOLD (#) |
TARGET (#) |
MAXIMUM (#) |
|||||||||||||||||||||||||||||||||||||
| Sheldon G. Adelson |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
|
Annual Bonus |
— | $ | — | $ | 12,500,000 | $ | 12,500,000 | — | — | — | — | — | $ | — | $ | — | ||||||||||||||||||||||||||||
| Robert G. Goldstein |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
|
Annual Bonus |
— | $ | 5,100,000 | $ | 6,000,000 | $ | 6,900,000 | — | — | — | — | — | $ | — | $ | — | ||||||||||||||||||||||||||||
|
RSU Award |
4/26/21 | $ | — | $ | — | $ | — | — | — | — | 150,000 | — | $ | — | $ | 8,964,000 | ||||||||||||||||||||||||||||
|
Stock Option |
12/3/21 | $ | — | $ | — | $ | — | — | 2,000,000 | 2,000,000 | — | — | $ | 34.28 | $ | 17,220,000 | ||||||||||||||||||||||||||||
| Patrick Dumont |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
|
Annual Bonus |
— | $ | 4,250,000 | $ | 5,000,000 | $ | 5,750,000 | — | — | — | — | — | $ | — | $ | — | ||||||||||||||||||||||||||||
|
RSU Award |
4/26/21 | $ | — | $ | — | $ | — | — | — | — | 83,668 | — | $ | — | $ | 5,000,000 | ||||||||||||||||||||||||||||
|
Stock Option |
12/3/21 | $ | — | $ | — | $ | — | — | 1,500,000 | 1,500,000 | — | — | $ | 34.28 | $ | 12,915,000 | ||||||||||||||||||||||||||||
| Randy Hyzak |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
|
Annual Bonus |
— | $ | 1,275,000 | $ | 1,500,000 | $ | 1,725,000 | — | — | — | — | — | $ | — | $ | — | ||||||||||||||||||||||||||||
|
RSU Award |
4/26/21 | $ | — | $ | — | $ | — | — | — | — | 25,100 | — | $ | — | $ | 1,499,976 | ||||||||||||||||||||||||||||
|
Stock Option |
12/3/21 | $ | — | $ | — | $ | — | — | 500,000 | 500,000 | — | — | $ | 34.28 | $ | 4,305,000 | ||||||||||||||||||||||||||||
| D. Zachary Hudson |
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
|
Annual Bonus |
— | $ | 1,168,750 | $ | 1,375,000 | $ | 1,581,250 | — | — | — | — | — | $ | — | $ | — | ||||||||||||||||||||||||||||
|
RSU Award |
4/26/21 | $ | — | $ | — | $ | — | — | — | — | 23,008 | — | $ | — | $ | 1,374,958 | ||||||||||||||||||||||||||||
|
Stock Option |
12/3/21 | $ | — | $ | — | $ | — | — | 500,000 | 500,000 | — | — | $ | 34.28 | $ | 4,305,000 | ||||||||||||||||||||||||||||
| (1) | The amounts shown in these columns represent the range of potential incentive payment opportunities for 2021 based on achieving certain performance criteria established by the Compensation Committee. For 2021, Messrs. Goldstein and Dumont were eligible to receive bonuses of 200% of their annual base salaries and Messrs. Hyzak and Hudson were eligible to receive bonuses of 125% of their annual base salaries, in each to the extent the performance criteria set by the Compensation Committee were met. For Messrs. Goldstein, Dumont, Hyzak and 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 Executive Officer Compensation and Why We Chose to Pay Each Element — Short-term Incentives” for more information regarding bonus incentive awards. Due to the material negative impact that the COVID-19 Pandemic had on our operating results in 2021, our named executive officers did not receive any bonuses in respect of performance in 2021, consistent with 2020. |
| (2) | The amounts shown in these columns represent the one-time performance-based stock options granted to our named executive officers in December 2021 that vest in equal annual installments on each of the first three anniversaries of the grant date, subject to (i) the achievement of three out of four key performance objectives on or prior to December 31, 2022 and (ii) continued employment on each annual vesting date. If the key performance objectives are not achieved on or prior to December 31, 2022, all of the performance-based stock options will terminate and be forfeited effective as of December 31, 2022. The four key performance objectives include: (1) completion of the sale of our Las Vegas operations and assets by June 30, 2022, (2) extension or renewal of our Macao casino concession by December 31, 2022, (3) completion of The Londoner Macao by June 30, 2022, and (4) completion of the following ESG initiatives: (x) obtaining LEED certification of our new standalone Las Vegas corporate offices, (y) completion of a review of our hiring and compensation practices and (z) completion of the identification and definition of diversity, equity and inclusion principles for our SCL and MBS subsidiaries. Upon certain limited qualifying terminations of employment (i.e., termination without cause or for good reason), any unvested options will remain outstanding and eligible to vest subject to the achievement of three out of the four key performance objectives. To avoid windfall scenarios, the performance-based stock options do not contain retirement protections and always require satisfaction of the performance objectives. See the discussion under “Compensation Discussion and Analysis — Elements of Executive Officer Compensation and Why We Chose to Pay Each Element — Long-term Incentives (Equity Awards)” for more information regarding the one-time performance-based stock options. |
| (3) | The amounts shown in this column represents the one-time initial awards of time-based RSUs issued to our named executive officers in connection with their new or amended employment agreements. These initial RSU awards vest ratably on each of the first three anniversaries of the grant date, subject to the named executive officer’s continued employment as of the applicable vesting date. |
| (4) | 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 16 to the consolidated financial statements for the year ended December 31, 2021, included in the Company’s 2021 Annual Report on Form 10-K. |
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— OUTSTANDING EQUITY AWARDS AT 2021 FISCAL YEAR-END
The following table sets forth information concerning our stock options and shares of restricted stock held by our named executive officers as of December 31, 2021.
| OPTION AWARDS | STOCK AWARDS | |||||||||||||||||||||||||||
| NAME |
NUMBER OF SECURITIES UNDERLYING OPTIONS (#) EXERCISABLE |
NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE |
EQUITY (#) |
OPTION EXERCISE PRICE ($) |
OPTION EXPIRATION DATE |
NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) |
MARKET UNITS OF THAT HAVE NOT VESTED(8) ($) |
|||||||||||||||||||||
| Sheldon G. Adelson |
55,169 | — | — | $ | 75.26 | 1/27/2024 | — | — | ||||||||||||||||||||
|
|
77,991 | — | — | $ | 40.87 | 1/25/2026 | — | — | ||||||||||||||||||||
|
|
102,412 | — | — | $ | 55.47 | 1/22/2027 | — | — | ||||||||||||||||||||
|
|
115,606 | — | — | $ | 63.26 | 9/5/2027 | — | — | ||||||||||||||||||||
|
|
81,234 | — | — | $ | 75.18 | 2/1/2028 | — | — | ||||||||||||||||||||
|
|
129,701 | — | — | $ | 59.89 | 1/31/2029 | — | — | ||||||||||||||||||||
|
|
132,625 | — | — | $ | 65.31 | 1/30/2030 | — | — | ||||||||||||||||||||
| Robert G. Goldstein |
2,250,000 | — | — | $ | 56.11 | 12/8/2024 | — | — | ||||||||||||||||||||
|
|
500,000 | 2,000,000 | (1) | — | $ | 50.33 | 11/19/2028 | — | — | |||||||||||||||||||
|
|
— | — | 2,000,000 | (2) | $ | 34.28 | 12/2/2031 | 150,000 | (9) | $ | 5,646,000 | |||||||||||||||||
| Patrick Dumont |
425,000 | — | — | $ | 52.53 | 3/28/2026 | — | — | ||||||||||||||||||||
|
|
— | — | 1,500,000 | (3) | $ | 34.28 | 12/2/2031 | 83,668 | (9) | $ | 3,149,264 | |||||||||||||||||
| Randy Hyzak |
21,910 | — | — | $ | 58.81 | 10/3/2026 | — | — | ||||||||||||||||||||
|
|
21,358 | — | — | $ | 63.89 | 6/29/2027 | — | — | ||||||||||||||||||||
|
|
17,424 | — | — | $ | 75.18 | 2/1/2028 | — | — | ||||||||||||||||||||
|
|
23,757 | 11,878 | (4) | — | $ | 59.89 | 1/31/2029 | — | — | |||||||||||||||||||
|
|
13,307 | 26,613 | (5) | — | $ | 65.31 | 1/30/2030 | — | — | |||||||||||||||||||
|
|
— | — | 500,000 | (6) | $ | 34.28 | 12/2/2031 | 25,100 | (9) | $ | 944,764 | |||||||||||||||||
| D. Zachary Hudson |
100,000 | 50,000 | (7) | — | $ | 57.76 | 9/29/2029 | — | — | |||||||||||||||||||
|
|
— | — | 500,000 | (6) | $ | 34.28 | 12/2/2031 | 23,008 | (9) | $ | 866,021 | |||||||||||||||||
| (1) | The remaining unvested portion of this stock option grant vests as follows: 500,000 options vested 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. |
| (2) | This one-time performance-based stock option grant vests as follows: 666,000 options vest on December 3, 2022, 666,000 options vest on December 3, 2023 and 688,000 options vest on December 3, 2024, subject to the achievement of three out of four key performance objectives on or prior to December 31, 2022. If the key performance objectives are not achieved on or prior to December 31, 2022, all of the performance-based stock options will terminate and be forfeited effective as of December 31, 2022. The four key performance objectives include: (1) completion of the sale of our Las Vegas operations and assets by June 30, 2022, (2) extension or renewal of our Macao casino concession by December 31, 2022, (3) completion of The Londoner Macao by June 30, 2022 and (4) completion of the following ESG initiatives: (x) obtaining LEED certification of our new standalone Las Vegas corporate offices, (y) completion of a review of our hiring and compensation practices and (z) completion of the identification and definition of diversity, equity and inclusion principles for our SCL and MBS subsidiaries. |
| (3) | This one-time performance-based stock option grant vests as follows: 499,500 options vest on December 3, 2022, 499,500 options vest on December 3, 2023 and 501,000 options vest on December 3, 2024, subject to the achievement of three out of four key performance objectives on or prior to December 31, 2022. If the key performance objectives are not achieved on or prior to December 31, 2022, all of the performance-based stock options will terminate and be forfeited effective as of December 31, 2022. The four key performance objectives are the same as those for Mr. Goldstein. |
| (4) | The remaining unvested portion of this stock option grant vested on February 1, 2022. |
| (5) | The remaining unvested portion of this stock option grant vests as follows: 13,307 options vested on January 31, 2022 and 13,306 vest on January 31, 2023. |
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| (6) | This one-time performance-based stock option grant vests as follows: 166,500 options vest on December 3, 2022, 166,500 options vest on December 3, 2023 and 167,000 options vest on December 3, 2024, subject to the achievement of three out of four key performance objectives on or prior to December 31, 2022. If the key performance objectives are not achieved on or prior to December 31, 2022, all of the performance-based stock options will terminate and be forfeited effective as of December 31, 2022. The four key performance objectives are the same as those for Mr. Goldstein. |
| (7) | The remaining unvested portion of this stock option grant vests on September 30, 2022. |
| (8) | Market value is determined based on the closing price of our Common Stock of $37.64 on December 31, 2021, as reported on the NYSE and equals the closing price multiplied by the number of shares underlying the grants. |
| (9) | This one-time initial award of time-based RSUs issued to the named executive officer in connection with his new or amended employment agreement vests ratably on each of the first three anniversaries of the grant date (i.e., April 26 of 2022, 2023 and 2024), subject to the named executive officer’s continued employment on each vesting date. |
— OPTION EXERCISES AND STOCK VESTED IN 2021
The following table sets forth information concerning the exercise of stock options and the vesting of restricted stock awards by our named executive officers during 2021:
| OPTION AWARDS | STOCK AWARDS | |||||||||||||||
| NAME |
NUMBER OF SHARES ACQUIRED ON EXERCISE (#) |
VALUE REALIZED ON EXERCISE ($) |
NUMBER OF SHARES ACQUIRED ON VESTING (#) |
VALUE REALIZED ON VESTING(1) ($) |
||||||||||||
| Sheldon G. Adelson |
— | $ | — | — | $ | — | ||||||||||
| Robert G. Goldstein |
— | $ | — | — | $ | — | ||||||||||
| Patrick Dumont |
— | $ | — | — | $ | — | ||||||||||
| Randy Hyzak |
— | $ | — | — | $ | — | ||||||||||
| D. Zachary Hudson |
— | $ | — | — | $ | — | ||||||||||
| (1) | Market value on each vesting date is determined based on the closing price of our Common Stock as reported on the NYSE on the applicable vesting date (or the last trading date before the vesting date if the vesting date falls on a non-trading date) and equals the closing price multiplied by the number of vested shares. |
— POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Employment Agreements
The employment agreements for Messrs. Goldstein, Dumont, Hyzak and Hudson provide for payments and the continuation of benefits upon certain terminations of employment from the Company. All payments under the executive employment agreements for Messrs. Goldstein, Dumont, Hyzak and Hudson in connection with a termination of employment are subject to the applicable named executive officer’s agreement to release the Company from all claims relating to his employment and the termination of his employment. These named executive officers also are subject to covenants restricting their ability to compete with the Company or to hire Company Team Members for a specified period following termination of employment.
Mr. Adelson passed away on January 11, 2021. In accordance with his employment agreement, the Company is obligated to pay or provide Mr. Adelson’s estate certain payments and benefits upon his death, as described below.
Change in Control Arrangements
The employment agreements for Messrs. Goldstein, Hyzak and Dumont provide severance benefits in the context of a “change in control” of the Company, which is defined in the Company’s Amended and Restated 2004 Equity Award Plan and is deemed to occur upon:
| • | 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’s Common Stock or the combined voting power of the 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 |
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| Mr. Adelson’s estate or any related party (as defined in the Amended and Restated 2004 Equity Award Plan) or any group of which Mr. Adelson’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; |
| • | 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. 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. |
Executive Officers’ Benefits upon Termination or Change in Control
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 previously discussed succession plan earlier this year. 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. 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 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, except for the one-time performance-based stock options, which, in accordance with the applicable award agreement, will remain outstanding and eligible to vest subject to the achievement of three out of the four key performance objectives on or prior to December 31, 2022; to avoid windfall scenarios, the one-time performance-based stock options do not contain retirement protections and always require satisfaction of the performance objectives | |
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EXECUTIVE COMPENSATION AND OTHER INFORMATION
| REASON FOR TERMINATION |
MR. GOLDSTEIN IS ENTITLED TO: | |
|
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 remain outstanding and eligible to vest subject to the achievement of three out of the four key performance objectives on or prior to December 31, 2022 • a lump sum payment in the amount of three 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 |
• 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 if 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 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 | |
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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 | |
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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, except for the one-time performance-based stock options, which, in accordance with the applicable award agreement, will remain outstanding and eligible to vest subject to the achievement of three out of the four key performance objectives on or prior to December 31, 2022; to avoid windfall scenarios, the one-time performance-based stock options do not contain retirement protections and always require satisfaction of the performance objectives | |
|
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 remain outstanding and eligible to vest subject to the achievement of three out of the four key performance objectives on or prior to December 31, 2022 • 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 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, except for the one-time performance-based stock options, which, in accordance with the applicable award agreement, will expire if unvested on the date of termination of employment due to death or disability | |
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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 | |
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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 eligible to vest subject to the achievement of three out of the four key performance objectives on or prior to December 31, 2022; to avoid windfall scenarios, the one-time performance-based stock options do not contain retirement protections and always require satisfaction of the performance | |
|
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, except for the one-time performance-based stock options, which, in accordance with the applicable award agreement, will remain outstanding and eligible to vest subject to the achievement of three out of the four key performance objectives on or prior to December 31, 2022 • 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 if unvested on the date of termination of employment due to death or disability | |
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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 | |
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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 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 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 • in accordance with the applicable award agreement, the one-time performance-based stock options will remain outstanding and eligible to vest subject to the achievement of three out of the four key performance objectives on or prior to December 31, 2022; to avoid windfall scenarios, the one-time performance-based stock options do not contain retirement protections and always require satisfaction of the performance objectives | |
The reasons for termination are defined in Mr. Hudson’s employment agreement as follows:
|
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 | |
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Mr. Adelson
Mr. Adelson passed away on January 11, 2021. In accordance with his employment agreement, the Company is obligated to pay or provide Mr. Adelson’s estate the following payments and benefits:
| REASON FOR TERMINATION |
MR. ADELSON’S ESTATE IS ENTITLED TO: | |
|
Death |
• 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 | |
Amended and Restated 2004 Equity Award Plan
In the event of a change in control, as defined in the Company’s 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 the 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.
— POTENTIAL PAYMENTS/BENEFITS UPON TERMINATION OF EMPLOYMENT FOR 2021
The table below sets forth information about the potential payments and benefits our named executive officers (other than Mr. Adelson) who were employed by the Company on December 31, 2021, may receive under their employment agreements, as in effect on December 31, 2021, 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 (other than Mr. Adelson) would receive in certain instances assuming a hypothetical employment termination date of December 31, 2021. For Mr. Adelson, the amounts shown in table below are the amounts that his estate became eligible to receive upon his death in accordance with his employment agreement. 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 (other than for Mr. Adelson) 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 termination without cause or for good reason (whether or not in connection with a change in control), or death or disability, if provided in the applicable employment agreement. |
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EXECUTIVE COMPENSATION AND OTHER INFORMATION
| NAME |
CASH PAYMENTS |
ACCELERATION OF RESTRICTED STOCK UNITS(1) |
CONTINUED VESTING OR ACCELERATION |
CONTINUED HEALTH BENEFITS(3) |
TOTAL | |||||||||||||||
| Sheldon G. Adelson |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
| Death(4) |
$ | 5,000,000 | $ | — | $ | 48,134 | $ | 32,000 | $ | 5,080,134 | ||||||||||
| Robert G. Goldstein |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
| Without Cause/For Good Reason |
$ | 24,000,000 | $ | 5,646,000 | $ | 6,720,000 | $ | — | $ | 36,366,000 | ||||||||||
| Without Cause/For Good Reason within 2 Years Following a Change in Control |
$ | 33,000,000 | $ | 5,646,000 | $ | 6,720,000 | $ | 64,000 | $ | 45,430,000 | ||||||||||
| Death/Disability |
$ | 6,000,000 | $ | 5,646,000 | $ | — | $ | — | $ | 11,646,000 | ||||||||||
| Patrick Dumont |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
| Without Cause/For Good Reason |
$ | 12,500,000 | $ | 3,149,301 | $ | 5,040,000 | $ | — | $ | 20,689,301 | ||||||||||
| Without Cause/For Good Reason within 2 Years Following a Change in Control |
$ | 20,000,000 | $ | 3,149,301 | $ | 5,040,000 | $ | 64,000 | $ | 28,253,301 | ||||||||||
| Death/Disability |
$ | 2,500,000 | $ | 3,149,301 | $ | — | $ | — | $ | 5,649,301 | ||||||||||
| Randy Hyzak |
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| Without Cause/For Good Reason |
$ | 2,700,000 | $ | 944,764 | $ | 1,680,000 | $ | — | $ | 5,324,764 | ||||||||||
| Without Cause/For Good Reason within 2 Years Following a Change in Control |
$ | 4,200,000 | $ | 944,764 | $ | 1,680,000 | $ | 64,000 | $ | 6,888,764 | ||||||||||
| Death/Disability |
$ | 1,200,000 | $ | 944,764 | $ | — | $ | — | $ | 2,144,764 | ||||||||||
| D. Zachary Hudson |
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| Without Cause/For Good Reason |
$ | 1,130,000 | $ | — | $ | 1,680,000 | $ | — | $ | 2,810,000 | ||||||||||
| Without Cause/For Good Reason within 2 Years Following a Change in Control |
$ | 1,130,000 | $ | — | $ | 1,680,000 | $ | — | $ | 2,810,000 | ||||||||||
| Death/Disability |
$ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
| (1) | Reflects the value of accelerated vesting of restricted stock units, based on the closing price of our Common Stock on December 31, 2021, of $37.64 per share. |
| (2) | Reflects (other than for Mr. Adelson) the value of accelerated vesting of options equal to the excess of (a) the closing price of our Common Stock on December 31, 2021, of $37.64 per share over (b) the applicable exercise price of the options. Reflects, for Mr. Adelson, the value of accelerated vesting of options equal to the excess, if any, of (a) the closing price of our Common Stock on January 11, 2021, of $56.41 per share over (b) the applicable exercise price of the options (51,206 options with an exercise price equal to $55.47). For the one-time performance-based stock options granted to our named executive officers (other than Mr. Adelson), the key performance objectives had not been achieved as of December 31, 2021. Upon a termination without cause or for good reason (whether or not in connection with a change in control) on December 31, 2021, such options would remain outstanding and eligible to vest subject to the achievement of three out of the four key performance objectives on or prior to December 31, 2022. For such performance-based stock options, the amounts shown upon a termination without cause or for good reason (whether or not in connection with a change in control) reflect the value of the unvested options equal to the excess of (a) the closing price of our Common Stock on December 31, 2021, of $37.64 per share over (b) the applicable exercise price of the options ($34.28). Upon a termination of employment due to death or disability on December 31, 2021, such options would expire and have no value, and as a result are not included in the amounts shown in the table upon termination due to death or disability. |
| (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. |
| (4) | Mr. Adelson passed away on January 11, 2021. In accordance with his employment agreement, Mr. Adelson’s estate became eligible to receive the cash payments (i.e., continued payment of base salary for 12 months, but no incentive bonus payments with respect to 2021 performance, since the applicable performance metrics for 2021 were not achieved due to the material negative impact of the COVID-19 Pandemic), accelerating vesting of options and continued health benefits for his dependents as shown in the table. |
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As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our Team Members and the annual total compensation of Mr. Goldstein, our Chief Executive Officer (our “CEO”) for 2021:
| CEO PAY RATIO |
|
|||
| CEO Annual Total Compensation(1) |
$ | 31,054,900 | ||
| Median Employee Annual Total Compensation |
$ | 35,879 | ||
| CEO to Median Employee Pay Ratio |
866:1 | |||
| (1) | The annual total compensation of our CEO, as reported in the 2021 Summary Compensation Table under “Executive Compensation and Other Information” has been adjusted to reflect Mr. Goldstein’s annualized total compensation as CEO assuming he was in such position for the entire year of 2021. |
| CEO compensation used to calculate 2021 pay ratio includes full value of one-time performance options and RSU awards that are subject to vesting and, for the performance options, achievement of performance criteria. |
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, 2021, our employee population consisted of 46,148 individuals working at our parent company and consolidated subsidiaries, with 23% of these individuals located in the United States and 77% located outside of the United States. Of these employees, 43,976 individuals are full-time or part-time employees, with the remainder employed on a seasonal or temporary basis. |
| • | We elected to exclude our seasonal or temporary employees who haven’t worked since July 1, 2021, because they were not employees as of December 31, 2021. |
| • | We determined 2021 earnings based on the following elements: |
| – | U.S. employees: Medicare wages reported on 2021 Internal Revenue Service Form W-2, |
| – | Singapore employees: 2021 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, 2021 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 2021, 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 employee. |
| • | Using this methodology, we determined the “median employee” was a full-time employee located in Macao, with wages and overtime pay for the twelve-month period ended December 31, 2021, in the amount of $33,492. With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for 2021 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $35,879. |
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.
In addition, in accordance with SEC rules, the annual total compensation of our CEO for 2021 includes the grant date fair value, as determined pursuant to FASB ASC Topic 718, of both (i) the one-time initial awards of time-based RSUs issued to our named executive officers in connection with their new employment agreements in March 2021, which are multi-year grants that vest ratably on each of the first three anniversaries of the grant date, subject to continued employment on each vesting date and (ii) the one-time performance-based stock options granted to our named executive officers in December 2021, which are multi-year grants that vest in accordance with the terms described on page 30 of this Proxy Statement.
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The elements of annual non-employee director compensation for 2021 were as follows:
| 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 Chairperson |
$ | 25,000 | ||
| Annual Cash Retainer — Audit Committee and Special Litigation 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)(5) |
$ | 1,500 | ||
| Board Committee Meeting Attendance per Meeting(4)(5) |
$ | 1,000 | ||
| Telephonic Board Meeting Attendance per Meeting(4)(5) |
$ | 750 | ||
| Telephonic Board Committee Meeting Attendance per Meeting(4)(5) |
$ | 500 | ||
| (1) | Each non-employee director may elect to receive either restricted stock or restricted stock units. In accordance with the 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 2021, each non-employee director, with the exception of Yibing Mao (who joined the Board on July 16, 2021 and did not receive an annual restricted stock or restricted stock unit grant in 2021), received 3,138 shares of restricted stock. |
| (2) | Value of the option grant is based on the Black-Scholes option valuation model. |
| (3) | Other committees denote the Compensation Committee, Nominating and Governance Committee and the Compliance Committee. |
| (4) | Attendance fees reflect amount paid for each meeting attended. |
| (5) | In March 2021, these fees were eliminated. |
Non-employee directors may defer cash compensation payments into the Company’s 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.
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 in early 2021, 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.
|
• 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. |
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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.
— 2021 DIRECTOR COMPENSATION TABLE
The following table describes the compensation arrangements with our non-employee directors for 2021:
| NAME |
FEES EARNED ($) |
STOCK AWARDS(1) ($) |
OPTION ($) |
ALL OTHER COMPENSATION ($) |
TOTAL ($) |
|||||||||||||||
| Irwin Chafetz |
$ | 154,500 | $ | 175,000 | $ | — | $ | — | $ | 329,500 | ||||||||||
| Micheline Chau |
$ | 177,500 | $ | 175,000 | $ | — | $ | — | $ | 352,500 | ||||||||||
| Charles D. Forman(3) |
$ | 154,500 | $ | 175,000 | $ | — | $ | — | $ | 329,500 | ||||||||||
| George Jamieson |
$ | 186,000 | $ | 175,000 | $ | — | $ | — | $ | 361,000 | ||||||||||
| Nora M. Jordan |
$ | 175,722 | $ | 175,000 | $ | — | $ | — | $ | 350,722 | ||||||||||
| Charles A. Koppelman |
$ | 198,458 | $ | 175,000 | $ | — | $ | — | $ | 373,458 | ||||||||||
| Lewis Kramer |
$ | 201,958 | $ | 175,000 | $ | — | $ | — | $ | 376,958 | ||||||||||
| David F. Levi |
$ | 207,764 | $ | 175,000 | $ | — | $ | — | $ | 382,764 | ||||||||||
| Yibing Mao(4) |
$ | 69,891 | $ | — | $ | 100,000 | $ | — | $ | 169,891 | ||||||||||
| (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, 2021, Mses. Chau and Jordan and Messrs. Chafetz, Forman, Jamieson, Koppelman, Kramer and Levi each held 3,138 unvested shares of restricted stock that will vest on May 12, 2022. |
| (2) | The amount in this column for Ms. Mao represents the fair value of the options issued, as determined pursuant to ASC Topic 718. Assumptions used in the Black-Scholes calculation are disclosed in Note 16 to the consolidated financial statements for the year ended December 31, 2021, included in the Company’s 2021 Annual Report on Form 10-K. As of December 31, 2021, Mses. Chau, Jordan and Mao, and Messrs. Jamieson, Kramer and Levi held options to acquire 6,215, 6,105, 7,363, 3,735, 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 the table exclude fees paid by Sands China Ltd. to Mr. Forman in connection with his service as a member of the Board of Sands China Ltd. |
| (4) | Ms. Mao joined the Board on July 16, 2021. |
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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, 2021:
| PLAN CATEGORY |
NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, AND RIGHTS (A) |
WEIGHTED EXERCISE PRICE OF OUTSTANDING OPTIONS, AND RIGHTS ($) (B) |
NUMBER OF SECURITIES REMAINING AVAILABLE PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (A)) (C) |
|||||||||
| Equity compensation plans approved by security holders(1) |
13,264,517 | $ | 49.35 | 3,753,271 | ||||||||
| Equity compensation plans not approved by security holders |
— | $ | — | — | ||||||||
| TOTAL |
13,264,517 | $ | 49.35 | 3,753,271 | ||||||||
| (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 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, 2021 are not included in the first or third column of this table. |
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The Audit Committee of the Board currently consists of Lewis Kramer (Chair), Micheline Chau, George Jamieson and Nora M. Jordan. Mr. Jamieson will be retiring from the Board effective as of the 2022 Annual Meeting. The Board has determined that Mr. Chau, Ms. Jordan and Mr. Kramer meet the current independence and experience requirements of the NYSE’s listing standards. In addition, the Board has determined each of the members of the Audit Committee is financially literate and Mr. Kramer and Ms. Chau each qualify as an audit committee financial expert.
The Audit Committee’s responsibilities are described in a written charter adopted by the 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, 2021, be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, for filing with the Securities and Exchange Commission.
Pursuant to its charter, the Audit Committee performs an annual self-assessment. For 2021, 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.
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FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The following table sets forth fees paid or payable to Deloitte & Touche LLP, our independent registered public accounting firm, in 2020 and 2021, for audit and non-audit services as well as the percentage of these services approved by our Audit Committee:
|
|
2020 | 2021 | % OF SERVICES APPROVED BY AUDIT COMMITTEE |
|||||||||
| Audit Fees |
$ | 6,180,000 | $ | 6,140,000 | 100 | % | ||||||
| Audit-Related Fees |
$ | 755,000 | $ | 1,190,000 | 100 | % | ||||||
| Tax Fees |
$ | 531,000 | $ | 409,000 | 100 | % | ||||||
| All Other Fees |
$ | 22,000 | $ | 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 real property and operations, SCL notes issuance and related SEC filings in 2021 and 2020, issuance of consents associated with SEC filings and services related to the Las Vegas Sands Corp. 401(k) Retirement Plan (the “Plan”) for 2020 and 2021. Fees of $425,000 for services related to the sale of our Las Vegas real property and operations were reimbursed by VICI Properties L.P.
During 2020 and 2021, $35,000 in fees related to the audit of the Plan were paid directly by the 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
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 will be executed. 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.
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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.”
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 Company charged Interface Operations $1.5 million for services provided by Company personnel during 2021.
— REGISTRATION RIGHTS AGREEMENT
Mr. Adelson, Mr. Forman and Mr. Goldstein and certain other stockholders and employees, former employees and certain trusts they established 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 Company 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
Aviation and Related Personnel
Sands Aviation, LLC (“Sands Aviation”), a wholly owned subsidiary of the Company, 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 Company 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 Company and Interface Operations. The 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 Company and for Interface Operations, respectively. 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 Company 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 Company and Interface Operations, respectively. During 2021, Sands Aviation charged Interface Operations approximately $18.1 million for its use of Sands Aviation’s aviation and related personnel, operating costs and other overhead costs.
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CERTAIN TRANSACTIONS
Time Sharing Agreements
The Company and its subsidiaries use aircraft owned by companies controlled by the Adelson family for business purposes, including flying patrons to our properties. The Company believes its use of these aircraft provides the Company with a significant competitive advantage in attracting patrons to the Company’s 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 Company 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 Company charged Interface Operations approximately $2.7 million in respect of Interface Operations’ 2021 use of the Company’s aircraft, and Interface Operations charged the Company approximately $2.4 million in respect of the Company’s 2021 use of Interface Operations’ aircraft.
In addition, the Company 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 Company has agreed to pay Interface Bermuda fees of up to (i) a pro-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 2021, no charges were incurred by the Company for the Boeing 747. Interface Bermuda charged the Company approximately $48,000 in respect of the Company’s 2021 use of Interface Bermuda’s Airbus 340 aircraft.
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 2021, Citadel charged Sands Aviation approximately $0.8 million for services provided by Citadel under this agreement.
We have employed Dr. Adelson since February 2021 as Co-Founder and Special Advisor to the Company, and from August 1990 to February 2021 as the Director of Community Involvement. In conjunction with our Government Relations Department, Dr. Adelson oversees and facilitates our partnerships with key community groups and other charitable organizations. We paid her approximately $0.1 million during 2021.
The Adelson family made payments of $0.5 million to the Company during 2021 for lodging, banquet, transportation, food and beverage services and personal protection equipment.
Mr. Goldstein made payments of $45,256 to the Company during 2021 for lodging, transportation and food and beverage services.
Mr. Dumont and his family made payments of $32,055 to the Company during 2021 for lodging, transportation and food and beverage services.
During 2021, the Company made payments of $3.1 million for food and beverage services, newspaper subscriptions, and security support from entities in which the Adelson family have an ownership interest.
The Company provided security services to Dr. Adelson and her family amounting to $3.1 million during 2021. These security measures were provided for the benefit of the Company and based on the advice of an independent security consultant.
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— PROPERTY AND CASUALTY INSURANCE
With the exception of aviation-related coverages, the Company and entities controlled by the Adelson family that are not subsidiaries of the Company (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 Company 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.
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Stockholders will vote to elect ten directors to hold office for a one-year term. The Board has recommended Mses. Micheline Chau, Nora M. Jordan and Yibing Mao, and Messrs. Irwin Chafetz, Patrick Dumont, Charles D. Forman, Robert G. Goldstein, Charles A. Koppelman, Lewis Kramer and David F. Levi for election as directors, to serve until the 2023 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 the Board may designate.
Information regarding the director nominees is set forth above under the heading “Board of Directors Nominees.”
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.
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THE BOARD RECOMMENDS STOCKHOLDERS VOTE “FOR” THE ELECTION OF ITS TEN DIRECTOR NOMINEES
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RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of the Company has appointed Deloitte & Touche LLP as our independent registered public accounting firm to audit the consolidated financial statements of the Company during the year ending December 31, 2022, 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. 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 they desire to do so and to respond to appropriate questions.
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THE BOARD RECOMMENDS A VOTE “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, 2022
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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 the 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” vote.
The “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” vote each year, and our Board has accepted that recommendation.
The 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).”
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 26-57 of this proxy statement.
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THE BOARD RECOMMENDS A VOTE “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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— 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. We will hold the annual meeting online on Thursday, May 12, 2022, 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 30, 2022. 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 30, 2022.
Attending the Virtual Annual Meeting as a Stockholder of Record
If you were a stockholder of record at the close of business on March 14, 2022, you can attend the 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, sands2022.
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 2, 2022.
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. The password for the meeting is sands2022. Follow the instructions provided to vote. We encourage you to access the meeting starting one hour prior to the start time, leaving ample time for the check in.
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. The Company does not post stockholder questions or responses on our website.
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PROXY STATEMENT
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 meeting and vote during the 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”), as of March 14, 2022, will be entitled to vote at the 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 14, 2022, 763,992,426 shares of Common Stock were outstanding and entitled to vote. Each stockholder is entitled to one vote for each share held of record on that date on all matters that may come before the meeting. There is no cumulative voting in the election of directors.
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 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’ 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 meeting. Proposal Nos. 2 and 3 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. 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 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 this meeting.
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 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.
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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. 1 and 3.
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If you duly submit a proxy but do not specify how you want to vote, your shares will be voted as our Board recommends, which is: |
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• “FOR” the election of each of the nominees for director as set forth under Proposal No. 1; |
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• “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2022 as described in Proposal No. 2; and |
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• “FOR” the advisory proposal on executive compensation as described in Proposal No. 3. |
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., 3883 Howard Hughes Parkway, Suite 550, Las Vegas, Nevada 89169. 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.
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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 is required to send to each stockholder of record a Notice or a Proxy Statement and annual report and to arrange for a Notice or a Proxy Statement and annual report to be sent to each beneficial stockholder whose shares are held by or in the name of a broker, bank or other nominee. Because many stockholders hold shares of Common Stock in multiple accounts, this process would result in duplicate mailings of Notices or Proxy Statements and annual reports to stockholders who share the same address. To avoid this duplication, unless the Company receives instructions to the contrary from one or more of the stockholders sharing a mailing address, only one Notice or Proxy Statement and annual report will be sent to each address. Stockholders may, on their own initiative, avoid receiving duplicate mailings and save the Company the cost of producing and mailing duplicate documents as follows:
Stockholders of Record
If your shares are registered in your own name and you are interested in consenting to the delivery of a single Notice or Proxy Statement and annual report, 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
Stockholders intending to present a proposal at the 2023 Annual Meeting of stockholders for inclusion in our proxy 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, 3883 Howard Hughes Parkway, Suite 550, Las Vegas, Nevada 89169. 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 November 30, 2022.
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 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 2023 Annual Meeting of stockholders, notice of a nomination or proposal must be delivered to us no earlier than January 12, 2023 and no later than February 11, 2023. (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.
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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 Meeting to Be Held on May 12, 2022: Our Proxy Statement and Annual Report to Stockholders for the year ended December 31, 2021, are available on our website at https://investor.sands.com/financials/annual-meeting/default.aspx.
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NON-GAAP MEASURES
The Company provides certain non-GAAP financial measures in this proxy statement that are not in accordance with, or alternatives for, generally accepted accounting principles in the United States of America.
CONSOLIDATED ADJUSTED PROPERTY EBITDA (IN MILLIONS)
| YEAR ENDED DECEMBER 31, | ||||
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2021 | |||
| Net loss from continuing operations |
$ | (1,469 | ) | |
| Add (deduct): |
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| Income tax benefit |
(5 | ) | ||
| Loss on modification or early retirement of debt |
137 | |||
| Other expense |
31 | |||
| Interest expense, net of amounts capitalized |
621 | |||
| Interest income |
(4 | ) | ||
| Loss on disposal or impairment of assets |
27 | |||
| Amortization of leasehold interests in land |
56 | |||
| Depreciation and amortization |
1,041 | |||
| Development expense |
109 | |||
| Pre-opening expense |
19 | |||
| Stock-based compensation |
12 | |||
| Corporate expense |
211 | |||
| CONSOLIDATED ADJUSTED PROPERTY EBITDA |
$ | 786 | ||
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MACAO | SINGAPORE
Corporate Headquarters
3883 Howard Hughes Pkwy., #550
Las Vegas, NV 89169
702.923.9000
sands.com
On the cover: ArtScience Museum;
Marina Bay Sands, Singapore
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VIRTUAL ANNUAL MEETING OF STOCKHOLDERS OF
LAS VEGAS SANDS CORP.
May 12, 2022
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VOTING INSTRUCTIONS
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| 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. |
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MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible. Mailed proxies must be received by May 10, 2022, 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 sands2022.
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
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ACCOUNT NUMBER
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Important Notice Regarding the Availability of Proxy Materials for the Virtual Annual Meeting of Stockholders to be Held on May 12, 2022: Our Proxy Statement and Annual Report to Stockholders for the year ended December 31, 2021 are available on our website at https://investor.sands.com/financials/annual-meeting/default.aspx
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i Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. i
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⬛ 21030300000000001000 3 |
051222 |
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE TEN DIRECTOR NOMINEES LISTED IN PROPOSAL NO. 1 |
| AND “FOR” PROPOSAL NOS. 2 AND 3. |
| PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒ |
| 1. ELECTION OF DIRECTORS:
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FOR | AGAINST | ABSTAIN | |||||||||||
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☐ FOR ALL NOMINEES
☐ WITHHOLD AUTHORITY FOR ALL NOMINEES
☐ FOR ALL EXCEPT (See instructions below) |
NOMINEES: ¡ (1) Irwin Chafetz ¡ (2) Micheline Chau ¡ (3) Patrick Dumont ¡ (4) Charles D. Forman ¡ (5) Robert G. Goldstein ¡ (6) Nora M. Jordan ¡ (7) Charles A. Koppelman ¡ (8) Lewis Kramer ¡ (9) David F. Levi ¡ (10) Yibing Mao |
2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
3. An advisory (non-binding) vote to approve the compensation of the named executive officers. |
☐
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☐
☐ |
☐
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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” Proposal Nos. 2 and 3, 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.
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| Consenting to receive all future annual meeting materials and stockholder communications electronically is simple and fast! Enroll today at www.astfinancial.com for secure online access to your proxy materials, statements, tax documents and other important stockholder correspondence.
TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD.
I plan to attend the virtual meeting. ☐
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| 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. |
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| Signature of Stockholder |
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Date: |
Signature of Stockholder |
Date: |
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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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FORM OF PROXY
LAS VEGAS SANDS CORP.
Proxy for Virtual Annual Meeting of Stockholders
May 12, 2022
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 Annual Meeting of Stockholders of Las Vegas Sands Corp. to be held virtually on May 12, 2022, 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)
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COMMENTS:
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14475 ⬛ |
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VIRTUAL ANNUAL MEETING OF STOCKHOLDERS OF
LAS VEGAS SANDS CORP.
May 12, 2022
GO GREEN
e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, 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 Stockholder Meeting to Be Held on May 12, 2022: Our Proxy Statement and Annual Report to Stockholders for the year ended December 31, 2021 are available on our website at https://investor.sands.com/financials/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. ¯
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⬛ 21030300000000001000 3 |
051222 |
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE TEN DIRECTOR NOMINEES LISTED IN PROPOSAL NO. 1 |
| AND “FOR” PROPOSAL NOS. 2 AND 3. |
| 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:
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2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
3. An advisory (non-binding) vote to approve the compensation of the named executive officers. |
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☐ FOR ALL NOMINEES
☐ WITHHOLD AUTHORITY FOR ALL NOMINEES
☐ FOR ALL EXCEPT (See instructions below) |
NOMINEES: ¡ (1) Irwin Chafetz ¡ (2) Micheline Chau ¡ (3) Patrick Dumont ¡ (4) Charles D. Forman ¡ (5) Robert G. Goldstein ¡ (6) Nora M. Jordan ¡ (7) Charles A. Koppelman ¡ (8) Lewis Kramer ¡ (9) David F. Levi ¡ (10) Yibing Mao |
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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” Proposal Nos. 2 and 3, 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.
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| Consenting to receive all future annual meeting materials and stockholder communications electronically is simple and fast! Enroll today at www.astfinancial.com for secure online access to your proxy materials, statements, tax documents and other important stockholder correspondence.
TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD.
I plan to attend the virtual meeting. ☐
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| 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. |
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| Signature of Stockholder |
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Date: |
Signature of Stockholder |
Date: |
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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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