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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

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previously received and the meeting password,

sands2022

NOTICE

of Annual Meeting

The annual meeting of stockholders of Las Vegas Sands Corp., a Nevada corporation (the “Company”), will be held online on May 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

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.

REVIEW YOUR PROXY STATEMENT AND

VOTE IN ONE OF FOUR WAYS:

Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.

INTERNET

Visit the website on your proxy card

BY TELEPHONE

Call the telephone number on your proxy card

BY MAIL

Sign, date and return your proxy card if you received a paper copy

DURING THE

VIRTUAL MEETING

Follow the instructions

on your proxy card

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.

WHAT WE HEARD

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.

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.

3.   A wider range of targets against which to measure executive management incentive compensation should be incorporated into our executive compensation philosophy.

Executive management compensation targets included ESG metrics for the first time.

4.   A policy for the disclosure of political contributions should be established.

A Policy on Corporate Political Contributions and Expenditures was publicly disclosed and is available on our website.

5.   The Board of Directors should continue to make recruitment of diverse directors a priority.

We added two female directors to the Board.

LAS VEGAS SANDS 2022 Proxy Statement

1    

          Member of

     DOW Jones

     Sustainability Indices

          Powered by the S&P Global CSA

PROPOSAL 1

Elect ten directors to the Board to serve until the 2023 Annual Meeting

each nominee

PROPOSAL 2

Ratify the appointment of our independent registered public accounting firm

PROPOSAL 3

An advisory (non-binding) vote on compensation for our named executive officers

    2

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

LAS VEGAS SANDS 2022 Proxy Statement

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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

    4

LAS VEGAS SANDS 2022 Proxy Statement

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

✓

Comprehensive ESG Report Including GRI and SASB Disclosure

✓

Code of Business Conduct and Ethics

✓

Alignment with U.N. Sustainable Development Goals

Supplier Code of Conduct

✓

Emission Reduction Goals Approved by Science-Based Targets Initiative

Anti-Corruption Policy

✓

CDP Climate Change and Water Security Disclosure

Reporting and Non-Retaliation Policy

✓

Diversity, Equity and Inclusion Charter and Diversity Statement

Responsible Gaming Program

✓

Small and Medium Enterprises Support Programs in our Local Communities

Global Training and Development Program

✓

Human Rights Statement

Global Community Engagement and Charitable Giving Program

✓

Global Human Trafficking Prevention Policy

Board Oversight of the ESG Program

✓

Preventing Discrimination and Harassment Policy

ESG Metrics for NEO Variable Compensation

✓

Policy on Corporate Political Contributions and Expenditures and Disclosures

LAS VEGAS SANDS 2022 Proxy Statement

5    

WHAT WE DO

✓

60% Independent Directors. Six of our ten directors standing for election have been determined by us to be “independent” as defined by the NYSE listing standards.

No Classified Board. Our directors are elected annually for one-year terms.

✓

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.

No Poison Pill or Stockholder Rights Plan. We do not have a “poison pill” or stockholder rights plan.

✓

Annual Board and Committee Self-Evaluations. The Board and each committee annually conduct a comprehensive self-evaluation process.

No 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.”

✓

Systemic Risk Oversight by Board and Committees. Our Board has overall responsibility for risk oversight, while each of our Audit, Compensation, Compliance and Nominating and Governance Committees monitor and address risks within the scope of their particular expertise or charter.

No Hedging of Our Securities. Our anti-hedging policy prohibits our directors and officers from engaging in any hedging or monetization transactions involving our securities.

✓

Entirely Independent Committees. All of the members of our Audit, Compensation, Compliance and Nominating and Governance Committees are independent.

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.

✓

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.”

✓

Stock Ownership Guidelines for Directors. Our Equity Plan provides that directors may not sell their annual awards while a member of the Board.

✓

Detailed Disclosure of Political Contributions. In response to stockholder feedback, we adopted a Policy on Corporate Political Contributions and Expenditures and will publish an annual report accordingly.

    6

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,
including the continued
impact of COVID-19

•    company strategy

•    board composition

•    succession planning

•    corporate responsibility,
including environmental, social
and governance issues

•    executive compensation

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

LAS VEGAS SANDS 2022 Proxy Statement

7    

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.

NAME OF BENEFICIAL OWNER⁽²⁾

Dr. Miriam Adelson⁽³⁾⁽⁴⁾

General Trust under the Sheldon G. Adelson 2007 Remainder Trust⁽³⁾⁽⁵⁾

General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust⁽³⁾⁽⁶⁾

Robert G. Goldstein⁽⁷⁾

Patrick Dumont⁽⁸⁾

Randy Hyzak⁽⁹⁾

David Z. Hudson⁽¹⁰⁾

Irwin Chafetz^(3)(11)

Micheline Chau⁽¹²⁾

Charles D. Forman⁽¹³⁾

George Jamieson⁽¹⁴⁾

Nora M. Jordan⁽¹⁵⁾

Charles A. Koppelman⁽¹⁶⁾

Lewis Kramer⁽¹⁷⁾

David F. Levi⁽¹⁸⁾

All current executive officers and directors of our Company, taken together (12 persons)⁽¹⁹⁾

Less than 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.

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.

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.”

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

    8

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.

This amount includes 87,718,919 shares of our Common Stock held by the General Trust under the Sheldon G. Adelson 2007 Remainder Trust.

This amount includes 87,718,918 shares of our Common Stock held by the General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust.

This amount includes (a) 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.

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.

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.

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.

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.

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.

This amount includes (a) 212,040 shares of our Common Stock held by Mr. Forman and (b) 3,138 unvested shares of restricted stock.

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.

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.

This amount includes (a) 17,419 shares of our Common Stock held by Mr. Koppelman and (b) 3,138 unvested shares of restricted stock.

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.

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.

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.

LAS VEGAS SANDS 2022 Proxy Statement

9    

    10

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

ACCOUNTING/

AUDIT/FINANCE

SENIOR

LEADERSHIP

COMPLIANCE/ GOVERNANCE/

LEGAL

HOSPITALITY/

GAMING/MICE

PUBLIC

COMPANY BOARD EXPERIENCE

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR”

THE ELECTION OF EACH OF THE NOMINEES LISTED BELOW.

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.

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.

LAS VEGAS SANDS 2022 Proxy Statement

11    

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.

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.

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.

    12

LAS VEGAS SANDS 2022 Proxy Statement

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.

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.

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.

LAS VEGAS SANDS 2022 Proxy Statement

13    

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.

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.

    14

LAS VEGAS SANDS 2022 Proxy Statement

LAS VEGAS SANDS 2022 Proxy Statement

15    

DIRECTOR

COMPENSATION

COMMITTEE

NOMINATING AND

GOVERNANCE COMMITTEE

COMPLIANCE

COMMITTEE

Robert G. Goldstein

Patrick Dumont

Irwin Chafetz

Charles D. Forman

Micheline Chau*

George Jamieson*

Nora M. Jordan*

Charles A. Koppelman*

Lewis Kramer*

David F. Levi*

Yibing Mao*

2021 MEETINGS

Independent Director

Member

    16

LAS VEGAS SANDS 2022 Proxy Statement

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.

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

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

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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

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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.

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LAS VEGAS SANDS 2022 Proxy Statement

COMMITTEE

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

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LAS VEGAS SANDS 2022 Proxy Statement

NAME

Robert G. Goldstein

Patrick Dumont

Randy Hyzak

D. Zachary Hudson

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SHELDON G. ADELSON⁽¹⁾

Former Chairman, Chief
Executive
Officer and Treasurer

ROBERT  G.

GOLDSTEIN⁽²⁾

Chairman and
Chief Executive Officer

PATRICK DUMONT⁽³⁾

President and
Chief Operating
Officer

RANDY HYZAK⁽⁴⁾

Executive Vice
President and Chief
Financial Officer

D. ZACHARY HUDSON

Executive Vice President,
Global General Counsel and
Secretary

Mr. Adelson passed away January 11, 2021.

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.

Mr. Dumont was appointed as our President and Chief Operating Officer on January 26, 2021.

Mr. Hyzak was appointed as our Executive Vice President and Chief Financial Officer on January 26, 2021.

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.

Consolidated

Net Revenue

Consolidated

Net Loss From

Continuing Operations

Consolidated

Adjusted Property EBITDA⁽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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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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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.

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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✓

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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31    

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.

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LAS VEGAS SANDS 2022 Proxy Statement

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.

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.

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MR. GOLDSTEIN

Employment Agreement
Term

• Effective as of January 26, 2021

• Terminates on March 1, 2026

The Compensation Committee considered factors including Mr. Goldstein’s position as the Company’s Chief Executive Officer, his tenure at the Company, his business experience and knowledge of the 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.

Salary

Mr. Goldstein’s base salary is $3,000,000, pursuant to his employment agreement. Mr. Goldstein’s base salary was decreased from $4,500,000 prior to his entry into the employment agreement to $3,000,000 as part of our effort to ensure that most of his compensation should be “at-risk.”

Short-Term
Incentive

Under his employment agreement, Mr. Goldstein has a target bonus opportunity of 200% of his base salary, or $6,000,000, subject to his achievement of performance criteria established by the Compensation Committee.

The bonus is payable at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The actual bonus payout is determined by the Compensation Committee.

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.

Long-Term
Incentive

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.

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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LAS VEGAS SANDS 2022 Proxy Statement

MR. DUMONT

Employment
Agreement
Term

• Effective as of January 26, 2021

• Terminates on March 1, 2026

The Compensation Committee considered factors including Mr. Dumont’s position as the Company’s President and Chief Operating Officer, his tenure at the Company, his business experience and knowledge of the Company’s industry, as well as recommendations and advice from Korn Ferry, and, based on these factors and discussions with Korn Ferry, the Compensation Committee determined that the terms of Mr. Dumont’s new employment agreement were fair to the Company.

Salary

Mr. Dumont’s base salary is $2,500,000, pursuant to his employment agreement. Mr. Dumont’s annual base salary was increased from $1,200,000 prior to his entry into the employment agreement to $2,500,000 to reflect his increased level of seniority and responsibility.

Short-Term Incentive

Under his employment agreement, Mr. Dumont has a target bonus opportunity of 200% of his base salary, or $5,000,000, subject to his achievement of performance criteria established by the Compensation Committee.

The bonus is payable at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The actual bonus payout is determined by the Compensation Committee after consultation with the Company’s Chief Executive Officer.

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.

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.

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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35    

MR. HYZAK

Employment
Agreement
Term

• Effective as of January 26, 2021

• Terminates on March 1, 2026

The Compensation Committee considered factors including Mr. Hyzak’s finance background and experience with the Company, as well as recommendations and advice from Korn Ferry, when approving his employment agreement, and, based on these factors and discussions with Korn Ferry, the Compensation Committee determined that the terms of Mr. Hyzak’s new employment agreement were fair to the Company.

Salary

Mr. Hyzak’s base salary is $1,200,000, pursuant to his employment agreement.

Short-Term
Incentive

Under his employment agreement, Mr. Hyzak has a target bonus opportunity of 125% of his base salary, or $1,500,000, subject to his achievement of performance criteria recommended by the Chief Executive Officer and established by the Compensation Committee.

The bonus is payable at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The actual bonus payout is determined by the Compensation Committee after consultation with the Company’s Chief Executive Officer.

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.

Long-Term
Incentive

Mr. Hyzak received a one-time initial award of RSUs in an amount equal to 125% of his base salary, or $1,500,000, in connection with his 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.

Personal
Benefits*

The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Hyzak is required to reimburse the Company in full for these services.

Mr. Hyzak participates in a group supplemental medical insurance program available to certain of our senior officers.

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LAS VEGAS SANDS 2022 Proxy Statement

MR. HUDSON

Employment
Agreement
Term

• Originally effective as of September 30, 2019

• Amended effective March 1, 2021

• Terminates on March 1, 2026

The Compensation Committee considered factors including Mr. Hudson’s extensive legal background and experience, as well as recommendations and advice from Korn Ferry, when approving his amended employment agreement, and, based on these factors and discussions with Korn Ferry, the Compensation Committee determined that the terms of Mr. Hudson’s amended employment agreement were fair to the Company.

Salary

Mr. Hudson’s base salary is $1,100,000, pursuant to his amended employment agreement.

Short-Term
Incentive

Under his amended employment agreement, Mr. Hudson has a target bonus opportunity of 125% of his base salary, or $1,375,000, subject to his achievement of performance criteria recommended by the Chief Executive Officer and established by the Compensation Committee.

The bonus is payable at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The actual bonus payout is determined by the Compensation Committee after consultation with the Company’s Chief Executive Officer.

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.

Long-Term
Incentive

Mr. Hudson received a one-time initial award of RSUs in an amount equal to 125% of his base salary, or $1,375,000, in connection with his 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.

Personal
Benefits*

The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals.

Mr. Hudson is required to reimburse the Company in full for these services. Mr. Hudson participates in a group supplemental medical insurance program available to certain of our senior officers.

Personal Benefits:

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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LAS VEGAS SANDS 2022 Proxy Statement