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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

 

 

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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

 

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“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,

 

 

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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

 

             

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,

 

 

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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.

PLEASE FOLLOW THE INSTRUCTIONS IN THE COMPANY’S NOTICE OF INTERNET

AVAILABILITY OF PROXY MATERIALS TO VOTE YOUR PROXY.

 

 

REVIEW YOUR PROXY STATEMENT AND

VOTE IN ONE OF FOUR WAYS:

 

 

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LOGO

 

 

LOGO

 

 

LOGO

   

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

 

INTERNET

Visit the website on your proxy card

 

BY TELEPHONE

Call the telephone number on your proxy card

 

BY MAIL

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

 

 

DURING THE

VIRTUAL MEETING

Follow the instructions

on your proxy card

 

 

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TABLE OF CONTENTS

 

1    PROXY SUMMARY
3    CORPORATE RESPONSIBILITY OVERVIEW
6    CORPORATE GOVERNANCE OVERVIEW
7    STOCKHOLDER ENGAGEMENT
8    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
10    BOARD OF DIRECTORS NOMINEES
15    INFORMATION REGARDING THE BOARD AND ITS COMMITTEES
   15   Board of Directors
   16   Board Committees
   18   Non-Board Committees
     19   Succession Planning and Development
20    CORPORATE GOVERNANCE
25    EXECUTIVE OFFICERS
26    COMPENSATION DISCUSSION AND ANALYSIS
   26   2021 Accomplishments
   26   2021 Financial Results
   27   2021 Developments in Pay for Performance
   27   Objectives of Our Executive Compensation Program
   28   Elements of Executive Officer Compensation
   29   The Process of Setting Executive Compensation
   30   Compensation Best Practices
   31   Major Elements of Executive Officer Compensation
   38   Tax and Accounting Considerations Relating to Executive Compensation
   39   Executive Compensation Related Policies and Practices
   39   Advisory Vote on Executive Compensation
     40   The Committee’s Compensation Consultants
42    COMPENSATION COMMITTEE REPORT
43    EXECUTIVE COMPENSATION AND OTHER INFORMATION
   43   2021 Summary Compensation Table
   44   All Other Compensation
   45   2021 Grants of Plan-Based Awards
   46   Outstanding Equity Awards at 2021 Fiscal Year-End
   47   Option Exercises and Stock Vested in 2021
   47   Potential Payments Upon Termination or Change in Control
     56   Potential Payments/Benefits Upon Termination of Employment for 2021
58    CEO PAY RATIO
59    DIRECTOR COMPENSATION
61    EQUITY COMPENSATION PLAN INFORMATION
62    AUDIT COMMITTEE REPORT
63    FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
64    CERTAIN TRANSACTIONS
   64   Support Services Agreement
   64   Registration Rights Agreement
   64   Transactions Relating to Aircraft
   65   Other Transactions
     66   Property and Casualty Insurance
67    PROPOSAL NO.1: ELECTION OF DIRECTORS
68    PROPOSAL NO.2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
69    PROPOSAL NO.3: AN ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION
70    PROXY STATEMENT
74    TIMEFRAME FOR STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
75    OTHER INFORMATION
A-1    ANNEX A: NON-GAAP MEASURES
 

 

 

 

 


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PROXY SUMMARY

— 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
   

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

 

 

 

 

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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

 

LOGO   LOGO   LOGO
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)
       

PROPOSAL 1

 

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

   FOR

each nominee

     67
       

PROPOSAL 2

 

Ratify the appointment of our independent registered public accounting firm

   FOR      68
       

PROPOSAL 3

 

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

   FOR      69

 

    2

 

 

 

  LAS VEGAS SANDS 2022 Proxy Statement  

    

 

 

 


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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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LAS VEGAS SANDS 2022 Proxy Statement

 

 

 

 

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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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LAS VEGAS SANDS 2022 Proxy Statement

 

 

 

 

    

 

 

 


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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:

 

       

 

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

 

 

 

 

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CORPORATE GOVERNANCE OVERVIEW

CORPORATE GOVERNANCE PROFILE

Our commitment to corporate governance is integral to our business and reflects not only regulatory requirements, NYSE listing standards and broadly recognized governance practices, but also effective leadership and oversight by our executive officers and Board. We have structured our corporate governance in a manner that we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance framework include the following:

 

WHAT WE DO

             WHAT WE DO NOT DO

 

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

 

 

 

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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.

 

 

 

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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.

 

 

 

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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.”

 

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.

 

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.

 

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.

 

 

 

 

 

 

 

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  LAS VEGAS SANDS 2022 Proxy Statement  

    

 

 

 


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STOCKHOLDER ENGAGEMENT

 

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:

 

 

LOGO

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.

 

    

 

 

 

 

LAS VEGAS SANDS 2022 Proxy Statement

 

 

 

 

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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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BOARD OF DIRECTORS NOMINEES

 

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.

 

 

OVERVIEW OF DIRECTOR NOMINEES

 

LOGO

 

LOGO

 

 

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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

                               

 

 

LOGO

 

 

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR”

THE ELECTION OF EACH OF THE NOMINEES LISTED BELOW.

 

Below are the backgrounds of the director-nominees:

 

     

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.

 

   

 

    

 

 

 

 

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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.

 

   

 

     

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.

 

   

 

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BOARD OF DIRECTORS NOMINEES

 

 

     

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.

 

   

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.

 

     

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.

 

   

 

    

 

 

 

 

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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.

 

   

Note: Mr. Jamieson will retire from our Board at the expiration of his term as of the 2022 Annual Meeting. At this time, Mr. Levi will become the Chair of the Compliance Committee.

 

     

YIBING

MAO

 

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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INFORMATION REGARDING

THE BOARD AND ITS COMMITTEES

— BOARD OF DIRECTORS

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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— BOARD COMMITTEES

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    

 

   

 

   

 

   

 

           

Patrick Dumont

     

 

   

 

   

 

   

 

           

Irwin Chafetz

     

 

   

 

   

 

   

 

           

Charles D. Forman

     

 

   

 

   

 

   

 

           

Micheline Chau*

         

 

   

 

           

George Jamieson*

       

 

   

 

  Chair
           

Nora M. Jordan*

       

 

     

 

           

Charles A. Koppelman*

     

 

  Chair    
           

Lewis Kramer*

    Chair    

 

     

 

           

David F. Levi*

     

 

    Chair  
           

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.

NON-BOARD COMMITTEES

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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CORPORATE GOVERNANCE

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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EXECUTIVE OFFICERS

This section contains certain information about our current executive officers, including their names and ages (as of the mailing of these proxy materials), positions held and periods during which they have held such positions. There are no arrangements or understandings between our officers and any other person pursuant to which they were selected as officers.

 

     

NAME

  AGE    TITLE
     

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
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

 

(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.

— 2021 ACCOMPLISHMENTS

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.

— 2021 FINANCIAL RESULTS

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

 

 

LOGO

— 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

 

 

LOGO

  

 

LOGO

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:

 

LOGO

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.

— COMPENSATION BEST PRACTICES

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

 

 

 

LOGO

 

No supplemental executive retirement plans

 

Maintain a clawback policy for our cash and equity incentive awards

 

 

 

LOGO

 

No guaranteed bonuses

 

Utilize short-term and long-term performance-based incentives/measures

 

 

 

LOGO

 

No repricing of stock options

 

Fully disclose our incentive plan performance measures

 

 

 

LOGO

 

No “golden parachute” excise tax gross ups

 

Align our executive compensation structure with the interests of our stockholders

 

 

 

LOGO

 

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:

 

 

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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COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

MR. DUMONT

   

Employment
Agreement
Term

 

 Effective as of January 26, 2021

 

 Terminates on March 1, 2026

 

The Compensation Committee considered factors including Mr. Dumont’s position as the Company’s President and Chief Operating Officer, his tenure at the Company, his business experience and knowledge of the 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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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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COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

MR. HUDSON

   

Employment
Agreement
Term

 

 Originally effective as of September 30, 2019

 

 Amended effective March 1, 2021

 

 Terminates on March 1, 2026

 

The Compensation Committee considered factors including Mr. Hudson’s extensive legal background and experience, as well as recommendations and advice from 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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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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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis contained in this Proxy Statement with management and, based on the review and discussions, the Compensation Committee recommended to the Board the Compensation Discussion and Analysis be included by reference in the Company’s Annual Report on Form 10-K and this Proxy Statement.

Charles A. Koppelman, Chair

Micheline Chau

David F. Levi

The foregoing Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except to the extent the Company specifically incorporates this report by reference therein.

 

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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
POSITION

  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
of the Board,
Chief Executive Officer
and Treasurer

    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
the Board
and
Chief Executive Officer

    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
Chief Operating Officer

    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
President and
Chief Financial Officer

    2021     $ 1,166,000     $     $ 1,499,976     $ 4,305,000     $     $ 43,024     $ 7,014,000  
                 

D. Zachary Hudson(9)

Executive Vice President,
Global General Counsel
and Secretary

    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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— ALL OTHER COMPENSATION

 

               

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
OR

BASE
PRICE

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

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

                       

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.

 

    

 

 

 

 

LAS VEGAS SANDS 2022 Proxy Statement

 

 

 

 

45    

 

 

 


Table of Contents

— 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
UNEXERCISED

OPTIONS

(#)

EXERCISABLE

   

NUMBER OF

SECURITIES

UNDERLYING

UNEXERCISED

OPTIONS

(#)

UNEXERCISABLE

   

EQUITY
INCENTIVE
PLAN
AWARDS:
NUMBER OF
SECURITIES
UNDERLYING
UNEARNED
OPTIONS

(#)

   

OPTION

EXERCISE

PRICE

($)

   

OPTION

EXPIRATION

DATE

   

NUMBER OF

SHARES OR

UNITS OF

STOCK

THAT HAVE

NOT VESTED

(#)

   

MARKET
VALUE OF
SHARES OR

UNITS OF
STOCK

THAT HAVE

NOT VESTED(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