Las Vegas Sands Corp DEFR14A, filed Mar 29, 2024

ROBERT G. GOLDSTEIN

Chairman and
Chief Executive Officer

PATRICK DUMONT

President and
Chief Operating
Officer

RANDY HYZAK

Executive Vice
President and Chief
Financial Officer

D. ZACHARY HUDSON

Executive Vice President,
Global General Counsel and
Secretary

Las Vegas Sands Corp (LVS)

DEFR14A 2024-03-29

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Added on October 22, 2026

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REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:

Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.	INTERNET Visit the website on your proxy card	BY TELEPHONE Call the telephone number on your proxy card	BY MAIL Sign, date and return your proxy card if you received a paper copy	DURING THE VIRTUAL MEETING Follow the instructions on your proxy card



1	PROXY SUMMARY

3	CORPORATE RESPONSIBILITY OVERVIEW

5	CORPORATE GOVERNANCE OVERVIEW

6	STOCKHOLDER ENGAGEMENT

7	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

9	BOARD OF DIRECTORS NOMINEES

14	INFORMATION REGARDING THE BOARD AND ITS COMMITTEES

	14	Board of Directors

	15	Board Committees

	17	Non-Board Committees

	17	Succession Planning and Development

18	CORPORATE GOVERNANCE

23	EXECUTIVE OFFICERS

24	COMPENSATION DISCUSSION AND ANALYSIS

	24	2023 Key Accomplishments & Financial Results

	25	Compensation Best Practices

	25	Our Executive Compensation Program

	27	Major Elements of Executive Officer Compensation

	38	Tax and Accounting Considerations Relating to Executive Compensation

	38	Executive Compensation Related Policies and Practices

	39	Advisory Vote on Executive Compensation

	39	The Committee’s Compensation Consultants

42	COMPENSATION COMMITTEE REPORT

43	EXECUTIVE COMPENSATION AND OTHER INFORMATION

	43	2023 Summary Compensation Table

	44	All Other Compensation for 2023

	45	2023 Grants of Plan-Based Awards

	46	Outstanding Equity Awards at 2023 Fiscal Year-End

	47	Option Exercises and Stock Vested in 2023

	47	Potential Payments Upon Termination or Change in Control

	59	Potential Payments/Benefits Upon Termination of Employment for 2023



60	PAY-VERSUS-PERFORMANCE

	60	2023 Pay-Versus-Performance Table

	61	Comparative Disclosure

	64	Most Important Performance Measures

65	CEO PAY RATIO

66	DIRECTOR COMPENSATION

68	EQUITY COMPENSATION PLAN INFORMATION

69	AUDIT COMMITTEE REPORT

70	FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

71	CERTAIN TRANSACTIONS

	71	Support Services Agreement

	71	Registration Rights Agreement

	71	Transactions Relating to Aircraft

	73	Other Transactions

	73	Property and Casualty Insurance

74	PROPOSAL NO.1: ELECTION OF DIRECTORS

75	PROPOSAL NO.2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

76	PROPOSAL NO.3: AN ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION

77	PROPOSAL NO.4: APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE 2004 EQUITY AWARD PLAN

86	PROXY STATEMENT

90	TIMEFRAME FOR STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING

91	OTHER INFORMATION

A-1	ANNEX A: NON-GAAP MEASURES

B-1	ANNEX B: AMENDED AND RESTATED 2004 EQUITY AWARD PLAN



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


PROPOSALS TO BE VOTED ON		BOARD VOTE RECOMMENDATION	PAGE REFERENCE (FOR MORE DETAIL)

PROPOSAL 1	Elect seven directors to the Board to serve until the 2025 Annual Meeting of Stockholders	FOR each nominee	74

PROPOSAL 2	Ratify the appointment of our independent registered public accounting firm	FOR	75

PROPOSAL 3	An advisory (non-binding) vote to approve the compensation of our named executive officers	FOR	76

PROPOSAL 4	Approve the amendment and restatement of the Company’s 2004 Equity Award Plan	FOR	77



✓	Board oversight of the ESG program	✓	Code of Business Conduct and Ethics

✓	Comprehensive annual ESG Report including the Global Reporting Initiative and the Sustainability Accounting Standards Board disclosure	✓	Supplier Code of Conduct

✓	Emission reduction goals approved by Science Based Targets initiative	✓	Anti-Corruption Policy

✓	CDP Climate Change and Water Security disclosures	✓	Reporting and Non-Retaliation Policy

✓	Sands Diversity Statement	✓	ESG metrics for NEO variable compensation

✓	SME support programs in our local communities	✓	Policy on Corporate Political Contributions and Expenditures and Disclosures

✓	Human Rights Statement	✓	Global training and development program

✓	Global Human Trafficking Prevention Policy	✓	Responsible gaming program

✓	Preventing Discrimination and Harassment Policy	✓	Global community engagement and charitable giving

✓	Sustainable Sourcing Policy	✓	Alignment with U.N. Sustainable Development Goals



PILLAR	2025 TARGET	2023 PROGRESS

Planet	17.5% reduction in Scope 1 and 2 emissions from a 2018 baseline	50% reduction in Scope 1 and 2 emissions in 2023 as compared to a 2018 baseline

People	$200 million investment in workforce development to enable career progression for our Team Members and advancement of the talent pool in the hospitality industry	$68 million invested in 2023; $181 million cumulative investment from 2021-2023

Communities	250,000 volunteer hours in support of the communities in the markets where we operate	30,493 volunteer hours in 2023; 222,823 Team Member volunteer hours cumulatively since 2021



WHAT WE DO		WHAT WE DON’T DO

✓	Diversity of Directors. Female representation on our Board is 14% and 29% of our directors are racially or ethnically diverse.		No Classified Board. All our directors are elected annually for one-year terms.

✓	Annual Board and Committee Self-Evaluations. The Board and each committee annually conduct a comprehensive self-evaluation process, which is administered by an independent third party.		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.

✓	Systemic Risk Oversight by Board and Committees. Our Board has overall responsibility for risk oversight, while each of our Audit, Compensation, Compliance and Nominating and Governance Committees monitor and address risks within the scope of their particular expertise or charter.		No Option Trading or Short Selling of Our Securities. None of our directors and officers are permitted to trade in puts, calls or other derivatives in respect of Company securities or sell Company securities “short.”

✓	Entirely Independent Committees. All of the members of our Audit, Compensation, Compliance and Nominating and Governance Committees are independent.		No Poison Pill or Stockholder Rights Plan. We do not have a “poison pill” or stockholder rights plan.

✓	Audit Committee Financial Literacy. All of the members of our Audit Committee qualify as “financially literate” as required by the NYSE and meet the SEC’s definition of an “Audit Committee Financial Expert.”		No Pledging of Our Securities. None of our officers or directors are permitted to hold Company securities in a margin account or pledge our securities as collateral for a loan.

✓	Stock Ownership Guardrails for Directors. Our equity plan provides that directors may not sell their annual awards received for Board service while a member of the Board.

✓	Detailed Disclosure of Political Contributions. We have adopted a Policy on Corporate Political Contributions and Expenditures and publish periodic reports disclosing this activity.



	BENEFICIAL OWNERSHIP⁽¹⁾

NAME OF BENEFICIAL OWNER⁽²⁾	SHARES		PERCENT (%)

Dr. Miriam Adelson⁽³⁾⁽⁴⁾		345,607,514		46.4	%

General Trust under the Sheldon G. Adelson 2007 Remainder Trust⁽³⁾⁽⁵⁾		87,718,919		11.8	%

General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust⁽³⁾⁽⁶⁾		87,718,918		11.8	%

Robert G. Goldstein⁽⁷⁾		5,805,801			*

Patrick Dumont⁽⁸⁾		1,804,452			*

Randy Hyzak⁽⁹⁾		502,899			*

D. Zachary Hudson⁽¹⁰⁾		511,863			*

Irwin Chafetz^(3)(11)		328,745,133		44.1	%

Micheline Chau⁽¹²⁾		28,577			*

Charles D. Forman⁽¹³⁾		208,845			*

Lewis Kramer⁽¹⁴⁾		29,054			*

Alain Li		—		—

All current executive officers and directors of our Company, taken together (9 persons)⁽¹⁵⁾		8,983,457		1.2	%


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.


BIOGRAPHIES		Below are the backgrounds of our director nominees:



AUDIT COMMITTEE

MEMBERS: Lewis Kramer (Chair) Micheline Chau Alain Li MEETINGS HELD IN 2023: 6 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 cybersecurity) 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 Ms. Chau, Mr. Kramer and Mr. Li 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 qualifies as an “audit committee financial expert,” as both terms are defined in the NYSE listing standards and federal securities rules and regulations. The Audit Committee’s activities also involve numerous discussions and other communications among its members and others.



COMPENSATION COMMITTEE

MEMBERS: Micheline Chau (Chair) Lewis Kramer MEETINGS HELD IN 2023: 5 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, under which we provide short-term incentive compensation awards • review, approve and administer the terms of our compensation recoupment policies for recovering incentive-based compensation, including our Forfeiture of Improperly Received Compensation Policy and Clawback Policy, with respect to our executive officers The Compensation Committee is also involved in our enterprise risk management process as further described below under “Corporate Governance — The Board’s Role in Risk Oversight” and “Corporate Governance — 2023 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.”



NOMINATING AND GOVERNANCE COMMITTEE

MEMBERS: Lewis Kramer (Chair) Micheline Chau Alain Li MEETINGS HELD IN 2023: 5 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 our ESG program



COMPLIANCE COMMITTEE

MEMBERS: Micheline Chau (Chair) Lewis Kramer Alain Li MEETINGS HELD IN 2023: 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 our business, including gaming laws and regulations • the compliance with our 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 our directors, officers, Team Members, contractors and agents



COMMITTEE		RISK OVERSIGHT RESPONSIBILITIES

Audit Committee		• oversees enterprise risk management, generally • reviews and discusses with management our major financial risk exposures and the steps management has taken to monitor, control and manage these exposures, including our risk assessment and risk management guidelines and policies • meets regularly with those members of management responsible for our 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 our 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 our compliance program, including compliance with the laws and regulations applicable to our business and compliance with our Code of Business Conduct and Ethics and other policies

Nominating and Governance Committee		• oversees our ESG risk by reviewing and assessing our ESG goals, policies and programs • assists the Board in overseeing succession plans for our senior management



NAME	AGE	TITLE

Robert G. Goldstein	68	Chairman and Chief Executive Officer

Patrick Dumont	49	President and Chief Operating Officer

Randy Hyzak	54	Executive Vice President and Chief Financial Officer

D. Zachary Hudson	44	Executive Vice President, Global General Counsel and Secretary



WHAT WE DO		WHAT WE DON’T DO

✓	Provide the opportunity for stockholders to vote on the advisory “say-on-pay” proposal on an annual basis		No supplemental executive retirement plans

✓	Maintain clawback policies for our cash and equity incentive awards		No guaranteed bonuses

✓	Utilize short-term and long-term performance-based incentives		No repricing of stock options

✓	Fully disclose our incentive plan performance measures		No “golden parachute” excise tax gross ups

✓	Align our executive compensation structure with the interests of our stockholders		No “single-trigger” vesting or benefits solely upon the occurrence of a change in control

✓	Provide for a majority of executive compensation that is at-risk and tied to the Company’s performance		Provide for annual equity compensation for executive officers that does not have a performance-based element

✓	Retain an independent executive compensation consultant

✓	Include ESG metrics in our performance-based compensation



ESG Metrics:

TARGET	RATIONALE	NOMINATING AND GOVERNANCE COMMITTEE DETERMINATION OF ACHIEVEMENT	ACHIEVEMENT DETAILS

Recognition of LVS or its subsidiaries on at least six global, regional or national ESG related indices or listings	Objective measure of the standard to which our ESG program is performing. Additionally, 2022 goal was to be recognized on at least three indices or listings, so this represents a higher standard of achievement.	Achieved	In 2023, we or our subsidiaries were recognized in or awarded 20 ESG related indices, listings or awards, including DJSI World, DJSI North America, DJSI Asia Pacific, FTSE4Good, ISS Prime and Newsweek America’s Most Responsible Companies.

Demonstration of progress in decreasing carbon emissions in line with five-year target in 2021—2025 period	Carbon emission decrease is one of the Company’s critical environmental targets.	Achieved	We achieved a greenhouse gas emission reduction of 50% from the baseline year, which is ahead of the five-year target.

Continued execution of best-in-class compliance, responsible gaming and human trafficking prevention programs	Long-term investment in areas, which are critical to the responsible operation of our business and to the communities in which we operate.	Achieved	In 2023, we launched a global Choose Integrity Campaign to reinforce principles of business conduct. MBS, Parisian and Plaza Macao achieved responsible gaming accreditation or reaccreditation. We completed a global review of our existing Anti-Human Trafficking and Modern Slavery program.

Demonstration of gender diversity progress toward ultimate target established for 2025	Gender diversity is one of the Company’s key global initiatives to drive strategic and operational innovation.	Achieved	At SCL, we have reached our 2025 targets for representation of woman in management and junior management in 2023, which constituted progress toward such target.



MR. GOLDSTEIN

Employment Agreement Term		• Effective as of January 26, 2021 • Terminates on March 1, 2026

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

Short-Term Incentive		Under his employment agreement, Mr. Goldstein has a target bonus opportunity of 200% of his base salary, or $6,000,000, subject to his achievement of performance criteria established by the Compensation Committee. The bonus is payable at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The actual bonus payout is determined by the Compensation Committee. In 2023, the financial consolidated adjusted property EBITDA performance criteria were certified at 115%, and as a result, Mr. Goldstein received a bonus of $6.9 million, paid in February 2024. Refer to “2023 Executive Compensation Performance Criteria.”

Long-Term Incentive		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. The financial consolidated adjusted property EBITDA performance criteria for the 2023 RSU award were certified at 115%, and as a result, Mr. Goldstein received an RSU award of $11.21 million, granted on January 29, 2024. Refer to “2023 Executive Compensation Performance Criteria.” On April 26, 2021, Mr. Goldstein received a one-time initial award of 150,000 restricted stock units (“RSU”s) in connection with his employment agreement. These initial RSUs vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. On December 3, 2021, Mr. Goldstein received options to purchase 2,000,000 shares of our Common Stock that vest annually over three years, subject to the satisfaction of certain performance objectives by December 31, 2022, which the Compensation Committee certified as of December 31, 2022. The continued vesting of these options is subject to Mr. Goldstein’s continued employment with the Company.

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.



MR. DUMONT

Employment Agreement Term		• Effective as of January 26, 2021 • Terminates on March 1, 2026

Base 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 CEO. In 2023, the financial consolidated adjusted property EBITDA performance criteria were certified at 115%, and as a result, Mr. Dumont received a bonus of $5.75 million, paid in February 2024. Refer to “2023 Executive Compensation Performance Criteria.”

Long-Term Incentive		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. The financial consolidated adjusted property EBITDA performance criteria for the 2023 RSU award were certified at 115%, and as a result, Mr. Dumont received an RSU award of $5.75 million, granted on January 29, 2024. Refer to “2023 Executive Compensation Performance Criteria.” On April 26, 2021, Mr. Dumont received a one-time initial award of RSUs in an amount equal to 200% of his base salary, or $5,000,000, in connection with his employment agreement. These initial RSUs vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. On December 3, 2021, Mr. Dumont received options to purchase 1,500,000 shares of our Common Stock that vest annually over three years, subject to the satisfaction of certain performance objectives by December 31, 2022, which the Compensation Committee certified as of December 31, 2022. The continued vesting of these options is subject to Mr. Dumont’s continued employment with the Company.

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.



MR. HYZAK

Employment Agreement Term		• Effective as of January 26, 2021 • Terminates on March 1, 2026

Base 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 CEO 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 CEO. In 2023, the financial consolidated adjusted property EBITDA performance criteria were certified at 115%, and as a result, Mr. Hyzak received a bonus of $1.73 million, paid in February 2024. See “2023 Executive Compensation Performance Criteria.”

Long-Term Incentive		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. The financial consolidated adjusted property EBITDA performance criteria for the 2023 RSU award were certified at 115%, and as a result, Mr. Hyzak received an RSU award of $1.73 million, granted on January 29, 2024. Refer to “2023 Executive Compensation Performance Criteria.” On April 26, 2021, 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 original employment agreement. These initial RSUs vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. On December 3, 2021, Mr. Hyzak received options to purchase 500,000 shares of our Common Stock that vest annually over three years, subject to the satisfaction of certain performance objectives by December 31, 2022, which the Compensation Committee certified as of December 31, 2022. The vesting of these options is subject to Mr. Hyzak’s continued employment with the Company.

Personal Benefits*		The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Hyzak is required to reimburse the Company in full for these services, other than for utilization of Company-owned jet aircraft for personal purposes, which constitutes taxable income to Mr. Hyzak. Mr. Hyzak participates in a group supplemental medical insurance program available to certain of our senior officers.



MR. HUDSON

Employment Agreement Term		• Originally effective as of September 30, 2019 • Amended effective as of March 1, 2021 • Terminates on March 1, 2026

Base 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 CEO 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 CEO. In 2023, the financial consolidated adjusted property EBITDA performance criteria were certified at 115%, and as a result, Mr. Hudson received a bonus of $1.58 million, paid in February 2024. Refer to “2023 Executive Compensation Performance Criteria.”

Long-Term Incentive		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. The financial consolidated adjusted property EBITDA performance criteria for the 2023 RSU award were certified at 115%, and as a result, Mr. Hudson received an RSU award of $1.58 million, granted on January 29, 2024. Refer to “2023 Executive Compensation Performance Criteria.” On April 26, 2021, Mr. Hudson received a one-time initial award of RSUs in an amount equal to 125% of his base salary, or $1,375,000, in connection with his employment agreement. These initial RSUs vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. On December 3, 2021, Mr. Hudson received options to purchase 500,000 shares of our Common Stock that vest annually over three years, subject to the satisfaction of certain performance objectives by December 31, 2022, which the Compensation Committee certified as of December 31, 2022. The vesting of these options is subject to Mr. Hudson’s continued employment with the Company.

Personal Benefits*		The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Hudson is required to reimburse the Company in full for these services, other than for utilization of Company-owned jet aircraft for personal purposes, which constitutes taxable income to Mr. Hudson. Mr. Hudson participates in a group supplemental medical insurance program available to certain of our senior officers.



MR. HYZAK

Employment Agreement Term		• Originally effective as of January 26, 2021 • Amended effective as of January 1, 2024 • Terminates on December 31, 2029

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

Short-Term Incentive		Under his amended employment agreement, Mr. Hyzak has a target bonus opportunity of 150% of his base salary, or $1,800,000, subject to his achievement of performance criteria recommended by the CEO 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 CEO.

Long-Term Incentive		Under his amended employment agreement, Mr. Hyzak has a target annual equity award opportunity equal to 175% of his base salary, or $2,100,000, 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.

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, other than for utilization of Company-owned jet aircraft for personal purposes, which constitutes taxable income to Mr. Hyzak. Mr. Hyzak participates in a group supplemental medical insurance program available to certain of our senior officers.



• MGM Resorts International		• Vici Properties, Inc.

• Caesars Entertainment, Inc.		• Starbucks Corporation

• Wynn Resorts, Limited		• McDonalds Corporation

• Marriott International, Inc.		• Yum China Holdings, Inc.

• Hilton Worldwide Holdings Inc.		• Booking Holdings, Inc.

• Carnival Corporation & plc		• Expedia Group, Inc.

• Royal Caribbean Cruises Ltd.		• Live Nation Entertainment, Inc.

• Simon Property Group, Inc.



NAME AND PRINCIPAL POSITION	YEAR		SALARY ($)			BONUS ($)			STOCK AWARDS⁽¹⁾ ($)			OPTION AWARDS⁽²⁾ ($)			NON-EQUITY INCENTIVE PLAN COMPENSATION⁽³⁾ ($)			ALL OTHER COMPENSATION⁽⁴⁾ ($)			TOTAL ($)

Robert G. Goldstein⁽⁵⁾ Chairman of the Board and Chief Executive Officer		2023		$	3,000,000		$	—		$	9,749,944		$	—		$	6,900,000		$	2,287,874		$	21,937,818
		2022		$	3,000,000		$	—		$	—		$	—		$	6,000,000		$	2,410,263		$	11,410,263
		2021		$	3,150,000		$	—		$	8,964,000		$	17,220,000		$	—		$	1,870,900		$	31,204,900

Patrick Dumont⁽⁶⁾ President and Chief Operating Officer		2023		$	2,500,000		$	—		$	4,999,964		$	—		$	5,750,000		$	4,174,814		$	17,424,778
		2022		$	2,500,000		$	—		$	—		$	—		$	5,000,000		$	4,123,680		$	11,623,680
		2021		$	2,370,000		$	—		$	5,000,000		$	12,915,000		$	—		$	2,169,342		$	22,454,342

Randy Hyzak⁽⁷⁾ Executive Vice President and Chief Financial Officer		2023		$	1,200,000		$	—		$	1,499,960		$	—		$	1,725,000		$	49,009		$	4,473,969
		2022		$	1,200,000		$	—		$	—		$	—		$	1,500,000		$	26,692		$	2,726,692
		2021		$	1,166,000		$	—		$	1,499,976		$	4,305,000		$	—		$	43,024		$	7,014,000

D. Zachary Hudson Executive Vice President, Global General Counsel and Secretary		2023		$	1,100,000		$	—		$	1,374,997		$	7,949,993		$	1,581,250		$	41,836		$	12,048,076
		2022		$	1,100,000		$	—		$	—		$	—		$	1,375,000		$	77,780		$	2,552,780
		2021		$	1,071,154		$	—		$	1,374,958		$	4,305,000		$	—		$	66,280		$	6,817,392



NAMED EXECUTIVE OFFICER	401(k) PLAN⁽ⁱ⁾ ($)			LIFE AND DISABILITY INSURANCE⁽ⁱⁱ⁾ ($)			HEALTH CARE INSURANCE⁽ⁱⁱⁱ⁾ ($)			SECURITY^(iv) ($)			OTHER^(v) ($)			TOTAL ($)

Robert G. Goldstein		$	18,300		$	15,520		$	21,722		$	991,905		$	1,240,427		$	2,287,874

Patrick Dumont		$	—		$	2,752		$	18,233		$	2,091,610		$	2,062,219		$	4,174,814

Randy Hyzak		$	18,300		$	3,664		$	288		$	—		$	26,757		$	49,009

D. Zachary Hudson		$	12,869		$	2,182		$	4,656		$	—		$	22,129		$	41,836



			ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS⁽¹⁾									ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)		ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#)		EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SH)			GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS⁽²⁾ ($)
NAME	GRANT DATE		THRESHOLD ($)			TARGET ($)			MAXIMUM ($)							EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SH)

Robert G. Goldstein

Annual Bonus				$	5,100,000		$	6,000,000		$	6,900,000

RSU Award		1/30/2023											168,451							$	57.88

Stock Option															—		$	—

Patrick Dumont

Annual Bonus				$	4,250,000		$	5,000,000		$	5,750,000

RSU Award		1/30/2023											86,385							$	57.88

Stock Option															—		$	—

Randy Hyzak

Annual Bonus				$	1,275,000		$	1,500,000		$	1,725,000

RSU Award		1/30/2023											25,915							$	57.88

Stock Option															—		$	—

D. Zachary Hudson

Annual Bonus				$	1,168,750		$	1,375,000		$	1,581,250

RSU Award		1/30/2023											23,756							$	57.88

Stock Option		12/13/2023													510,157		$	48.63		$	15.58


	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 ($)		OPTION EXPIRATION DATE		NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)			MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED⁽⁴⁾ ($)

Robert G. Goldstein		2,250,000		—			—	$	56.11		12/8/2024		51,000	⁽⁵⁾	$	2,509,710

		1,500,000		1,000,000	⁽¹⁾		—	$	50.33		11/19/2028		168,451	⁽⁶⁾	$	8,289,474

		1,332,000		668,000	⁽²⁾		—	$	34.28		12/2/2031		—			—

Patrick Dumont		425,000		—			—	$	52.53		3/28/2026		28,447	⁽⁵⁾	$	1,399,877

		999,000		501,000	⁽²⁾		—	$	34.28		12/2/2031		86,385	⁽⁷⁾	$	4,251,006

Randy Hyzak		21,910		—			—	$	58.81		10/3/2026		8,534	⁽⁵⁾	$	419,958

		21,358		—			—	$	63.89		6/29/2027		25,915	⁽⁸⁾	$	1,275,277

		17,424		—			—	$	75.18		2/1/2028		—			—

		35,635		—			—	$	59.89		1/31/2029		—			—

		39,920		—			—	$	65.31		1/30/2030		—			—

		333,000		167,000	⁽²⁾		—	$	34.28		12/2/2031		—			—

D. Zachary Hudson		150,000		—			—	$	57.76		9/29/2029		7,822	⁽⁵⁾	$	384,921

		333,000		167,000	⁽²⁾		—	$	34.28		12/2/2031		23,756	⁽⁹⁾	$	1,169,033

		—		510,157	⁽³⁾		—	$	48.63		12/12/2033		—			—



REASON FOR TERMINATION		MR. GOLDSTEIN IS ENTITLED TO:

Company Terminates for Cause		“Goldstein Accrued Benefits” consisting of: • base salary through the date of termination of employment • all previously earned bonuses through the date of termination of employment • reimbursement for expenses incurred, but not paid, prior to such termination of employment, subject to the receipt of supporting information by the Company • such other compensation and benefits as may be provided in outstanding equity awards or applicable plans and programs of the Company, according to the terms and conditions of such plans and programs

Company Terminates Without Cause or Executive Officer Terminates for Good Reason		• Goldstein Accrued Benefits • a lump sum payment in the amount of two times the sum of his base salary plus his target bonus • any unpaid bonus for the calendar year preceding the date of termination of employment • pro-rata target bonus for the year of termination • accelerated vesting of equity, except for the one-time performance-based stock options, which, in accordance with the applicable award agreement, will remain outstanding and will continue to vest as set out in the applicable award agreement

Company Terminates Without Cause or Executive Officer Terminates for Good Reason within 24 months following a Change in Control		• Goldstein Accrued Benefits • accelerated vesting of equity, except for the one-time performance-based stock options, which, in accordance with the applicable award agreement, will continue to vest as set out in the applicable award agreement • a lump sum payment in the amount of three times the sum of his base salary plus target bonus • any unpaid bonus for the calendar year preceding the date of termination of employment • pro-rata target bonus for the year of termination • continued participation in the health and welfare benefit plans of the Company and employer contributions to non-qualified retirement plans and deferred compensation plans, if any, for two years following the date of termination

Death or Disability		• Goldstein Accrued Benefits • a lump sum payment in the amount of two times his base salary • any unpaid bonus for the calendar year preceding the date of termination of employment • accelerated vesting of equity, except for the one-time performance-based stock options, which, in accordance with the applicable award agreement, will expire to the extent unvested on the date of termination of employment due to death or disability

Termination After the Employment Term Expires		• in the event Mr. Goldstein’s employment terminates after the expiration of his employment term (March 1, 2026) for any reason, all equity awards previously granted pursuant to his employment agreement or otherwise will immediately vest



DEFINITION		DESCRIPTION IN MR. GOLDSTEIN’S EMPLOYMENT AGREEMENT

Cause		• he is convicted of a felony • he commits fraud or embezzlement with respect to the Company, its subsidiaries or affiliates • he commits any material act of dishonesty relating to his employment by the Company resulting in direct or indirect personal gain or enrichment at the expense of the Company, its subsidiaries or affiliates • he uses alcohol or drugs that render him materially unable to perform the functions of his job or to carry out his duties to the Company and he fails to correct the situation following written notice • he commits a material breach of his employment agreement and he fails to correct the situation following written notice • he commits any act or acts of serious and willful misconduct that is likely to cause a material adverse effect on the business of the Company, its subsidiaries or affiliates • his gaming license is withdrawn with prejudice, denied, revoked or suspended by any of the gaming authorities with jurisdiction over the Company or its affiliates and he fails to correct the situation following written notice

Good Reason		• the Company’s removal of Mr. Goldstein from the position of Chief Executive Officer of the Company • any other material adverse change in Mr. Goldstein’s status, position, duties or responsibilities (which shall include any adverse change in his reporting relationships) or location of principal office • Company’s material breach of its obligations under his employment agreement or any plan documents or agreements of the Company No purported termination for Good Reason will be effective unless the Company fails to cure the facts or events creating “Good Reason” within 30 days after written notice is delivered by Mr. Goldstein to the Company.

Change in Control		• Refer to “Change in Control Arrangements” as previously described for details

Disability		• Mr. Goldstein shall, in the opinion of an independent physician selected by agreement between the Board of Directors and Mr. Goldstein, become so physically or mentally incapacitated that he is unable to perform the duties of his employment for an aggregate of 180 days in any 365-day consecutive period or for a continuous period of six consecutive months