Wynn Resorts (NASDAQ: WYNN ) has just significantly retooled its executive pay plans, even for CEO and significant owner Stephen Wynn. Wynn Resorts is one of the few companies to hold its Say on Pay vote once every three years. Most companies were told by shareholders to have an annual vote, but at Wynn, well, it helps to have insiders on the board who control about 20% of the vote.
The last vote was in 2011, when 21% – a very significant number given the more than 95% support for most plans – voted against pay at the company. This year not only sees another Say on Pay vote – the annual meeting is being held in Macau, so I don't think too many will be voting in person – but also some significant improvements to executive pay practices. The two events could well be linked.
First of all, Wynn's base salary is being reduced from $4 million to $2.5 million. That's still a comfortable living wage, sure, but it's a big reduction. Secondly he will be required to contribute to his personal use of the company aircraft, which cost shareholders almost a million dollars last year. Thirdly, instead of being provided free, he will have to pay for the company-provided villa – which is on company property – that has a lease cost annually of $525,000.
And that's not all.
Improvements to bonus plan
A new incentive plan is also being voted on at the annual meeting that contains some significant improvements over the prior plan.
Firstly, 50% of the bonus will be paid out in shares rather than cash. And executives other than Wynn will have to hold them for three years following the award. As the proxy states, Wynn owns around 10% of the company, so his alignment is not in question. Finally, and again in accordance with best practice, the company will be expanding the number of performance targets it uses to assess performance for the annual bonus. Its use of a single metric – adjusted property EBITDA – is not best practice because single metrics, especially adjusted ones, are too easy to manipulate. The addition of strategic targets to the 2014 EBITDA target should increase the difficulty of the performance test.
Now we wait to see if one of Wynn Resorts' main rivals – Las Vegas Sands (NYSE: LVS ) – will get God in the pay field. CEO Sheldon Adelson is paid even more than Wynn. He made over $38 million in 2012, compared to Wynn's $19.6 million in 2013.
And his perks are even more outrageous than those being reduced for Wynn. The cost of his personal use of the Boeing Business Jet reserved for him is not disclosed, but it cost shareholders $2.7 million to provide security for Adelson and his immediate family. The Adelson family owns more than 50% of the company and still only managed 83% support for Say on Pay in 2012. But with majority control, perhaps the idea of reform at Las Vegas Sands is a little far-fetched.
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