Hamish McLennan
About Hamish R. McLennan
Hamish McLennan (age 58 as of April 11, 2025) has served as an independent director of Light & Wonder since 2020. He brings 30+ years of media and marketing leadership, including CEO roles and global operating experience across WPP/Young & Rubicam, Network Ten, and News Corporation, and chairs major Australian media companies; his tenure on LNW’s board is five years as of 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Young & Rubicam (WPP) | Global Chairman & CEO | 2006–2011 | Led global advertising network |
| News Corporation | Executive Vice President | 2012–2013 | Senior executive roles in Sydney/New York |
| Network Ten Holdings | Executive Chairman & CEO | 2013–2015 | Led Australian entertainment/news broadcaster |
| Rugby Australia Limited | Chairman | Jun 2020–Nov 2023 | Governing body of rugby union in Australia |
External Roles
| Organization | Role | Tenure/Start Date | Notes |
|---|---|---|---|
| REA Group Limited | Chairman | Since Apr 2012 | Global online real estate advertising |
| ARN Media Limited (formerly HT&E Limited) | Chairman | Since Oct 2018 | Radio, digital, outdoor media |
| Magellan Asset Management | Director | Since 2016 | Asset management firm |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Board determined McLennan is independent; no interfering relationships .
- Attendance and engagement: Board held six meetings in 2024; executive sessions at all six; all incumbent directors attended ≥75% of Board/committee meetings; all nine directors attended the 2024 annual meeting .
- Compensation Committee activity: Four meetings in 2024; comprised entirely of independent directors; McLennan serves as Chair .
- Nominating & Corporate Governance Committee activity: Four meetings in 2024; all members independent .
- Lead Independent Director: Kneeland C. Youngblood; presides executive sessions and coordinates independent director activities .
Fixed Compensation (Director)
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual Board retainer | $90,000 | Standard for Eligible Directors in 2024 |
| Compensation Committee Chair retainer | $25,000 | Committee chair fee |
| Nominating & Corporate Governance Committee membership retainer | $10,000 | Committee membership fee |
| Cash fees earned (reported 2024) | $125,000 | Actual cash received by McLennan in 2024 |
Notes:
- Audit Committee chair retainer is $35,000; other committee chairs $25,000; Audit Committee membership $15,000 vs $10,000 for other committees .
- No meeting fees; eligible directors may elect cash retainers in shares, but none did in 2024 .
Performance Compensation (Director)
| Award Type | Grant | Quantity/Value | Vesting/Terms | Notes |
|---|---|---|---|---|
| RSUs (annual director grant) | June 2024 | 2,159 RSUs; grant-date fair value $209,952 | Vest on first anniversary of grant (subject to prior-year attendance) | Standard annual grant for Eligible Directors |
| Stock options (initial join grant) | Nov 11, 2020 | 10,000 options | Four-year vesting schedule; strike price $34.12 | Granted upon joining the Board |
| Awards exercisable/acquirable within 60 days of Apr 11, 2025 | — | 2,159 RSUs and 5,000 stock options | SEC 60-day rule for beneficial ownership table | Disclosure basis for near-term acquirable awards |
- No director performance-conditioned equity disclosed (annual RSUs are time-vesting); director awards are subject to forfeiture if the director leaves prior to vesting, with acceleration on death or disability .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Consideration |
|---|---|---|
| REA Group Limited | Chairman | Media/advertising; no disclosed related-party transactions with LNW |
| ARN Media Limited | Chairman | Media/entertainment; no disclosed related-party transactions with LNW |
| Magellan Asset Management | Director | Financial services; no disclosed related-party transactions with LNW |
- Compensation Committee interlocks: None; no member was an officer/employee of LNW; no member participated in a related person transaction in 2024; no reciprocal board/comp committee overlaps with LNW executives .
- Related-party transaction policy: Audit Committee must review/approve any >$120,000 transaction involving a related person; policy prohibits entering into related-party transactions without Audit Committee and Board approval .
Expertise & Qualifications
- Board-identified skills include consumer products and marketing, CEO leadership experience, and global operations; McLennan is cited among nominees with consumer products/marketing and CEO experience .
- Biography highlights extensive media/marketing operating roles and governance experience across major organizations .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 51,532 | As of Apr 11, 2025; represents <1% of outstanding shares |
| Ownership % | <1% | Based on 84,836,055 shares outstanding |
| RSUs outstanding (Dec 31, 2024) | 2,159 | Annual director RSUs |
| Stock options outstanding (Dec 31, 2024) | 10,000 | Initial director option grant |
| Awards acquirable within 60 days (Apr 11, 2025) | 2,159 RSUs; 5,000 options | SEC beneficial ownership inclusion |
| Notable holdings (footnote detail) | 5,000 shares via Linyanti Holdings Pty Ltd ATF McLennan Superannuation Fund; 9,750 shares via Londolozi Pty Ltd ATF Londolozi Family Trust | Direct/indirect holdings noted |
- Director stock ownership guidelines: Directors must own ≥5x annual retainer divided by prior 200-day average price; all covered directors are in compliance .
- No hedging or pledging: Company prohibits hedging and pledging of LNW securities by directors, officers, employees .
Governance Assessment
Strengths
- Independent director with relevant consumer/marketing and CEO experience; chairs Compensation Committee with four meetings in 2024; committee composed entirely of independent directors and supported by independent consultant (CAP) for compensation benchmarking .
- Strong attendance norms; board held six meetings with executive sessions at each; director eligibility for RSU grants tied to attendance (≥75%)—alignment mechanism for engagement .
- Clear policies: robust related-party transaction oversight; clawback policy tied to restatements with additional discretionary recovery; no-hedging/no-pledging policies; director pay limits in the equity plan ($750,000 cap, with defined exceptions) .
Watch items / potential red flags
- Significant external commitments (Chair at REA Group and ARN Media; Director at Magellan) could pose time-availability risk; however, independence affirmed and no related-party transactions disclosed with those entities .
- Director equity awards are time-vesting RSUs (not performance-conditioned), which is common but offers less performance linkage than PSU structures; oversight mitigated via attendance-based eligibility and equity ownership guidelines .
Compensation Committee approach
- Uses CAP and a defined peer group across gaming, interactive, and adjacent industries (e.g., IGT, DraftKings, Electronic Arts, Wynn Resorts) for market context; no specific benchmark targets set, suggesting discretion informed by market data rather than rigid percentile targets .
- No interlocks; independent composition and formal report to the Board affirm governance rigor .
