Jamie Odell
About Jamie R. Odell
Jamie R. Odell, 66, serves as Chair of the Board at Light & Wonder, Inc. (LNW) since September 2020 and has been a consultant to the company (Special Advisor to the CEO) since May 2019; he previously was CEO and Managing Director of Aristocrat Leisure Limited from 2009 to 2017, after senior roles in the global beverage industry . He is not considered an independent director under NASDAQ and LNW’s Director Independence Guidelines . He has been a director since 2020 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Light & Wonder, Inc. | Chair of the Board | Sep 2020–Present | Board leadership; not independent; does not sit on standing committees (committees comprised of independents) |
| Light & Wonder, Inc. | Special Advisor to the CEO (consultant) | May 2019–Present | Consulting arrangement; key role in 2020 shareholder transaction; compensated via consulting fees and equity |
| Aristocrat Leisure Limited | CEO & Managing Director | May 2009–Feb 2017 | Led turnaround/growth; relevant gaming industry expertise |
| Global beverage industry (prior) | Senior executive roles | Pre-2009 | Commercial leadership background |
External Roles
No current public company directorships or committee roles for Mr. Odell are disclosed in the 2025 proxy biography .
Board Governance
- Board composition: 9 nominees; 6 independent (Marchetti, McLennan, Morro, Throsby, Youngblood, Shanks); Odell (Chair), Korsanos (Vice Chair), and Wilson (CEO) are not independent .
- Committee structure: Four standing committees—all independent members (Compliance includes an industry consultant). Chairs: Audit (Marchetti), Compensation (McLennan), Compliance (Morro), Nominating & Corporate Governance (Youngblood) .
- Lead Independent Director: Kneeland C. Youngblood (designated 2021) .
- Meetings/attendance: Board held 6 meetings in 2024 with executive sessions at each; all incumbent directors attended at least 75% of meetings of the Board and committees on which they served .
- 2025 director election results (investor support signal): Odell received 65,943,878 “For,” 3,417,041 “Withheld,” and 3,505,920 broker non-votes .
- Governance policies: code of conduct; stock ownership guidelines; clawback policies exceeding NASDAQ/Dodd-Frank; anti-hedging and anti-pledging; regular ESG and cybersecurity oversight .
Fixed Compensation
| Component | Amount | Terms | Period |
|---|---|---|---|
| Consulting Fees (Special Advisor) | $900,000 | Annual fixed consulting fee; Odell does not receive standard non-employee director cash retainers or annual director equity under the Eligible Director program | 2024 |
| Director program (context) | $90,000 board retainer; $10,000 committee ($15,000 Audit); Chair fees: Audit $35,000; Comp/Compliance $25,000; Nominating & Governance $20,000; Lead Independent $35,000 | RSU grant of $210,000 grant-date value (2,159 RSUs in 2024) for eligible independent directors, subject to attendance; not applicable to Odell |
Note: LNW’s director stock ownership guidelines require directors (including Chair and Vice Chair) to own at least five times the annual retainer divided by the prior 200-day average share price; all covered directors are currently in compliance (Marchetti has until Jan 2029) .
Performance Compensation
| Award Type | Grant Date | Quantity | Exercise/Grant Price | Vesting/Performance |
|---|---|---|---|---|
| Stock Options | Sep 28, 2020 | 662,933 | $35.42 | 3-year schedule with earlier vesting upon achieving specified stock price hurdles; all vested in FY2021 when hurdles were achieved |
| Stock Options | May 16, 2019 | 15,000 | $20.74 | Vested and became exercisable on May 15, 2021 |
| RSUs (consulting fee in-lieu) | Dec 11, 2023 | 6,413 | Grant-date fair value per LNW method | Vested one-third; remainder vests Oct 1, 2025 and Oct 1, 2026 |
| RSUs (3-year extension) | Dec 11, 2023 | 10,000 | Grant-date fair value per LNW method | Vested one-third; remainder vests Oct 1, 2025 and Oct 1, 2026 |
- 2024 reported totals: Fees Earned/Paid in Cash for Odell $900,000; no director stock awards/options beyond the consulting-linked grants; total $900,000 .
- As of Dec 31, 2024: Odell held 677,933 options and 10,943 unvested RSUs (remaining from 2023 awards) .
Other Directorships & Interlocks
No other public company directorships or explicit interlocks disclosed for Odell; committee interlocks and insider participation are represented as none for Compensation Committee members, and executives did not serve on external compensation committees with reciprocity in 2024 (contextual governance, not specific to Odell) .
Expertise & Qualifications
- Deep gaming industry expertise as former CEO/MD of Aristocrat; technology, global operations, consumer products and marketing experience cited by LNW as relevant board qualifications .
- Board leadership experience across gaming and corporate transformation; consulting role with LNW supporting CEO and strategic transactions (e.g., 2020 institutional investor acquisition) .
Equity Ownership
| Item | Shares/Units | Notes |
|---|---|---|
| Total Beneficial Ownership | 703,403 | Includes exercisable options within 60 days and RSUs per SEC rules; represents <1% of shares outstanding (84,836,055) as of Apr 11, 2025 |
| Options (exercisable within 60 days) | 677,933 | Includes 662,933 (2020 grant) and 15,000 (2019 grants) |
| Unvested RSUs (as of 12/31/2024) | 10,943 | Remaining two installments scheduled for Oct 1, 2025 and Oct 1, 2026 |
| Shares via Superannuation Fund | 10,000 | Jamie and Caroline Odell Superannuation Fund |
| Anti-hedging/anti-pledging | Prohibited | Company policy forbids hedging and pledging by directors |
Governance Assessment
- Independence and committee participation: Odell is not independent and, as Chair, does not sit on independent committees; oversight functions are concentrated in committees chaired by independent directors—appropriate for regulatory compliance but the non-independent Chair is a governance sensitivity for some investors .
- Compensation/conflicts: Odell receives substantial consulting fees ($900,000 annually) and previously received large option grants tied to stock price hurdles (662,933 options at $35.42, vested upon price achievement), plus RSUs for fee adjustment/extension; dual role as paid consultant and Chair may pose perceived conflict risk versus typical independent director pay frameworks. RED FLAG: non-independent Chair with ongoing consulting relationship and significant equity-linked awards .
- Ownership alignment: Meaningful exposure through options and RSUs; company prohibits hedging and pledging and maintains stock ownership guidelines for directors; Odell’s beneficial holdings are <1% of outstanding shares, with a large portion in options—alignment is present but heavily option-based due to historical grants .
- Attendance/engagement: Board met 6 times with executive sessions at each; all directors met ≥75% attendance thresholds, indicating baseline engagement .
- Shareholder support signals: 2025 election support for Odell was 65.9M “For” versus 3.4M “Withheld”; 2025 say-on-pay received 67.3M “For” vs 1.7M “Against” (broker non-votes 3.5M); 2024 say-on-pay had ~98% approval, evidencing broad support for compensation governance overall .
- Compensation committee practices: Independent membership; use of independent consultant (CAP); multi-metric incentive designs, clawbacks, and anti-hedging/pledging reduce compensation risk .
Additional context: LNW’s 2003 Incentive Compensation Plan was amended/restated in 2025 to add 2.3M shares and modernize provisions; investor approval indicates continued tolerance for equity usage while placing caps on non-employee director pay under the plan .
Compensation Peer Group and Say-on-Pay
- Peer group used for compensation benchmarking includes 15 companies (e.g., Aristocrat Leisure, IGT PLC, DraftKings, Electronic Arts, Wynn Resorts) .
- 2024 say-on-pay approval ~98% ; 2025 vote results detailed above .
Related-Party/Conflict Indicators
- Consulting arrangements with Odell and Korsanos continued after board election; RSUs granted in 2023 in lieu of fee increases and for contract extension; significant prior option grants linked to share price performance. RED FLAG: Ongoing paid consulting while serving as Chair (non-independent) .
Policies mitigating risk: robust clawbacks; prohibition of hedging/pledging; committee independence; director ownership guidelines .