Kneeland Youngblood
About Kneeland C. Youngblood
Kneeland C. Youngblood (age 69) is Lead Independent Director of Light & Wonder and has served on the Board since 2018; he became Lead Independent Director in 2021. He is Founding Partner/Chairman and CEO of Pharos Capital Group (since 1998) and brings extensive public policy, government, regulatory, and investment experience, including managing/advising public and private companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pharos Capital Group, LLC | Founding Partner/Chairman & CEO | 1998–present | Private equity leadership in healthcare services; deep investment and governance experience |
| Core Scientific (NASDAQ-listed 2022) | Director | 2023–2024 | Board service in tech/mining; short tenure suggests targeted involvement |
| TPG Pace SPACs (six vehicles) | Director | 2015–2023 | Capital markets, SPAC governance exposure |
| Starwood Hotels & Resorts Worldwide | Director | 2001–2012 | Large-cap hospitality governance |
| The Gap, Inc. | Director | 2006–2012 | Consumer retail governance |
| Burger King Holdings, Inc. | Director | 2004–2010 | Consumer/restaurant governance |
| Mallinckrodt Pharmaceuticals | Director | 2013–2022 | Healthcare governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Caltech | Trustee | Not disclosed | STEM institution governance |
| Council on Foreign Relations | Member | Not disclosed | Policy network and geopolitical insight |
| Texas Teachers Retirement System; Dallas Employee Retirement System; Dallas Police & Fire Pension Fund | Trustee (prior service) | Not disclosed | Public fund oversight and fiduciary experience |
Board Governance
| Item | Detail |
|---|---|
| Independence | Listed as Lead Independent Director; Board applies NASDAQ independence standards and Director Independence Guidelines |
| Committees | Chair, Nominating & Corporate Governance; Member, Compliance; DEI Board representative; Lead Independent Director |
| Committee membership table (Board-wide) | Audit: Marchetti (Chair); Shanks; Throsby. Compensation: McLennan (Chair); Marchetti; Morro; Shanks. Compliance: Morro (Chair); Shanks; Throsby; Youngblood; Patricia Becker (consultant). Nominating & Corporate Governance: Youngblood (Chair); Marchetti; McLennan; Morro |
| Meetings/Attendance | Board met 6 times in 2024 with 6 executive sessions; all incumbent directors attended at least 75% of Board/committee meetings; all nine directors attended the 2024 annual meeting |
| DEI Oversight | As DEI Board representative, Youngblood provides quarterly updates on DEI, workplace culture, and related matters to the Board |
Fixed Compensation
| Component | 2024 Value/Structure |
|---|---|
| Fees Earned or Paid in Cash (actual) | $179,372; includes $20,000 DEI Council retainer |
| Board annual retainer | $90,000 (program) |
| Lead Independent Director retainer | $35,000 (program) |
| Committee chair – Nominating & Corporate Governance | $20,000 (program) |
| Committee membership retainer | $10,000 per committee; $15,000 for Audit (program) |
| DEI Council member retainer | $20,000 (program; included in cash fees) |
| Non-employee director compensation cap | $750,000 per fiscal year (excludes service as consultant/employee; exceptions for initial grants/extraordinary circumstances) |
Performance Compensation
| Award Type | Grant/Count | Fair Value | Vesting/Performance Conditions |
|---|---|---|---|
| Annual RSU grant (2024) | 2,159 RSUs | $209,952 | One-year time vesting from grant; eligibility conditioned on prior-year attendance (no more than 25% unexcused absences); all Eligible Directors at June 2024 met attendance requirements |
| New director stock options (joining grant) | 10,000 options (granted Aug 6, 2018) | Not disclosed in 2024 table | Four-year vest (first four anniversaries); strike price $37.35 |
| Clawback/anti-hedging | Equity awards subject to clawback; anti-hedging and anti-pledging policies in place | ||
| Change-in-control treatment (plan-wide) | Unvested awards generally accelerate at target; distribution/timing constrained by Code Section 409A; details in A&R 2003 Plan |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock with LNW |
|---|---|---|
| Core Scientific | Director (2023–2024) | No LNW interlock disclosed |
| TPG Pace SPACs | Director (2015–2023) | No LNW interlock disclosed |
| Starwood, Gap, Burger King, Mallinckrodt | Director (various years) | No LNW interlock disclosed |
No related-party transactions involving Youngblood were disclosed; the Audit Committee reviews/approves any related party transactions under Item 404 and Board policy .
Expertise & Qualifications
- Investment and financial services expertise; extensive public policy/government/regulatory experience; leadership and advisory roles across public/private companies .
- Experience in regulated industries aligned with gaming sector oversight; governance chair role denotes board confidence in his governance skill set .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (4/11/2025) | 38,164 shares; less than 1% of outstanding (84,836,055 shares) |
| Convertible within 60 days | 2,159 RSUs; 10,000 options (from director grants) |
| Stock ownership guideline (directors) | Required ≥ 5x annual retainer / preceding 200-day average price; all covered directors currently compliant |
| Anti-pledging | Company maintains anti-pledging policy; no pledging by Youngblood disclosed |
Say-on-Pay & Shareholder Feedback
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 67,322,634 | 1,734,133 | 304,152 | 3,505,920 |
| Youngblood director election | 61,267,337 | 8,093,582 (withheld) | — | 3,505,920 |
Observation: Youngblood received the highest withheld votes among nominees, indicating some shareholder reservations; still re-elected with strong support .
Compensation Committee Analysis
- Composition: Chair Hamish R. McLennan; members Michael Marchetti, Stephen Morro, Virginia E. Shanks; all independent and qualify as non‑employee directors for Rule 16b‑3 .
- Consultant: Compensation Advisory Partners (CAP) provides competitive director compensation data; committee uses CAP data without fixed benchmarks .
- Interlocks: No compensation committee member served as a company officer; no related person transaction participation in 2024; no executive officer cross‑board interlocks disclosed .
- Risk oversight: Committee oversees compensation risk, human capital, and succession planning .
Governance Assessment
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Strengths:
- Lead Independent Director and Chair of Nominating & Corporate Governance; strong independence framework and regular executive sessions; board oversight of ESG, cybersecurity, and AI strategy risks .
- Active DEI governance role; clear stock ownership guidelines and compliance; anti‑hedging/anti‑pledging and clawback policies reinforce alignment .
- Director compensation mix favors equity via annual RSUs with attendance gate; non‑employee director pay cap limits excessive compensation .
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Watchpoints/Red Flags:
- Elevated withheld votes for Youngblood relative to peers in 2025 may signal investor scrutiny on governance or board composition; monitor engagement and subsequent vote trends .
- Two directors (Odell, Korsanos) receive sizable consulting fees and legacy option grants outside the Eligible Director program; while disclosed and justified, this can raise independence optics for the overall board that Youngblood oversees as N&G Chair .
-
Related Party/Conflicts:
- No related‑party transactions disclosed for Youngblood; robust policy requiring Audit Committee and Board approval above $120,000 thresholds .
-
Attendance/Engagement:
- Board met 6 times with executive sessions; all incumbents met ≥75% attendance; all directors attended annual meeting; Directors met RSU attendance criteria for 2024 awards .
Overall: Youngblood’s leadership roles and policy framework support investor confidence; the 2025 vote pattern warrants ongoing monitoring of shareholder sentiment and governance communication .