Matthew Wilson
About Matthew Wilson
Matthew R. Wilson (age 43) is President and Chief Executive Officer of Light & Wonder (L&W) and has served as CEO since October 2022; he joined the Board in 2022 and is not independent . Under his leadership, 2024 annual incentive outcomes were 98.4% of target on consolidated measures (Revenue 98.9% of target; AEBITDA 101.2%), with all NEO bonuses paid in vested shares in March 2025 . The 2022–2024 performance RSUs paid at 100% on relative TSR (71st percentile vs S&P 400) and at 91.3% on AEBITDA, evidencing strong multi‑year stock and operating performance embedded in long-term pay . Say‑on‑pay support was ~98% at the 2024 annual meeting, and the CEO’s target pay is ~81% at‑risk, reinforcing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Light & Wonder | Interim Chief Executive Officer | Aug 2022 – Oct 2022 | Ensured leadership continuity ahead of CEO appointment |
| Light & Wonder | EVP & Group Chief Executive, Gaming | Mar 2020 – Aug 2022 | Led core Gaming segment operations and growth initiatives |
| Aristocrat Leisure | President & Managing Director, Americas | Feb 2017 – Aug 2019 | Drove commercial growth across Americas region |
| Aristocrat Leisure | SVP Global Gaming Operations | Oct 2015 – Feb 2017 | Scaled high-margin gaming ops portfolio |
| Aristocrat Leisure | SVP Sales & Marketing, Americas | Sep 2014 – Oct 2015 | Accelerated product commercialization in region |
| Aristocrat Leisure | Various senior roles (incl. Regional Sales Mgr., VP Marketing Americas) | 2004 – 2014 | Progressive leadership across markets/functions |
External Roles
No external public company directorships or committee roles for Mr. Wilson were disclosed in the 2025 Proxy Statement .
Fixed Compensation
| Component | 2024 Detail |
|---|---|
| Base Salary | $1,332,500 effective April 1, 2024 (2.5% increase from $1,300,000) |
| Target Annual Bonus | 125% of base salary; threshold 31%; max 250% |
| Actual 2024 Bonus (paid Mar 2025, in vested shares) | $1,629,036; 98.4% of target (122.3% of year-end base salary) |
| Total 2024 Reported Compensation | $6,864,653 (Salary $1,323,750; Stock awards $3,899,989; Bonus $1,629,036; Other $11,878) |
| At-Risk Pay Mix (Target) | 81% for CEO |
| Notable Perquisites | 401(k) match; family lodging cost on one business trip; country club dues for business use (personal costs borne by CEO) |
Performance Compensation
2024 Annual Incentive (LWICP) – Metrics and Outcomes
| Metric (Consolidated) | Weight | Target | Actual | Result vs Target | Payout % | Weighted Payout |
|---|---|---|---|---|---|---|
| LWICP Revenue ($mm) | 50% | $3,225 | $3,188 | 98.9% | 94.4% | 47.2% |
| LWICP AEBITDA ($mm) | 50% | $1,193 | $1,208 | 101.2% | 102.4% | 51.2% |
| Total | 98.4% |
Design notes: Two metrics (Revenue, AEBITDA) with 85% threshold; payout curve 25%–200% of target; Committee discretion applied for certain employees in 2024 (down to 91.3%) though CEO payout reflects formula .
Long‑Term Equity – 2024 Grants (Granted Mar 20, 2024)
| Instrument | Units | Performance / Vesting | Notes |
|---|---|---|---|
| Time‑vesting RSUs | 19,540 | 3 equal annual installments starting Mar 20, 2025 | Retention-oriented |
| TSR RSUs | 9,770 | Cliff vest Mar 20, 2027, subject to relative TSR vs S&P 400 through Dec 31, 2026 (50%–100% payout) | Market-relative alignment |
| AEBITDA RSUs | 9,770 | Cliff vest Mar 20, 2027, subject to consolidated AEBITDA through Dec 31, 2026 (50%–100% payout) | Operating leverage |
Recent performance vesting (2019–2024 cycles): 2022–2024 TSR RSUs vested at 100% (71st percentile vs S&P 400); 2022–2024 AEBITDA RSUs vested at 91.3% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 162,943 shares; “<1%” of outstanding |
| Shares Outstanding (Record Date Apr 11, 2025) | 84,836,055 |
| Ownership as % of Outstanding | ~0.19% (162,943 / 84,836,055) based on disclosures |
| Stock Ownership Guidelines (CEO) | 5x base salary; requirement estimated at 67,752 shares; Wilson holds 197,658 shares/units and is in compliance |
| Hedging / Pledging | Prohibited for employees and directors (no hedging, no pledging/margin) |
| Clawbacks | NASDAQ/Dodd‑Frank compliant restatement clawback plus broader discretionary clawback for fraud/gross misconduct (cancel, recoup, disqualify) |
Unvested/outstanding awards as of Dec 31, 2024 (selected):
- 2024 grants: 19,540 time RSUs (vesting 3/20/2025–2027); 9,770 TSR RSUs (cliff 3/20/2027); 9,770 AEBITDA RSUs (cliff 3/20/2027) .
- 2023 grants: 22,733 time RSUs (vesting 2025–2026); 17,049 TSR RSUs (perf period to 12/31/2025; vest 3/20/2026); 17,049 AEBITDA RSUs (vest 3/20/2026) .
- 2022 grants: Prior cycle RSUs/PSUs substantially vested in March 2025 per Committee determinations (TSR 100%, AEBITDA 91.3%) .
Vesting cadence and potential selling pressure: Multiple installments on/around March 20 each year (2025–2027) from 2023–2024 time-based awards; cliff events on March 20, 2026 and March 20, 2027 for performance RSUs, subject to goals, could create periodic supply upon vesting .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement (as of Dec 31, 2024) | On Qualifying Termination (without cause/for good reason): pro‑rata bonus for year of termination; 2x base salary paid over 24 months; up to 18 months COBRA if elected |
| Non‑compete / Restrictive Covenants | Confidentiality; post‑employment non‑compete for 24 months (CEO) |
| CIC Plan (adopted 2020; CEO eligible) | Double‑trigger (termination without cause/for good reason within 18 months of CIC): pro‑rata bonus (actual); cash severance = 2x (base salary + Severance Bonus Amount); COBRA for severance period; full acceleration of equity (performance level set by Committee). “Change in control” generally third party acquiring ≥30% (excluding MacAndrews & Forbes) |
| 2003 Plan Equity Treatment on CIC | Single‑trigger acceleration of all equity awards on “change in control” (as defined in plan; historically ≥40% acquisition or sale of substantially all assets); performance conditions deemed met if Committee so determines |
| Excise Tax Gross‑Up | None; “best‑net” cutback applies |
Board Governance and Director Service
- Board service: Director since 2022; currently serves as Director and CEO (not Board Chair; Jamie Odell serves as Chair) .
- Independence: Not independent; Board has six independent nominees; CEO is one of three non-independent directors (with Chair and Vice Chair) .
- Committee roles: CEO is not listed as a member of any standing committees (Audit, Compensation, Compliance, Nominating); all committees are independent (Compliance also includes an external consultant) .
- Board leadership: Separate Chair and CEO; Lead Independent Director (Kneeland Youngblood) oversees executive sessions and independent director coordination .
- Executive sessions and attendance: Six Board meetings in 2024, with six executive sessions (no management present); all incumbents attended ≥75% of meetings/committees .
- Say‑on‑pay outcome: ~98% approval at 2024 annual meeting .
Director Compensation (for Wilson as a Director)
Mr. Wilson does not receive separate director compensation; his compensation is reported under Executive Compensation .
Performance & Track Record Highlights
- 2024 consolidated results vs incentive targets: Revenue $3,188mm (98.9% of target $3,225mm); AEBITDA $1,208mm (101.2% of target $1,193mm); consolidated payout 98.4% .
- Multi‑year equity performance: 2022–2024 TSR RSUs vested at 100% (71st percentile vs S&P 400); AEBITDA RSUs at 91.3% .
- Program governance: Multi‑metric annual and long‑term plans; clawbacks; no hedging/pledging; ownership guidelines (CEO 5x salary) in compliance .
Compensation Structure Analysis
- Increased equity performance orientation: 50% of 2024 equity is performance‑based (TSR and AEBITDA), with defined payout curves (50%–100%) and three‑year performance horizon .
- Balanced annual incentive design: Two consolidated metrics, 85% threshold, capped at 200% per metric; committee discretion applied downward for certain employees in 2024 .
- Share‑settled bonuses: 2024 bonuses for NEOs paid in fully vested shares (aligns with shareholder outcomes and can influence supply) .
- Strong shareholder support: ~98% say‑on‑pay in 2024; Committee maintained program design given strong feedback .
- No excise tax gross‑ups; robust clawbacks; anti‑hedging/pledging reduce governance risk .
Equity Ownership & Vesting Schedule (Selected Upcoming)
| Award | Shares | Vest/Event | Notes |
|---|---|---|---|
| 2024 Time RSUs | 19,540 | 3/20/2025, 3/20/2026, 3/20/2027 | Equal annual installments |
| 2024 TSR RSUs | 9,770 | 3/20/2027 | Subject to TSR vs S&P 400 through 12/31/2026 |
| 2024 AEBITDA RSUs | 9,770 | 3/20/2027 | Subject to AEBITDA through 12/31/2026 |
| 2023 Time RSUs | 22,733 | 3/20/2025; 3/20/2026 | Two remaining annual installments |
| 2023 TSR RSUs | 17,049 | 3/20/2026 | Subject to TSR through 12/31/2025 |
| 2023 AEBITDA RSUs | 17,049 | 3/20/2026 | Subject to AEBITDA through 12/31/2025 |
Employment, Severance, and Change‑of‑Control Economics
| Scenario | Cash Severance | Bonus Treatment | Equity | Benefits | Restrictive Covenants |
|---|---|---|---|---|---|
| Qualifying Termination (no CIC) | 2x base salary over 24 months | Pro‑rata bonus for year of termination | Pro‑rated vesting per standard award terms; retirement vesting at age 65 for service‑based (perf subject to achievement) | COBRA up to 18 months | Confidentiality; non‑compete 24 months for CEO |
| CIC + Qualifying Termination (Double‑Trigger) | 2x (base + Severance Bonus Amount) lump sum (subject to 409A) | Pro‑rata (actual) | Full acceleration; performance level set by Committee | COBRA through severance period | CIC Plan governs; best‑net cutback (no gross‑up) |
| CIC (Plan Provision) | — | — | 2003 Plan provides single‑trigger acceleration on CIC; performance as determined by Committee | — | — |
Severance Bonus Amount equals the highest annual incentive of the past two years, capped at current target .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay support ~98% at 2024 meeting; Committee maintained multi‑metric design, aggressive payout curves, and relative TSR in LTI program .
- Independent compensation consultant (CAP) engaged; peer group includes gaming, digital, and interactive peers; no fixed percentile target used .
Risk Indicators & Red Flags
- No hedging/pledging permitted; comprehensive clawbacks exceed listing rules .
- No excise tax gross‑ups; “best‑net” cutback applies .
- Equity acceleration on CIC under 2003 Plan is single‑trigger; CIC cash/severance is double‑trigger (mitigates windfall risks, but equity acceleration can still be dilutive upon CIC) .
Investment Implications
- Alignment: High at‑risk pay (81%), multi‑metric bonus design, share‑settled bonuses, and 50% performance‑based equity (TSR/AEBITDA) align compensation with shareholder outcomes; strong 2022–2024 TSR performance (71st percentile) reinforces momentum in long‑term incentives .
- Retention vs overhang: Staggered vesting (time‑based in 2025–2027; performance cliffs in 2026–2027) supports retention but may create periodic vest‑related supply; anti‑hedging/pledging and ownership guidelines mitigate misalignment risk .
- Downside protection: CEO severance of 2x base (stand‑alone) and 2x base+bonus (CIC double‑trigger) is moderate/market; no gross‑ups; robust clawbacks reduce governance risk premium .
- Performance sensitivity: 2024 bonus paid at ~98% on mixed outcomes (AEBITDA beat, revenue slight miss), maintaining pay‑for‑performance balance; continued AEBITDA and relative TSR execution will be central to future vesting and realized pay .