Stephen Morro
About Stephen Morro
Independent director at Light & Wonder (LNW) since 2022; age 66 as of April 11, 2025. Morro brings 30+ years in regulated gaming across supplier, operator, and regulator roles, including senior operating leadership at IGT and board/advisory roles at Aristocrat. Current external public directorship: The Lottery Corporation Limited (Australia). Skills emphasized by LNW include legal/regulatory oversight and deep gaming industry expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Game Technology PLC (IGT) | President, North American Gaming Division; Chief Operating Officer; prior roles | 1988–2010 (President 2005–2007; COO 2007–2008) | Senior operating leadership in gaming supplier operations |
| Aristocrat Leisure Limited | Non‑Executive Director (incl. Lead U.S. Director) | Dec 2010–Feb 2020 | Governance and U.S. market stewardship |
| Aristocrat Leisure Limited | Advisor to CEO and North America management | Mar 2020–Jan 2022 | Strategic advisory to management |
| Ocean Resort Casino | Director | Jun 2018–Jan 2023 | Casino operations board experience |
| Dreamscape Entertainment Integrated Resorts | Director | Mar 2023–Mar 2024 | Integrated resort oversight |
External Roles
| Organization | Role | Start Date | Status |
|---|---|---|---|
| The Lottery Corporation Limited | Director | Dec 2023 | Current |
Board Governance
- Independence: Board determined Morro is independent under NASDAQ and Company guidelines .
- Committees (current): Chair, Compliance Committee; Member, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Board/Committee engagement: Board met 6 times in 2024 with executive sessions at each; Audit (5), Compensation (4), Compliance (4), Nominating & Governance (4). All incumbent directors attended at least 75% of Board/committee meetings; all Eligible Directors met attendance thresholds for 2024 RSU grants .
- Leadership structure: Separate Chair/CEO; Lead Independent Director in place .
- Risk/compliance oversight: Compliance Committee oversees gaming/AML/ABAC and suitability reviews; direct line to Chief Compliance Officer. Board also oversees cybersecurity and AI use .
- Governance policies: Director stock ownership guidelines (≥5x annual retainer) — all covered directors in compliance; anti‑hedging and anti‑pledging policies; dual clawback frameworks .
Fixed Compensation
| Component | 2024 Policy/Program Terms | 2024 Amount (Morro) |
|---|---|---|
| Board annual cash retainer | $90,000 | Included in total below |
| Committee membership retainers | $10,000 per committee; $15,000 for Audit | Included in total below |
| Committee chair retainers | $25,000 (Compliance/Comp); $35,000 (Audit); $20,000 (N&G) | Compliance Chair eligible for $25,000 |
| Lead Independent Director | $35,000 | N/A |
| 2024 Fees Earned (cash) | — | $130,696 |
Notes: Aggregate fees reflect role mix and any pro‑rations for mid‑year assignment changes .
Performance Compensation
| Instrument | Grant Date | Units/Shares | Grant‑Date Fair Value | Vesting / Performance Conditions | Exercise Price |
|---|---|---|---|---|---|
| Annual RSUs (director) | Jun 2024 (annual grant cycle) | 2,159 | $209,952 | Time‑based; vest at first anniversary; subject to attendance threshold | — |
| Director stock options (new‑director grant) | Aug 17, 2022 | 10,000 | — | 4‑year time‑based vesting; first two tranches vested; remaining vest on 3rd/4th anniversaries | $57.67 |
Performance metrics tied to director pay: None disclosed (director equity is time‑vesting; no TSR/financial metrics apply to non‑employee directors) .
Other Directorships & Interlocks
| Company | Public/Private | Possible Interlock/Overlap | Relevance |
|---|---|---|---|
| The Lottery Corporation Limited | Public (AUS) | Current director | Lottery/gaming market adjacency |
| Aristocrat Leisure Limited | Public (AUS) | Former NED/Lead U.S. Director; Advisor (ended Jan 2022) | Multiple LNW directors previously at Aristocrat (Odell, Korsanos, Wilson); network concentration to monitor |
| Ocean Resort Casino; Dreamscape Entertainment Integrated Resorts | Private | Prior director roles | Operator perspective in gaming |
Observation: Board has several Aristocrat alumni (Odell, Korsanos, Wilson, and Morro) which can enhance domain depth but raises a potential risk of groupthink/interlock concentration; all are independent except Odell/Korsanos/Wilson per Board determination .
Expertise & Qualifications
- Regulatory/legal and compliance expertise; gaming supplier/operator/regulator perspective .
- Senior operating leadership (COO/President) with global gaming experience .
- Committee leadership in Compliance aligns with his regulatory background .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Notes (60‑day exercisable/convertible) | % of Outstanding |
|---|---|---|---|
| Stephen Morro | 17,415 | Includes 2,159 RSUs and 5,000 stock options exercisable/convertible within 60 days of April 11, 2025 | <1% (of 84,836,055 shares outstanding) |
- Outstanding director equity holdings at 12/31/2024: 10,000 options; 2,159 unvested RSUs .
- Ownership guidelines: Directors must hold ≥5x annual retainer; all covered directors are in compliance (companywide) .
- Hedging/pledging: Prohibited by company policy; no pledging disclosed for Morro .
Governance Assessment
Strengths
- Independent director; chairs Compliance Committee; sits on Compensation and Nominating & Corporate Governance Committees, reinforcing oversight on compliance, pay, and board composition .
- Strong attendance/engagement signals: Board/committee cadence robust; all directors ≥75% attendance; directors met thresholds for equity awards .
- Alignment and safeguards: Director RSU grants, stock ownership guidelines (all covered directors compliant), clawback and anti‑hedging/pledging policies .
- Shareholder support for compensation: Say‑on‑pay approved by ~98% in 2024, indicating positive investor sentiment on pay governance (Morro serves on the Compensation Committee) .
Watch‑Items / Potential Red Flags
- Network concentration: Multiple LNW directors are current/former Aristocrat executives; while experience is additive, investors may monitor for over‑reliance on a single professional network .
- Related‑party/comp interlocks: Compensation Committee members (incl. Morro) had no related‑person transactions in 2024; executive cross‑board interlocks not identified — continue monitoring .
No director‑specific related‑party transactions, loans, tax gross‑ups, hedging/pledging, or say‑on‑pay concerns were disclosed regarding Morro for 2024 .