Susan Dawson
About Susan Dawson
Susan Dawson is Light & Wonder’s Senior Vice President and Deputy General Counsel (since 2018) and was designated to succeed James Sottile as Executive Vice President, Chief Legal Officer and Corporate Secretary upon his retirement on December 31, 2025; she joined the Company in 2012 (UK-based) and will relocate to Las Vegas for the role . L&W’s incentive framework emphasizes pay-for-performance, with 2024 annual bonuses tied 50/50 to consolidated “LWICP Revenue” and “LWICP AEBITDA,” paying at ~98.4% of target on results of $3,188M revenue vs $3,225M target and $1,208M AEBITDA vs $1,193M target . Performance RSUs for the 2022–2024 cycle vested at 100% for relative TSR (71st percentile vs S&P 400) and 91.3% for consolidated AEBITDA, reflecting execution against long-term metrics . The Company’s “say-on-pay” received ~98% support in 2024 and was approved again at the 2025 annual meeting, underpinning investor support for its compensation design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Light & Wonder, Inc. | Senior Vice President & Deputy General Counsel | 2018–2025 | Senior legal leadership; UK-based; positioned to relocate to Las Vegas for succession to CLO |
| Light & Wonder, Inc. | Joined the Company | 2012–2018 | Joined L&W in 2012 (UK); progressed to Deputy General Counsel |
| Light & Wonder, Inc. | Executive Vice President, Chief Legal Officer & Corporate Secretary (designated) | Post-12/31/2025 | Will assume CLO and Corporate Secretary role upon Mr. Sottile’s retirement |
External Roles
No external directorships or outside roles are disclosed in Company filings for Susan Dawson .
Fixed Compensation
Compensation details for Susan Dawson’s incoming CLO role (base salary, target bonus, equity grant values) were not disclosed in the June 20, 2025 Form 8-K; the filing focused on Mr. Sottile’s retirement and consulting arrangement .
Performance Compensation
L&W’s executive incentive architecture she will join as CLO:
- Annual bonus program (LWICP): Two consolidated metrics with symmetric payout curves; threshold 85% of target (25% payout) to max 130% (200% payout). Company-wide executives’ bonus weighting: 50% LWICP Revenue, 50% LWICP AEBITDA .
- Long-term equity: Annual grants in RSUs, split 50% time-vesting and 50% performance-vesting. Performance RSUs are equally split between relative TSR vs S&P 400 and consolidated AEBITDA; payout ranges 50%–100% (no upside above target), measured over three years (vesting in year 3) .
2024 LWICP Design and Results (Company-wide)
| Metric | Target ($MM) | Actual ($MM) | % of Target | Payout % | Weighting |
|---|---|---|---|---|---|
| LWICP Revenue | 3,225 | 3,188 | 98.9% | 94.4% | 50% (Company-wide execs) |
| LWICP AEBITDA | 1,193 | 1,208 (after Committee adjustment) | 101.2% | 102.4% | 50% (Company-wide execs) |
Weighted payout for executives with Company-wide responsibilities: ~98.4% of target .
Long-Term Equity Design (2024 grants)
| Element | Vesting | Performance Measure | Payout Range | Details |
|---|---|---|---|---|
| Time-vesting RSUs | 3 equal annual tranches starting Mar 20, 2025 | — | — | Standard retention RSUs |
| Performance RSUs (TSR) | Cliff on Mar 20, 2027 (measure to Dec 31, 2026) | Relative TSR vs S&P 400 | 50%–100% of target | No payout >100% even if above target |
| Performance RSUs (AEBITDA) | Cliff on Mar 20, 2027 (measure to Dec 31, 2026) | Consolidated AEBITDA | 50%–100% of target | No payout >100% even if above target |
Realized Performance (2012–2024 award cycle reference)
| Metric | Threshold | Target | Actual | Payout % |
|---|---|---|---|---|
| RSU AEBITDA (2022–2024) | $964MM | $1,303MM | $1,244MM | 91.3% |
| Relative TSR (2022–2024) | 30th percentile | 55th percentile | 71st percentile | 100% |
Equity Ownership & Alignment
- Stock Ownership Guidelines (policies she will be subject to as an executive officer): Minimum required ownership interest by job level is expressed as multiples of base salary; CFO and Group Chief Executives: 2x, other executive officers reporting to the CEO: 1x; CEO: 5x. Covered individuals must reach compliance within five years, and are expected to retain at least 50% of net shares until in compliance; performance RSUs do not count toward compliance .
| Job Level | Minimum Required Ownership Interest |
|---|---|
| President & CEO | 5x annual base salary |
| CFO and Group Chief Executives | 2x annual base salary |
| Other Executive Officers reporting to CEO | 1x annual base salary |
- Anti-hedging and anti-pledging: Employees/officers/directors are prohibited from hedging, short sales, holding L&W securities in margin accounts, or pledging as collateral .
Employment Terms
- Executive employment agreements (general framework for named executives): Provide severance on qualifying termination (without cause/for good reason), including pro-rata bonus and salary-continuation; restrictive covenants include confidentiality, non-compete, and non-solicit (generally 12 months; 24 months for certain roles such as CEO and Group Chief Executive, Gaming) .
| Provision | Summary | Citations |
|---|---|---|
| Severance (example terms for NEOs) | CEO and Group Chief Executive (Gaming): 2x base salary + pro-rata bonus + COBRA; CFO: 1x base salary + pro-rata bonus + COBRA; CLO (Mr. Sottile in 2024): base salary + Severance Bonus Amount + COBRA | |
| Change-in-Control Protection Plan (CIC Plan) | Double-trigger; includes pro-rata bonus, cash severance at specified multiples (CEO 2x; CLO 1.5x), COBRA, and equity acceleration at Committee-determined performance; CIC defined as third-party acquiring ≥30% of common stock; plan applies to executives in place when adopted (e.g., Wilson and Sottile) | |
| 2003 Incentive Compensation Plan (as amended 2025) | On “Change in Control,” unvested awards vest fully (Performance Awards at target), with settlement generally within 60 days, subject to 409A; definition includes 40% ownership threshold among other triggers |
- Governance policies impacting compensation and retention:
- Clawbacks: Compliant with NASDAQ/Dodd-Frank and enhanced policy allowing cancellation, disqualification, recoupment of incentive comp and gains upon restatements due to executive fraud/gross misconduct (look-back generally one year before discovery) .
- Independent compensation consultant (CAP); peer group used as market reference (AppLovin, Aristocrat, DraftKings, EA, Penn, Roblox, Take-Two, Wynn, etc.) .
Investment Implications
- Succession and continuity: Dawson’s promotion from Deputy GC to CLO and Corporate Secretary supports continuity of legal leadership; her relocation to HQ and long internal tenure (since 2012) reduce near-term transition risk .
- Compensation alignment: L&W’s incentive design ties payouts to consolidated revenue and AEBITDA and long-term TSR vs S&P 400, with capped performance RSU payouts (no >100% upside), robust clawbacks, and anti-pledging—mitigating misalignment risks and limiting excessive risk-taking .
- Watch items for trading signals and retention: Monitor subsequent filings for Dawson’s initial beneficial ownership (Form 3) and any equity grant(s) in connection with the appointment; equity award structures under the 2003 Plan accelerate at target under a Change in Control, which can affect supply and realized comp outcomes in corporate events .
- Shareholder support context: Strong say-on-pay approvals (98% in 2024; approved again in 2025) indicate investor endorsement of L&W’s pay-for-performance framework—relevant as Dawson enters the NEO cohort .