Virginia Shanks
About Virginia E. Shanks
Virginia E. Shanks, age 64, has served as an independent director of Light & Wonder, Inc. (LNW) since 2021. She brings over three decades of gaming industry leadership, including executive roles at Pinnacle Entertainment and Caesars, with expertise spanning marketing, operations, and legal/regulatory oversight, which the Board explicitly cites as core credentials valuable to LNW’s business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pinnacle Entertainment | EVP & Chief Administrative Officer | Jul 2013 – Oct 2018 | Oversight of marketing, F&B, hotel operations, guest service, IT, gaming operations |
| Pinnacle Entertainment | EVP & Chief Marketing Officer | Oct 2010 – Jun 2013 | Responsible for company-wide marketing strategies |
| Multimedia Games | Chief Marketing Officer | 2008 – 2010 | Led product strategy, project management, investor relations |
| Penn National Gaming | Strategic Advisor | Through Dec 2019 | Advisory post following Pinnacle acquisition |
| Caesars Entertainment (predecessor) | Senior Executive positions | ~25+ years | Corporate brand strategy; sports/entertainment marketing; alliances; consumer insights; PR; nationwide promotions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Altria Group, Inc. | Director | Since 2017 | Public company board service |
| EPR Properties | Trustee | Since 2019 | Public REIT board service |
| Global Gaming Women | Director (prior) | Not disclosed | Non-profit supporting women in gaming |
| Make-A-Wish Southern Nevada | Director (prior) | Not disclosed | Non-profit board service |
Board Governance
- Independence: The Board determined Ms. Shanks qualifies as an independent director under NASDAQ and LNW’s Director Independence Guidelines .
- Committee assignments (current): Audit Committee member; Compensation Committee member; Compliance Committee member; not a committee chair .
- Engagement: Board met six times in 2024, with six executive sessions; all incumbent directors attended at least 75% of Board/committee meetings; all Eligible Directors met attendance requirements for 2024 RSU grants .
- Evidence of active participation: Signatory to the Compensation Committee Report; listed member on the Audit Committee Report .
| Governance Attribute | Detail |
|---|---|
| Independence status | Independent director |
| Board tenure | Director since 2021 |
| Committees | Audit; Compensation; Compliance |
| Committee chair roles | None |
| Board meetings in 2024 | 6 (with 6 executive sessions) |
| Attendance | ≥75% for all incumbents; met RSU attendance test |
Fixed Compensation (Director)
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $118,545 | Includes Board and committee retainers; subject to pro‑rating |
| Stock Awards (RSUs) | $209,952 | Annual grant; RSUs determined by $210,000 grant-date value; 2,159 RSUs |
| Option Awards | $0 | No options granted in 2024 (options were provided upon joining the Board in 2021) |
| Total | $328,497 | Sum of cash and stock awards |
- RSU vesting: Annual non‑employee director RSUs vest on the first anniversary of grant, subject to attendance requirements; all serving Eligible Directors met the requirement for the June 2024 grant .
- Director compensation structure: Standard elements include Board retainer ($90k), committee retainers ($10k; Audit $15k), chair fees ($20–35k), Lead Independent Director fee ($35k), and annual RSU grant value ($210k) .
Performance Compensation
- LNW’s non‑employee director compensation does not include performance-conditioned equity; RSUs and options for directors are time‑vested (new directors typically receive 10,000 options upon joining, with a four‑year vesting schedule) .
| Performance Metric Tied to Director Pay | Status |
|---|---|
| Financial/TSR metrics in director awards | None disclosed; RSUs vest time‑based; new director options time‑based |
Other Directorships & Interlocks
- Current public boards: Altria Group, Inc. (since 2017); EPR Properties (since 2019) .
- Interlocks/conflicts: The Board’s annual independence determination found no relationships interfering with independent judgment; Compensation Committee interlocks indicate its members (including Ms. Shanks) were not involved in Related Person Transactions in 2024 .
- Related party transactions oversight: Audit Committee reviews and approves all Related Person Transactions under a formal policy; threshold >$120,000; Board approval also required .
Expertise & Qualifications
- Board-identified expertise: Gaming industry; technology; consumer products and marketing; legal and regulatory experience .
- Senior leadership credentials: Chief Administrative Officer/EVP roles; prior long-tenured executive service at Caesars; broad oversight of marketing and operations .
Equity Ownership
| Ownership Item (as of Apr 11, 2025 unless noted) | Detail |
|---|---|
| Beneficial ownership (shares) | 16,819; less than 1% of outstanding |
| RSUs outstanding (Dec 31, 2024) | 2,159 |
| Stock options outstanding | 10,000 options granted 6/11/2021; 4‑year vesting; exercise price $74.16; first three installments vested; remaining scheduled to vest on fourth anniversary |
| Exercisable within 60 days (Apr 11, 2025) | 2,159 RSUs and 7,500 options included under SEC rules |
| Ownership guidelines | Directors (other than CEO) must own ≥5x annual retainer/200‑day avg price; all covered directors in compliance |
| Anti‑hedging/pledging | Prohibited for employees/officers/directors |
Governance Assessment
- Strengths: Independent status; service on Audit, Compensation, and Compliance committees; demonstrated meeting attendance; alignment with stockholders via RSU grants and stock ownership guidelines; contribution evidenced by signing Compensation Committee Report and Audit Committee membership .
- Compensation alignment: Director equity is time‑vested; annual grants contingent on attendance; ownership guidelines promote skin‑in‑the‑game; anti‑hedging/pledging policies reinforce alignment .
- Conflicts & related party exposure: No Related Person Transactions disclosed for Compensation Committee members in 2024 (includes Ms. Shanks); formal RPT review/approval policy operated by Audit Committee; Board independence reaffirmed .
- Engagement indicators: Board held six meetings with six executive sessions in 2024; all incumbents met minimum attendance; all eligible directors met attendance tests for equity grants; participation in committee reports indicates active involvement .
RED FLAGS: None disclosed relating to related-party transactions, hedging/pledging, or attendance shortfalls for Ms. Shanks in 2024; director equity awards are time‑based, with no evidence of option repricing or unusual modifications .