Charles Forman
LAS VEGAS SANDSAbout Charles D. Forman
Charles D. Forman, age 78, has served on the Las Vegas Sands (LVS) Board since 2004 and on the board of Sands China Ltd. (SCL) since May 2014. He brings decades of trade show, hospitality, and legal/financial leadership experience, including senior roles connected to COMDEX and the Sands Expo; the Board explicitly classifies him as not independent due to long-standing business and personal relationships with the Adelson family, including joint investments and significant financial dealings . In 2024, Forman met the company’s attendance expectations, with all directors attending at least 75% of Board and committee meetings; the Board met eight times, and independent directors held executive sessions consistent with NYSE requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Interface Group Nevada, Inc. | Vice President & General Counsel (trade show/convention business that owned COMDEX and Sands Expo) | 1989–1995 | Legal leadership across major trade show assets |
| Softbank Comdex Inc. | EVP, Chief Financial & Legal Officer | 1995–1998 | Combined finance/legal oversight for COMDEX franchise |
| ZD Events Inc. | Chief Legal Officer | 1998–2000 | Legal oversight for trade show portfolio including COMDEX |
| Key3Media, Inc. | EVP, International Operations | 2000 | International operating leadership for events portfolio |
| Centric Events Group, LLC | Chairman & CEO | 2002–2007 (retired upon sale) | Led trade show/conference business through sale |
| Private Law Practice | Attorney | 1972–1988 | Legal practice groundwork for later executive roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sands China Ltd. (SCL) | Director | Since May 2014 | Governance oversight for Macao operations |
| Dana-Farber Cancer Institute | Trustee | 2009–2023 | Non-profit board experience |
Board Governance
- Independence: The Board determined Forman is not independent due to business/personal relationships with the Adelson family, including joint investments and significant financial dealings .
- Committee assignments: None; Forman is a Board member without standing committee roles .
- Attendance and engagement: Board held eight meetings in 2024; all directors attended at least 75% of Board and applicable committee meetings; independent directors meet in executive session at least annually .
- Controlled company status: LVS is a controlled company (Adelson family controls >50% voting power) and is exempt from NYSE majority-independence requirements; nevertheless, Audit, Compensation, and Nominating & Governance committees are entirely independent .
- Lead Independent Director: None; Board periodically reviews the need for one .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $150,000 | Standard cash retainer for non-employee directors |
| Committee Membership/Chair Fees | $0 | No committee roles → no committee fees |
| Meeting Fees | Not disclosed → none indicated | No separate meeting fees in program |
| All Other Compensation | $2,289 | Accrued dividends on vested director stock; no aircraft usage for Forman |
| Total Fees Earned (Cash) | $150,000 | Fees earned in 2024 |
| Total Compensation (2024) | $352,289 | Cash + stock + other |
Program structure highlights:
- Non-employee directors may defer cash into a Director Deferred Compensation Plan; none have deferred to date .
- Directors are reimbursed for travel/meeting expenses .
Performance Compensation
| Equity Element (2024) | Grant Value | Shares/Units | Vesting & Terms | Notes |
|---|---|---|---|---|
| Annual Restricted Stock grant | $200,000 | 4,237 shares | Vests on the earlier of first anniversary or next annual meeting; as of Dec 31, 2024, 4,237 unvested shares vest on May 9, 2025 | Directors may elect restricted stock or RSUs; may not sell awards while serving on the Board |
| One-time New Director Stock Option | $0 for Forman | — | Program provides $100,000 option grant only for new directors; not applicable to Forman | Option assumptions disclosed in 10-K Note 18 (program reference) |
Performance metrics: Non-employee director equity awards are time-based (vesting schedule above); no performance metrics are specified for director equity awards .
Other Directorships & Interlocks
| Relationship | Detail | Governance Relevance |
|---|---|---|
| Sands China Ltd. board | Director since May 2014 | Key subsidiary oversight; cross-board information flow |
| Registration Rights Agreement | Party alongside Adelson family and others; Adelson Holders can demand registrations; others (incl. Forman) have piggyback rights subject to underwriter cutbacks | Interlock with controlling shareholders; liquidity coordination & potential alignment considerations |
Expertise & Qualifications
- Hospitality/trade shows and MICE: Senior leadership across COMDEX/Sands Expo ecosystems .
- Legal and finance: Former General Counsel; CFO/Chief Legal Officer roles; EVP-level finance/legal ledgers .
- Public company board experience: LVS since 2004; SCL since 2014 .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 213,082 shares (Less than 1%) | Includes 208,845 directly held and 4,237 RSUs vesting within 60 days of Mar 17, 2025 |
| Vested vs unvested | 4,237 unvested restricted shares (time-based vesting) | Scheduled to vest on May 9, 2025 |
| Options | None disclosed for Forman | New director option program not applicable |
| Pledging/Hedging | Prohibited for directors (no margin, no pledging, no short sales, no derivatives/hedging/monetization) | Alignment safeguard |
| Ownership guidelines | No minimum holdings policy; directors cannot sell annual equity awards while serving on Board | Retention guardrails in plan terms |
Governance Assessment
- Independence & conflicts: Forman is explicitly not independent due to extensive relationships with the Adelson family (trusteeships, joint investments, other financial dealings), creating alignment with the controlling shareholder and potential conflict-of-interest perceptions; LVS is a controlled company (Adelson group owns ~54.7%), amplifying these concerns .
- Interlocks: Party to a Registration Rights Agreement with Adelson-affiliated holders, enabling coordinated liquidity events and piggyback rights; while standard in legacy arrangements, this further underscores aligned interests with controlling holders .
- Committee structure mitigants: All key committees (Audit, Compensation, Nominating & Governance, Compliance) are fully independent; Forman holds no committee roles, reducing direct influence on audit/compensation/governance/Compliance processes .
- Attendance & engagement: Board met eight times in 2024; directors satisfied attendance thresholds; independent directors hold executive sessions, supporting independent oversight .
- Additional governance context: No Independent Lead Director; Board re-evaluates need periodically; controlled company exemptions apply but Board maintains independent committee composition; policies prohibit hedging/pledging and directors selling awards while serving .
RED FLAGS
- Not independent; long-standing financial/business ties to controlling shareholders .
- Controlled company status with 54.7% voting power concentration .
- Registration rights interlock with Adelson holders .
- No Independent Lead Director despite controlled structure .
Positives
- Independent composition of Audit/Compensation/Nominating & Governance/Compliance committees .
- Attendance metrics met; independent executive sessions practiced .
- Strong compliance and related party transaction review overseen by Audit Committee .