D. Zachary Hudson
LAS VEGAS SANDSAbout D. Zachary Hudson
D. Zachary Hudson (age 45) is Executive Vice President, Global General Counsel and Secretary of Las Vegas Sands (LVS), serving since September 2019; prior roles include EVP/GC at Afiniti, attorney at Bancroft PLLC, and clerkships with Chief Justice John Roberts and then-Judge Brett Kavanaugh; he also served as a U.S. Navy Assistant Engineer on USS Santa Fe . Company performance in 2024 included net revenue of $11.30B, adjusted property EBITDA of $4.38B, and net income of $1.75B, with LVS TSR rising to $78 on an initial $100 investment and slightly exceeding the peer group’s $76 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Afiniti (applied AI) | EVP, General Counsel & Corporate Secretary | Apr 2016–Sep 2019 | Led legal/compliance for AI-driven enterprise software; supported growth and governance . |
| Bancroft PLLC | Associate, then Counsel | Nov 2011–Apr 2016 | Complex appellate litigation and regulatory matters . |
| U.S. Supreme Court | Law Clerk to Chief Justice John Roberts | 2010–2011 | Assisted on landmark cases; highest-level legal training . |
| U.S. Court of Appeals (D.C. Cir.) | Law Clerk to Brett Kavanaugh | 2009–2010 | Federal appellate experience in administrative/constitutional law . |
| U.S. Navy (USS Santa Fe) | Lieutenant – Assistant Engineer | Not disclosed | Operational leadership; technical/engineering discipline . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in LVS proxy | — | — | The 2025 proxy does not list external public company board service for Hudson . |
Fixed Compensation
Multi-year reported compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $1,100,000 | $1,100,000 | $1,300,000 |
| All Other Compensation ($) | $77,780 | $41,836 | $318,886 |
| Total ($) | $2,552,780 | $12,048,076 | $5,270,386 |
2024 employment agreement parameters (in effect Jan 1, 2024–Dec 31, 2029):
- Base salary: $1,300,000 .
- Target bonus: 175% of base ($2,275,000) .
- Target annual RSU award: 200% of base ($2,600,000) .
Performance Compensation
2024 incentive framework, metrics, and outcomes:
| Item | Weighting | Target | Actual | Payout/Factor | Vesting |
|---|---|---|---|---|---|
| Adjusted Property EBITDA ($B) | Not disclosed | $4.63 | $4.19 | 91% of target | n/a |
| ESG Adjustment (4 metrics) | Not disclosed | ≥3 of 4 metrics | 3 of 4 achieved | 100% factor | n/a |
| Annual Cash Bonus ($) | n/a | $2,275,000 | $2,070,250 | 91% payout | Cash paid Jan 2025 |
| Annual RSU Award ($, granted Feb 3, 2025 based on 2024) | n/a | $2,600,000 | $2,370,000 | 91% payout | Vests ratably over 3 years |
Key incentive mechanics and governance:
- Short-term bonuses and annual RSUs are linked to Company Adjusted Property EBITDA with ESG overlay; awards scale 85–115% of target, none below 85% .
- RSUs vest in three equal annual tranches contingent on continued service; Hudson’s 2024 RSU award granted Feb 3, 2025 at $2.37M .
- One-time grants: 2021 RSUs ($1,375,000) vest over 3 years; 2021 performance-based options (500,000) vested annually over 3 years after 2022 objective certification; 2023 Second Amendment Option Grant (510,157 options) cliff-vests Dec 31, 2029 .
Equity Ownership & Alignment
Ownership snapshot and instruments (as of Dec 31, 2024 unless noted):
| Category | Detail | Amount/Terms |
|---|---|---|
| Total beneficial ownership | Shares + options deemed beneficially owned | 668,192 shares; “less than 1%” of outstanding . |
| Direct shares owned | Common stock | 18,192 shares . |
| Options – exercisable | Strike, expiration | 500,000 @ $34.28 exp. 12/02/2031; 150,000 @ $57.76 exp. 09/29/2029 . |
| Options – unexercisable | Strike, expiration | 510,157 @ $48.63 exp. 12/12/2033; vests 12/31/2029 . |
| RSUs – unvested | Grant/date | 31,374 (2024 award, vests 1/29/2025–1/29/2027); 15,916 (2023 award, vests 1/30/2025–1/30/2026) . |
| Market value – unvested RSUs | As of 12/31/2024 @ $51.36 | $1,611,369 and $817,446, respectively . |
| Stock price reference | Close on 12/31/2024 | $51.36 . |
| Hedging/pledging policy | Prohibited | No holding in margin accounts; no pledging; no hedging/derivatives/short selling . |
| Ownership guidelines | Executives | No minimum ownership requirement; non-employee directors cannot sell board awards while serving . |
| Upcoming vesting schedule | RSUs | 10,353 RSUs (1/29/2026) and 10,667 RSUs (1/29/2027) from 2024 award; 8,811 RSUs (1/30/2026) from 2023 award . |
Note: As of 12/31/2024, Hudson’s 500,000 options at $34.28 were in-the-money relative to $51.36; 150,000 options at $57.76 were out-of-the-money; 510,157 options at $48.63 are unvested until 12/31/2029 .
Employment Terms
| Term | Detail |
|---|---|
| Agreement history | Original effective Sep 30, 2019; first amendment Mar 1, 2021; second amendment effective Jan 1, 2024; terminates Dec 31, 2029 . |
| Title | EVP, Global General Counsel & Secretary . |
| Severance – without cause/for good reason | Base + target bonus paid over 12 months; accelerated vesting of portion of 2023 option grant as if annual pro-rata vesting from grant date; relocation per policy; 2021 performance options remain outstanding per award terms . |
| Change-in-control | No enhanced multiple disclosed; potential payments table shows same totals under CIC vs non-CIC ($3,605,000 cash; $232,121 options) . |
| Non-compete/non-solicit/confidentiality | Included; overall framework fosters retention and protection of business . |
| Clawbacks | Company-wide Forfeiture Policy for improperly received compensation tied to restatements with misconduct; Dodd-Frank/NYSE-compliant Clawback Policy applies to Section 16 officers (including Hudson) for incentive-based comp on restatement . |
| Tax gross-ups | No golden parachute excise tax gross-ups; payments limited to avoid 4999 excise tax if beneficial; executives may receive tax reimbursements for certain personal aircraft benefits per policy . |
Potential payments/benefits (hypothetical termination 12/31/2024):
| Scenario | Cash Payments | Continued/Accelerated Options | Health Benefits | Total |
|---|---|---|---|---|
| Without Cause/For Good Reason | $3,605,000 | $232,121 | $0 | $3,837,121 |
| Without Cause/For Good Reason within 2 Years of CIC | $3,605,000 | $232,121 | $0 | $3,837,121 |
| Death/Disability | $0 | $0 | $0 | $0 |
Compensation Structure Analysis
Multi-year components and mix:
| Compensation Type | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Base Salary | ✓ | ✓ | ✓ | ✓ | ✓ |
| Short-Term Incentives (Annual Cash Bonus) | X | X | ✓ | ✓ | ✓ |
| Long-Term Incentives – Annual RSU Grants | X | X | ✓ | ✓ | ✓ |
| One-Time Performance Options | X | ✓ | X | X | X |
| One-Time Options (other) | X | X | X | ✓ (Hudson’s 2023 amendment) | X |
| One-Time RSUs | X | ✓ (2021 employment grant) | X | X | X |
Program design/guardrails:
- Majority of executive pay is at-risk and tied to EBITDA and ESG metrics; discretion constrained by predefined targets .
- Anti-hedging/pledging; independent compensation consultant (Korn Ferry); no option repricing; no golden parachute excise tax gross-ups .
Say-on-Pay & Shareholder Feedback
- 2024 “say‑on‑pay” (FY2023 compensation) approved with >65% support; Company continued engagement and incorporated feedback (e.g., three-year LT metrics preference) into 2025 criteria .
- Ongoing investor outreach across largest holders; continued focus areas include executive comp, ESG, and capital allocation .
Additional Context: Company Performance Measures (2024)
| Measure | 2024 |
|---|---|
| Net Revenue ($B) | $11.30 |
| Net Income ($B) | $1.75 |
| Adjusted Property EBITDA ($B) | $4.38 |
| MBS (Singapore) Adjusted Property EBITDA YoY | +10% to $2.05B |
| Capital Returned to Stockholders ($B) | $2.34 |
Investment Implications
- Alignment/retention: Hudson’s comp is heavily at-risk and tied to Adjusted Property EBITDA with ESG overlay; the 2023 option grant cliff vesting in 2029 creates strong long-term retention, while annual RSU tranches through 2027 provide incremental retention and potential predictable selling windows upon vesting .
- Selling pressure signals: Upcoming RSU vestings on 1/29/2026, 1/29/2027, and 1/30/2026 could coincide with Form 4 activity; as of 12/31/2024, 500,000 options at $34.28 were in-the-money vs $51.36, while 150,000 at $57.76 were out-of-the-money, suggesting near-term exercise depends on price trajectory; unvested 510,157 options vest in 2029, deferring potential exercises .
- Governance/risk: No hedging/pledging allowed; no executive ownership minimums which may reduce forced holding alignment; robust clawback frameworks mitigate restatement-related payout risk; say‑on‑pay support improved but remains an area of investor focus, particularly around pay mix and performance rigor .
- Contract economics: Severance equals one year of base+target bonus with continued vesting mechanics for select options but no enhanced CIC multiple, indicating moderate severance exposure; relocation support if severed without cause/good reason .
Overall, Hudson’s incentives emphasize operational EBITDA delivery and ESG, with substantial equity-based retention levers and constrained near-term CIC risk. Equity vesting cadence and ITM option blocks can inform trading calendars, while anti-hedging/pledging policies and clawbacks strengthen alignment and risk controls .