Irwin Chafetz
LAS VEGAS SANDSAbout Irwin Chafetz
Irwin Chafetz, age 88, has served on the Las Vegas Sands (LVS) Board since February 2005. He is a former executive of LVS’s predecessor entities with decades of experience in hospitality, trade shows, and conventions; currently president and manager of The Interface Group, LLC, which controls Interface Group–Massachusetts, LLC. The Board does not consider him independent due to extensive business and personal relationships with the Adelson family, including trustee roles for family trusts that beneficially own LVS stock .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Interface Group–Nevada, Inc. | Vice President & Director | 1989–1995 | Owned/operated COMDEX and The Sands Expo; core industry and operating exposure |
| Las Vegas Sands, Inc. | Vice President & Director | 1989–1995 | Predecessor entity to LVS; operations leadership |
| Las Vegas Sands, Inc. | Director | Feb–Jul 2005 | Transition period prior to LVS corporate structure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Interface Group, LLC | President & Manager | Ongoing | Controls Interface Group–Massachusetts, LLC; associated since 1972 |
| Charitable/Civic Boards | Director/Member | Various | Former member of the dean’s advisory council at Boston University School of Management |
Board Governance
- Committee assignments: None; not a member of Audit, Compensation, Nominating & Governance, or Compliance committees .
- Independence: Not independent, given aligned financial interests and trustee roles with the Adelson family; LVS is a “controlled company” under NYSE rules (Adelson family >50% voting power) .
- Attendance: Board held 8 meetings in 2024; all directors attended at least 75% of Board and relevant committee meetings; all directors present at the 2024 annual meeting .
- Board leadership and executive sessions: Independent directors meet in executive session at least annually; no Lead Independent Director appointed given current structure .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $150,000 | Standard non-employee director retainer |
| Committee Membership Fees | $0 | No committee assignment |
| Committee Chair Fees | $0 | No chair role |
| Meeting Fees | Not disclosed | No per-meeting fees disclosed |
Performance Compensation
| Component | Grant Detail | Fair Value (2024) | Vesting | Metrics |
|---|---|---|---|---|
| Restricted Stock | 4,237 shares | $200,000 | Vests on earlier of 1-year from grant or 2025 annual meeting; for 2024 grants, vesting May 9, 2025 if still serving | Time-based; no performance metrics |
| Stock Options | None | $0 | N/A | N/A |
- Deferred compensation: Non-employee directors may defer cash under the Non-Employee Director Deferred Compensation Plan; no deferrals elected to date .
- Equity disposition restrictions: Non-employee directors may not sell restricted stock received while serving on the Board .
- Clawbacks: Company has a Forfeiture Policy for incentive comp tied to financial metrics (primarily executive-focused); Compensation Committee oversees recoupment policies .
Other Directorships & Interlocks
| Company | Role | Interlock/Relationship |
|---|---|---|
| None disclosed (public companies) | — | — |
| Trustee roles for Adelson family trusts | Trustee | Trustee for multiple trusts beneficially owning LVS shares; aligned financial interests with controlling stockholder |
Expertise & Qualifications
- Deep operational experience in hospitality, conventions, and trade shows (COMDEX, Sands Expo) .
- Governance experience across charitable and civic boards; business leader background via Interface Group entities .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Total Beneficial Ownership | 353,562,996 (50.0%) | Includes trustee-related holdings; Mr. Chafetz disclaims beneficial ownership of shares held by trusts for which he acts as trustee |
| Directly Held | 91,966 | Personal holdings |
| RSUs (unvested) | 4,237 | Scheduled to vest within 60 days of March 17, 2025 (May 9, 2025) |
| Trust holdings with sole voting control & shared dispositive power | 237,626,512 | Trustee capacity; aligns with controlling stockholder |
| Trust holdings with sole voting & dispositive power | 41,548,089 | Trustee capacity |
| Trust holdings with sole voting control | 72,083,644 | Trustee capacity |
| Trust holdings with shared voting & dispositive power | 2,208,548 | Trustee capacity |
- Ownership guidelines: LVS does not require directors/executives to hold a minimum amount of stock, though directors cannot sell restricted stock while serving .
- Hedging/pledging: Prohibited under the Securities Trading Policy (no margin accounts, pledging, short sales, or derivatives for directors/executives/team members) .
Related Party Exposure and Transactions
- Controlled company: Adelson family and associated trusts own ~54.7% of shares; governance exemptions under NYSE rules apply .
- Support Services Agreement with Interface Operations (Adelson family-controlled): LVS charged Interface Operations $3.5 million for services in 2024 .
- Aircraft agreements: Reciprocal time sharing and cost sharing with Interface Operations; 2024 charges—Interface Operations paid ~$2.7 million to LVS; LVS paid ~$2.0 million to Interface Operations; directors and Adelson associates paid ~$0.6 million for use of Company aircraft .
- Aircraft maintenance: Sands Aviation engaged Citadel Completions LLC (Adelson family-owned) for ~$3.2 million in 2024; Company cites competitive pricing and service benefits .
- Director perquisites: “All Other Compensation” for Chafetz includes accrued dividends upon vesting and personal aircraft usage for his guests—$16,532 in 2024 .
- Related party review: Audit Committee reviews and approves related party transactions per policy .
Compensation Structure Analysis
| Element | Observation | Implication |
|---|---|---|
| Mix (cash vs equity) | $150k cash retainer + $200k time-based equity in 2024 | Balanced but equity is time-based, not performance-based |
| Options | None (not a new director) | No leveraged equity risk; lower incentive alignment via options |
| Perquisites | Aircraft usage for guests in other comp | Modest perquisite; monitor escalation trends |
| Ownership policy | No mandatory holding minimum; restricted stock sale restriction while serving | Limits forced alignment; policy partially mitigated by sale restriction |
Say-on-Pay & Shareholder Feedback (context)
- 2024 say-on-pay approval on 2023 NEO compensation: more than 65% support; Compensation Committee pursuing continued engagement and program refinements in 2025 .
- Stockholder outreach includes top 50 institutions representing ~89% of float (excluding controlling stockholder) .
Governance Assessment
- Strengths: Long-tenured operator with domain expertise; consistent attendance; prohibited hedging/pledging; formal related-party review by Audit Committee .
- Concerns/RED FLAGS:
- Non-independence with extensive Adelson family relationships, trustee roles, and aligned financial interests; LVS is a controlled company—heightened risk of conflicts and minority shareholder concerns .
- No committee membership (Audit/Compensation/Nominating/Compliance), limiting direct oversight contributions in critical governance areas .
- Related-party transactions across services and aviation, plus personal aircraft usage perquisites; continue monitoring quantum and fairness assertions .
- No director stock ownership minimum requirement (though resale restrictions apply to director equity); alignment reliant on trustee-held voting power rather than personal economic exposure .
Overall, Mr. Chafetz is a deeply experienced director whose governance posture is shaped by long-standing relationships with the controlling stockholder. For investors, the key signals to watch are independence constraints, the scope and review of related-party transactions, and the extent of his active engagement beyond full Board participation .