Lewis Kramer

About Lewis Kramer

Lewis Kramer (age 77) is an independent director of Las Vegas Sands Corp. (LVS) since April 2017, currently serving as Audit Committee Chair and a member of the Compensation Committee; he brings extensive accounting and audit expertise from a nearly 40-year career at Ernst & Young LLP, including service on EY’s U.S. executive board and as national director of audit services . The Board has determined he is independent under NYSE and SEC rules and that he qualifies as an “audit committee financial expert” .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; Compensation Committee member (all committees comprised entirely of independent directors) .
• Independence status: Independent director; Audit members (including Kramer) are independent, financially literate, and designated “audit committee financial experts” .
• Attendance and engagement: The Board held 8 meetings in 2024; Audit 6; Compensation 5. All directors attended at least 75% of Board and committee meetings; directors are encouraged to attend the annual meeting .
• Executive sessions: The Board meets in executive session at each regularly scheduled meeting without management; independent directors meet at least annually, with a presiding director selected by a majority of directors present .
• Leadership structure: No Lead Independent Director (Board periodically considers need); LVS is a controlled company but maintains majority independent Board and fully independent key committees .
• Stockholder signals: 2025 director election support for Kramer was 569,627,229 votes for and 91,511,344 withheld; Say-on-Pay votes were 412,041,478 for and 248,143,010 against in 2025 (non-binding) .
• Related-party oversight: As Audit Chair, Kramer’s committee reviews related-party transactions under formal policy thresholds and pre-approval processes .

Fixed Compensation

• Program structure (non-employee directors, 2024):
  • Annual Board retainer: $150,000; Annual restricted stock/RSU grant: $200,000; One-time stock option grant for new directors: $100,000; Audit Chair retainer: $35,000; Audit member retainer: $20,000; Other committee chair retainer: $25,000; Other committee member retainer: $10,000; no meeting fees; reimbursed reasonable expenses .

Notes:

• Stock awards are restricted stock that vest on the earlier of the first anniversary of grant or the next annual meeting; directors cannot sell these awards while serving on the Board .
• As of Dec 31, 2024, each of Kramer and certain other directors held 4,237 unvested restricted shares scheduled to vest May 9, 2025 .
• Directors may elect restricted stock or RSUs; new directors typically receive a one-time option grant valued using Black-Scholes .

Performance Compensation

• Non-employee director pay is not tied to financial or ESG performance metrics; equity grants vest time-based as noted, and there is no annual bonus for directors .
• Equity guardrails: Directors may not sell annual Board service equity awards while on the Board .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit/finance: Extensive experience auditing global Fortune 500 companies; qualifies as “audit committee financial expert” per NYSE/SEC definitions .
• Industry exposure: Media, entertainment, and leisure industries; broad governance, compliance, and internal control oversight background .
• Public board experience: Long-tenured outside directorship at L3 Harris through 2023 .

Equity Ownership

Governance Assessment

• Positives:

  • Independent Audit Chair with audit committee financial expert designation provides strong oversight of financial reporting, internal audit, and related-party transactions .
  • Consistent attendance; fully independent key committees; formal executive sessions enhance board independence .
  • Director equity cannot be sold during service, aligning long-term orientation; anti-hedging/pledging policy strengthens alignment .

• Watch items / RED FLAGS:

  • LVS is a controlled company, and the Board has not appointed a Lead Independent Director, though independent executive sessions are held; continued monitoring of independent oversight is prudent .
  • Say-on-Pay support in 2025 showed significant opposition (248,143,010 votes against), indicating ongoing shareholder skepticism of executive pay practices, which may heighten expectations for Compensation Committee responsiveness (Kramer is a member) .

• Shareholder voting signal:

  • Kramer’s 2025 election received 569,627,229 votes for and 91,511,344 withheld; while elected, the withheld votes suggest some investor scrutiny of board composition and governance .

• Related-party exposure:

  • No Kramer-specific related-party transactions disclosed; Audit Committee (chaired by Kramer) oversees RPTs with structured thresholds and pre-approval requirements .

• Committee effectiveness:

  • Compensation Committee disclosed use of an independent consultant (Korn Ferry) and continued investor engagement after lower-than-desired Say-on-Pay outcomes, signaling responsiveness where Kramer participates .