Mark Besca
LAS VEGAS SANDSAbout Mark Besca
Independent director at Las Vegas Sands Corp. (LVS), age 65, appointed to the Board effective January 27, 2025; serves on the Audit Committee and chairs the Compliance Committee . The Board determined he is independent under NYSE and SEC rules, and he qualifies as an Audit Committee financial expert alongside other Audit members . Besca spent 40 years at EY (Ernst & Young), including roles as leader for Long-Term Value & Stakeholder Capitalism (2017–2020), NYC Office Managing Partner (2012–2018), and Northeast Managing Partner, Assurance & Advisory (2009–2011); he currently serves as Audit Chair at Markel Group Inc. (since 2020) and Audit Committee member at Clarus Corporation (since December 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EY (Ernst & Young) | Leader, Long-Term Value & Stakeholder Capitalism | 2017–2020 | Spearheaded stakeholder capitalism program |
| EY (Ernst & Young) | Managing Partner, New York City Office | 2012–2018 | Led >11,000 professionals in NYC office |
| EY (Ernst & Young) | Northeast Managing Partner, Assurance & Advisory | 2009–2011 | Senior audit leadership across industries |
| EY (Ernst & Young) | Lead/Senior Advisory Audit Partner | ~1980–2020 | Audit leadership for large public companies (media, entertainment, consumer, airline) |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Markel Group Inc. | Director; Audit Committee Chair | 2020 | Current public company board; audit leadership |
| Clarus Corporation | Director; Audit Committee member | Dec 2024 | Current public company board |
| Pace University | Chairman Emeritus, Board of Trustees | N/A | Civic/academic leadership |
| Roundabout Theatre Company | Board Member | N/A | Civic board role |
| Partnership for New York City | David Rockefeller Fellow | N/A | Business/civic fellowship |
Board Governance
- Independence and roles: The Board determined Besca is independent; he serves on Audit and chairs Compliance; all members of Audit, Compensation, Nominating & Governance, and Compliance are independent .
- Audit Committee: Members are financially literate and qualify as audit committee financial experts; Audit oversees financial reporting, internal audit, related party transactions, ERM, and cybersecurity .
- Compliance Committee: As Chair, Besca oversees legal/regulatory compliance (including gaming laws), Code of Conduct, anti-corruption, AML, political contributions, and reporting policies .
- Controlled company context: LVS is a controlled company (Adelson family/trusts control ~54.7% of votes), yet maintains majority independent board and fully independent key committees .
- Board/committee activity (2024): Board met 8x; Audit 6x; Compensation 5x; Nominating & Governance 5x; Compliance 4x; all directors (serving in 2024) attended ≥75% of meetings; independent directors meet in executive session at least annually .
| Board/Committee | 2024 Meetings | Besca Membership/Role |
|---|---|---|
| Board of Directors | 8 | Director (joined Jan 27, 2025) |
| Audit Committee | 6 | Member |
| Compliance Committee | 4 | Chair |
| Compensation Committee | 5 | Not a member |
| Nominating & Governance Committee | 5 | Not a member |
Fixed Compensation
Elements of non-employee director compensation (latest disclosed program for 2024; applied generally to all directors unless changed by Board):
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $150,000 | Paid to all non-employee directors |
| Annual RS/RSU Grant | $200,000 | Director may elect restricted stock or RSUs; cannot sell while serving on Board |
| One-time New Director Stock Option Grant | $100,000 | Granted upon joining Board (Black-Scholes valuation) |
| Audit Committee Chair Retainer | $35,000 | Annual cash |
| Audit Committee Member Retainer | $20,000 | Annual cash |
| Compliance Committee Chair Retainer | $25,000 | “Other committee” chair retainer applies to Compliance, Compensation, Nominating & Governance |
| Compliance Committee Member Retainer | $10,000 | “Other committee” member retainer applies |
Additional program features:
- No director stock ownership minimum; however, directors are prohibited from selling equity awards received for Board service while serving on the Board; hedging, short-selling, options trading, and pledging of company stock are prohibited .
- Directors may defer cash compensation via the Non-Employee Director Deferred Compensation Plan; expenses for meeting service are reimbursed .
Note: Besca joined in 2025; his specific 2025 compensation will follow then-current program terms (2024 program shown above is the latest disclosed) .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based metrics in director pay | None disclosed; annual director equity awards are time-based (restricted stock/RSUs) under the non-employee director program |
Other Directorships & Interlocks
| Area | Findings |
|---|---|
| Public company boards | Markel Group Inc. (Audit Chair); Clarus Corporation (Audit member) |
| Interlocks/potential conflicts | No interlocks or related-party transactions involving Besca disclosed; Audit Committee (of which Besca is a member) reviews and approves related party transactions under established policies |
Expertise & Qualifications
- Primary expertise: accounting/audit/finance; extensive public company audit leadership; public company board experience; recognized as an Audit Committee financial expert .
- Industry exposure includes media & entertainment, consumer products, and airlines; leadership in stakeholder capitalism and long-term value initiatives .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Mark Besca | 0 | — | No beneficial ownership reported as of March 17, 2025 (record date) |
Ownership alignment policies:
- No hedging or pledging; no short sales or derivative transactions by directors; directors may not sell Board-award equity while serving; no minimum ownership guideline in place .
Governance Assessment
- Positives: Strong financial/audit expertise with audit committee financial expert designation; independent status; immediate leadership as Compliance Committee Chair enhances oversight of regulatory, AML, and ethics risks critical to gaming operators .
- Alignment/watch items: No reported stock ownership as of the record date and absence of minimum ownership guidelines may limit near-term economic alignment; however, directors cannot hedge/pledge and cannot sell Board equity while serving, partially mitigating alignment risk .
- Structural risk context: LVS is a controlled company (Adelson family ~54.7% voting power), creating potential governance concentration risk; the company mitigates through fully independent key committees and majority independent Board .
- Related-party exposure: Significant related-party arrangements exist with entities affiliated with the controlling stockholder (aviation, services), which heightens the importance of rigorous Audit Committee oversight; no Besca-specific related party ties were disclosed .
- Board engagement/attendance: Board and committees were active (23 committee meetings plus 8 Board meetings in 2024); policy includes regular executive sessions of independent directors, supporting effective oversight (Besca joined in 2025) .
Overall, Besca’s deep audit background and leadership of the Compliance Committee are constructive for investor confidence in financial reporting integrity and regulatory risk oversight, though low initial ownership and the controlled-company context remain areas to monitor for alignment and independence in practice .