Micheline Chau
LAS VEGAS SANDSAbout Micheline Chau
Micheline Chau, age 72, has served as an independent director of Las Vegas Sands (LVS) since October 2014. She previously served as Lucasfilm Ltd.’s CFO (1991–2003), and later as President, COO, and Executive Director (2003–2012), and has public board experience at Dolby Laboratories (2013–2024) and Red Hat (2008–2012). The Board determined she is independent, noting and evaluating ordinary-course transactions between LVS and Dolby International AB while she served on Dolby’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lucasfilm Ltd. | Chief Financial Officer | 1991–2003 | Senior finance leadership |
| Lucasfilm Ltd. | President, Chief Operating Officer, Executive Director | 2003–2012 | Enterprise operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dolby Laboratories, Inc. | Director | Feb 2013–Feb 2024 | Independence review considered Dolby International AB transactions with LVS |
| Red Hat, Inc. | Director | Nov 2008–Aug 2012 | Open-source software governance experience |
Board Governance
- Current committee assignments: Compensation Committee Chair; member of Nominating & Governance; member of Compliance .
- 2024 committee meeting counts: Audit 6; Compensation 5; Nominating & Governance 5; Compliance 4 .
- Independence: Board determined Chau is independent under NYSE and SEC rules; Dolby-related ordinary-course transactions were reviewed in making the determination .
- Attendance and engagement: Board held eight meetings in 2024; all directors attended at least 75% of Board and committee meetings during their service period; all directors on the Board at the time attended the May 9, 2024 annual meeting .
- Controlled company context: LVS is a “controlled company” under NYSE rules due to >50% voting power by Adelson family-related entities, but maintains independent Audit, Compensation, and Nominating & Governance Committees .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Board Retainer ($) | $150,000 | $150,000 |
| Standard Annual Equity Grant ($) | $175,000 | $200,000 |
| Committee Chair Fees ($) | Other committee chair: $15,000; Audit chair: $25,000 | Other committee chair: $25,000; Audit chair: $35,000 |
| Committee Member Fees ($) | Other committee member: $5,000; Audit member: $15,000 | Other committee member: $10,000; Audit member: $20,000 |
| Director Compensation Detail (Chau) | 2023 ($) | 2024 ($) |
|---|---|---|
| Fees Earned | 184,278 | 228,569 |
| Stock Awards (fair value) | 175,000 | 200,000 |
| Option Awards | — | — |
| All Other Compensation | 1,617 | 2,289 |
| Total | 360,895 | 430,858 |
Notes
- Director equity structure: Non-employee directors received 2,861 restricted shares in 2023 and 4,237 in 2024; directors may elect RS or RSUs; vested shares cannot be sold while serving on the Board .
- 2024 increases were informed by Korn Ferry benchmarking of peer director pay .
Performance Compensation
| Component | Specification | Vesting/Performance Metrics |
|---|---|---|
| Restricted Stock (2024 cohort) | 4,237 shares (Chau held unvested as of 12/31/2024) | Vests on earlier of 1-year anniversary of grant or next annual meeting; May 9, 2025 for 2024 awards |
| Stock Options (historical) | Chau held 6,215 options as of 12/31/2023 | Vest in five equal annual installments from grant date; no 2024 option award |
| Performance-based elements | None disclosed for director compensation | No director performance metrics (e.g., TSR, EBITDA) in director comp program |
Other Directorships & Interlocks
- Dolby relationship: In assessing Chau’s independence, the Board considered ordinary-course transactions between LVS and Dolby International AB (ultimate parent: Dolby Laboratories, where Chau was a director through Feb 2024) related to content delivery network services; Board concluded she remains independent .
- Compensation Committee interlocks: None; no LVS executives served on other entities’ boards/comp committees with reciprocal ties, and Comp Committee members were not LVS employees in the prior year .
Expertise & Qualifications
- Senior operating and financial experience across entertainment, retail, restaurant, venture capital, and financial services; Lucasfilm CFO, then President/COO .
- Audit expertise: While on the Audit Committee in 2023, the Board disclosed all Audit Committee members were financially literate and qualified as “audit committee financial experts” under NYSE and SEC definitions .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 26,599 |
| % of Outstanding | Less than 1% |
| Directly Held Shares | 22,362 |
| Unvested RSUs/Restricted Shares vesting within 60 days (as of 3/17/2025) | 4,237 |
Policies and Alignment
- No pledging, margin accounts, hedging, short sales, or derivatives by directors under LVS securities trading policy; directors may not sell annual equity awards while serving on the Board .
- LVS does not maintain minimum director ownership guidelines, but encourages ownership through compensation policies .
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee with documented use of external benchmarking (Korn Ferry); participates in Compliance and Nominating & Governance oversight; high committee independence; robust anti-hedging/anti-pledging policy; Board-wide attendance threshold met .
- Controlled company context: Significant insider ownership by Adelson family-related entities; LVS maintains independent committees despite exemption—positive governance signal given control structure .
- Shareholder signals: 2025 advisory vote on executive compensation received 412,041,478 “For” vs. 248,143,010 “Against” with 954,085 abstentions and 18,143,807 broker non-votes—meaningful dissent to monitor for Compensation Committee responsiveness .
- Director election vote: Chau received 539,119,151 “For” and 122,019,422 “Withheld,” with 18,143,807 broker non-votes—higher “Withheld” count than several peers, warranting continued shareholder engagement focus by the Compensation Chair (signal to watch) .
Board Governance (Vote Detail)
| 2025 Annual Meeting Proposal | For | Against/Withheld | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Election of Director: Micheline Chau | 539,119,151 | 122,019,422 (Withheld) | — | 18,143,807 |
| Advisory Vote on Executive Compensation | 412,041,478 | 248,143,010 | 954,085 | 18,143,807 |
RED FLAGS
- Elevated “Withheld” votes on Chau’s 2025 election relative to several nominees indicate pockets of investor concern; continued engagement and responsiveness from the Compensation Committee is advisable .
- Controlled company status concentrates voting power; while committees are independent, investors may scrutinize director independence and oversight rigor more closely .
Notes and References
- Committee rosters and roles: Chau is Compensation Chair and member of Compliance and Nominating & Governance in 2025 .
- 2024 vs 2023 committee roles: Chau also served on Audit and chaired Compliance in 2023, reflecting breadth of governance experience .
- Director compensation program terms and vesting mechanics: 2023 and 2024 structures, increased fees effective Jan 1, 2024 .
- Ownership table and breakdown: Shares and RSUs .