Patrick Dumont
LAS VEGAS SANDSAbout Patrick Dumont
Patrick Dumont (age 50) is President and Chief Operating Officer of Las Vegas Sands (LVS) and a director since 2017; he previously served as EVP & CFO (2016–2021), with prior strategy and finance roles since 2010 . He is the son‑in‑law of Dr. Miriam Adelson, whose family group controls ~54.7% of LVS voting power . Company performance in 2024: net revenue $11.30B, net income $1.75B, adjusted property EBITDA $4.38B, capital returned $2.34B; Marina Bay Sands delivered record adjusted property EBITDA of ~$2.05B . The Board intends to appoint Dumont as Chairman & CEO when Robert Goldstein becomes senior advisor on March 1, 2026, raising dual‑role and independence considerations (no lead independent director currently) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Las Vegas Sands | President & COO | Jan 26, 2021–present | Led multi‑year growth platform in Macao/Singapore; oversaw capex and capital returns |
| Las Vegas Sands | EVP & CFO; Principal Financial Officer | 2016–2021 | Managed finance through recovery and strategic investments; set performance criteria for incentives |
| Las Vegas Sands | SVP, Finance & Strategy | 2013–2016 | Corporate finance/strategy leadership |
| Las Vegas Sands | VP, Corporate Strategy | 2010–2013 | Long‑term strategy development |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Dallas Mavericks (NBA) | Team Governor | Since Dec 2023 | Family majority interest; governance/time‑commitment watchpoint |
Fixed Compensation
| Component (2024 unless noted) | Amount/Terms | Notes |
|---|---|---|
| Base Salary | $2,500,000 | Per employment agreement (effective Jan 26, 2021; term to Mar 1, 2026) |
| Target Bonus % | 200% of salary ($5,000,000) | Paid at 85%–115% of target based on performance |
| Actual Cash Bonus (2024 performance; paid Jan 2025) | $4,550,000 | 91% payout factor; ESG adjustment met (100%) |
| Target Annual RSU Opportunity | 200% of salary ($5,000,000) | RSUs vest ratably over 3 years |
| 2024 RSU Grant (granted Feb 3, 2025) | $4,550,000 | Based on 91% achievement |
| One‑time RSU (initial, 2021) | $5,000,000 | Vested ratably over 3 years |
| Stock Options (Dec 3, 2021) | 1,500,000 options | Vested annually over 3 years; performance objectives certified; strike $34.28; exp. 12/02/2031 |
| Perquisites (2024) | $5,042,204 total | Security $2,127,924; aircraft personal use $2,487,699; tax reimbursement $355,739; dividends $28,471; hospitality $28,673 |
Performance Compensation
| Metric | Weighting/Mechanics | Target | Actual/Outcome | Payout Factor | Vesting |
|---|---|---|---|---|---|
| Adjusted Property EBITDA (Company) | Single metric; linear 85%–115% of target; basis adjusted for corporate expense, MIP bonus, FX; ESG modifier | $4.63B (Adjusted Property EBITDA) | $4.19B (above threshold, below target) | 91% (ESG 3/4 met → 100% modifier applied to earned level) | RSUs vest ratably over 3 years; annual bonus paid in cash |
| ESG metrics (4) | Modifier: 3 of 4 achieved → no reduction | Recognition on indices; emissions reduction; compliance programs; gender diversity | 3 achieved, 1 not achieved | 100% of earned level (vs 90% if <3 achieved) | Applies to both short‑ and long‑term awards |
Equity Ownership & Alignment
| Item | Detail | As of | Notes |
|---|---|---|---|
| Total Beneficial Ownership | 2,371,608 shares; <1% of outstanding | Mar 17, 2025 | Includes 446,608 shares held directly + 1,925,000 vested/exercisable options |
| Ownership % of Shares Outstanding | Less than 1% | Mar 17, 2025 | Company has 706,627,556 shares outstanding |
| Unvested RSUs (Grant 1/29/2024; 114,087 units) | 37,649 vest 1/29/2025; 37,649 vest 1/29/2026; 38,789 vest 1/29/2027 | Dec 31, 2024 base; vest dates in 2025–2027 | |
| Unvested RSUs (Prior grant; 57,877 units) | 28,507 vest 1/30/2025; 29,370 vest 1/30/2026 | Dec 31, 2024 base; vest dates in 2025–2026 | |
| Options – Exercisable | 425,000 @ $52.53 exp 3/28/2026; 1,500,000 @ $34.28 exp 12/02/2031 | Dec 31, 2024 | Potential exercise/expiration pressure into 2026 |
| Hedging/Pledging | Prohibited for officers/directors | Policy | No short selling, puts/calls, margin accounts or pledging |
| Ownership Guidelines | No minimum ownership requirement for executive officers | Policy | Directors cannot sell annual equity awards while on Board |
Employment Terms
| Term/Provision | Key Terms |
|---|---|
| Agreement Term | Effective Jan 26, 2021; terminates Mar 1, 2026 |
| Severance (Without Cause / Good Reason) | Accrued benefits; base salary + target bonus paid over 12 months; prior year unpaid bonus; pro‑rata current year target bonus; accelerated vesting of equity |
| Change‑in‑Control (CIC) | Double trigger (termination within 24 months of CIC): lump sum 2×(base + target bonus); accrued benefits; unpaid bonus prior year; pro‑rata current year target bonus; accelerated vesting; continued health/welfare and certain contributions for 2 years |
| Death/Disability | Accrued benefits; 12 months base salary (offset by insurance); unpaid prior year bonus; accelerated vesting |
| Definitions (Cause/Good Reason) | Enumerated misconduct, license issues, material adverse change, removal from role, Company breach; cure periods apply |
| Restrictive Covenants | Non‑compete, non‑solicit, confidentiality included in executive agreements |
| Clawbacks/Recoupment | Company‑wide Forfeiture Policy (misconduct causing restatement) and NYSE/SEC‑compliant Clawback Policy for Section 16 officers |
Board Governance
- Board service: Director since 2017; no committee memberships (board committees are fully independent; Dumont is a management director, hence non‑independent) .
- Board/committee attendance: Board met 8 times in 2024; all directors attended ≥75% of meetings; 2024 annual meeting attendance noted .
- Independence context: Controlled company (Adelson family controls >50%); majority independent board maintained voluntarily; all Audit, Compensation, Nominating & Governance, and Compliance committees are independent .
- Leadership/dual‑role implications: Board plans Dumont to become Chairman & CEO when Goldstein transitions on March 1, 2026; no Lead Independent Director currently, though executive sessions of independent directors are held each meeting .
Director Compensation
| Item | 2024 Policy/Practice |
|---|---|
| Non‑employee director program | Annual cash retainer $150,000; annual equity $200,000; committee chair/member retainers; one‑time option grant for new directors |
Related Party Transactions (Governance Red Flags to Monitor)
- Extensive aviation and services arrangements with Adelson family‑controlled entities (Interface Operations, Interface Bermuda, Citadel Completions), with cross‑charges and cost allocations; Audit Committee reviews and approves related‑party transactions .
- Examples (2024): Sands Aviation charged Interface Operations $33.2M; time‑sharing cross‑charges ($2.7M billed to Interface; ~$2.0M billed to LVS); Citadel charged ~$3.2M for maintenance .
- Dumont’s family relationship heightens perceived conflict risk; the Company asserts economic rationale and oversight on terms .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: >65% votes in favor; management acknowledges “lower than desired” support and continued active engagement with investors .
- Investor feedback highlights: long‑term metrics should span ≥3 years; concerns about base salary levels, one‑time grants without measurable performance criteria, and security/personal transportation costs borne by the Company .
Compensation Peer Group (for benchmarking)
- MGM Resorts, Caesars, Wynn, Marriott, Hilton, Carnival, Royal Caribbean, Simon Property Group, VICI, Starbucks, McDonald’s, Yum China, Booking, Expedia, Live Nation .
Risk Indicators & Red Flags
- Tax gross‑ups on personal aircraft use/security for Dumont (and CEO) .
- Controlled company structure and family interlocks; related‑party aviation/service agreements –.
- Prohibitions mitigate alignment risks (no hedging/pledging/derivatives/short‑selling) .
- Option expirations and RSU vestings could create selling pressure around 2026 .
Equity and Incentive Grant Detail (Vesting Calendar)
| Award Type | Quantity | Strike/Grant | Vesting Dates | Expiration |
|---|---|---|---|---|
| RSUs (1/29/2024 grant) | 114,087 | Grant date 1/29/2024 | 37,649 (1/29/2025); 37,649 (1/29/2026); 38,789 (1/29/2027) | — |
| RSUs (prior grant) | 57,877 | — | 28,507 (1/30/2025); 29,370 (1/30/2026) | — |
| Options (legacy) | 425,000 | $52.53 | Exercisable | 3/28/2026 |
| Options (performance‑certified) | 1,500,000 | $34.28 | Exercisable | 12/02/2031 |
Employment Cash/Equity Economics if Terminated (Illustrative, as of 12/31/2024)
| Scenario | Cash Payments | RSU Acceleration | Options | Health Benefits | Total |
|---|---|---|---|---|---|
| Without Cause / Good Reason | $12,500,000 | $8,832,071 | — | — | $21,332,071 |
| CIC + Termination (within 24 months) | $20,000,000 | $8,832,071 | — | $73,442 | $28,905,513 |
| Death/Disability | $2,500,000 | $8,832,071 | — | — | $11,332,071 |
Investment Implications
- Alignment and incentives: Dumont’s pay mix is heavily at‑risk, driven by Adjusted Property EBITDA with ESG modifiers; 2024 payout at 91% reinforces linkage to operating cash generation and disciplined capital allocation .
- Retention and succession: Multi‑year agreement to Mar 1, 2026, robust CIC/double‑trigger protections, and upcoming transition to Chairman/CEO reduce near‑term retention risk; monitor governance balance given no lead independent director .
- Trading signals: Large option block expiring in Mar 2026 (425k @ $52.53) and staggered RSU vestings through 2027 may create episodic selling/exercise pressure; beneficial ownership remains <1% of shares outstanding .
- Governance risks: Controlled company, family ties, and related‑party aviation/service agreements warrant ongoing scrutiny; say‑on‑pay support >65% but still suboptimal, with investors focused on long‑term metrics and perquisite costs – .
- Performance track record: Strong 2024 recovery with record Singapore EBITDA and advancing Macao reinvestment under Dumont’s operational leadership, plus $2.34B capital returned; the incentive framework appears aligned with these outcomes .