Randy Hyzak
LAS VEGAS SANDSAbout Randy Hyzak
Randy Hyzak, age 55, is Executive Vice President and Chief Financial Officer (Principal Financial Officer) of Las Vegas Sands since January 26, 2021, after serving as Senior Vice President and Chief Accounting Officer since March 2016; previously he was VP & Chief Accounting Officer at Freescale Semiconductor and a senior manager at EY serving large global Fortune 500 clients . Company performance in 2024 featured net revenue of $11.30B, net income of $1.75B, and adjusted property EBITDA of $4.379B; TSR increased versus 2023 and was slightly ahead of the peer group in 2024, supported by record adjusted property EBITDA of $2.05B at Marina Bay Sands and extensive capital investment execution across Macao and Singapore .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Las Vegas Sands | Executive Vice President & Chief Financial Officer | Jan 26, 2021 – Present | Principal Financial Officer; oversees disclosure controls and SOX certifications |
| Las Vegas Sands | Senior Vice President & Chief Accounting Officer | Mar 2016 – Jan 2021 | Led corporate accounting; supported transition to CFO |
| Freescale Semiconductor, Inc. | Vice President & Chief Accounting Officer; Corporate Controller | Feb 2009 – Mar 2016; joined Feb 2005 | Finance leadership for global semiconductor operations |
| Ernst & Young LLP | Senior Manager (Assurance & Advisory) | 1994 – early 2005 | Served large global Fortune 500 clients in assurance/advisory |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No public company board roles disclosed for Hyzak |
Fixed Compensation
Multi-year compensation (reported amounts):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $1,200,000 | $1,200,000 | $1,200,000 |
| Target Bonus % of Base | — | — | 150% (Contract) |
| Actual Cash Bonus ($) | $1,500,000 | $1,725,000 | $1,638,000 |
| Stock Awards ($) | — | $1,499,960 | $1,724,990 |
| All Other Compensation ($) | $26,692 | $49,009 | $174,151 |
| Total ($) | $2,726,692 | $4,473,969 | $4,737,141 |
All Other Compensation (2024 breakdown):
- $19,800 401(k) match; $2,846 life/disability; $8,267 health care; $143,238 other, of which $126,697 personal aircraft use, $8,541 RSU dividends, $8,000 hospitality .
Performance Compensation
2024 incentive design and outcomes:
| Component | Metric | Weighting | Target | Actual/Outcome | Payout vs Target | Vesting/Notes |
|---|---|---|---|---|---|---|
| Short-Term Cash Bonus | Adjusted Property EBITDA | Not disclosed | $4.63B | Adjusted Property EBITDA measured for awards at $4.19B (above threshold) | 91% of target | Paid Jan 2025 ($1.64M for Hyzak) |
| Long-Term Equity (Annual RSUs) | Adjusted Property EBITDA | Not disclosed | Same as above | Same as above | 91% of target award value | RSUs vest ratably over 3 years; 2024 award granted Feb 3, 2025 at $1.91M |
| ESG Adjustment | ESG metrics (4 measures) | Not disclosed | ≥3 of 4 met → no adjustment | 3 of 4 achieved (recognition, emissions reduction, compliance/human trafficking; gender diversity not achieved) | 100% factor (no downward adjustment) | Applied to both cash and equity awards |
Program parameters:
- Under the amended employment agreement: bonus target 150% of base; annual RSU target 175% of base; both paid 85–115% of target based on performance bands .
Most important performance measures used in 2024:
- Adjusted Property EBITDA; Liquidity; ESG (as defined by the proxy) .
Equity Ownership & Alignment
Beneficial ownership and instruments:
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 689,746 shares (<1% of outstanding) |
| Direct Shares Held | 53,499 shares |
| Options Exercisable | 636,247 shares (vested and exercisable) |
| Unvested RSUs (12/31/24) | 34,226 (vesting 11,295 on 1/29/2026; 11,636 on 1/29/2027) and 17,363 (vesting 8,811 on 1/30/2026); market value $1,757,847 and $891,764 at $51.36 |
| Options Detail (Exercisable) | 21,910 @ $58.81 exp 10/03/2026; 21,358 @ $63.89 exp 06/29/2027; 17,424 @ $75.18 exp 02/01/2028; 35,635 @ $59.89 exp 01/31/2029; 39,920 @ $65.31 exp 01/30/2030; 500,000 @ $34.28 exp 12/02/2031 |
| Hedging/Pledging | Officers and directors prohibited from short selling, derivatives, margin accounts, or pledging company securities |
| Ownership Guidelines | No minimum executive ownership requirement (directors have guardrails on selling annual awards) |
Option/RSU vesting and activity:
| 2024 Vesting Activity | Shares Vested | Value Realized |
|---|---|---|
| RSUs Vested (2024) | 17,086 | $811,280 |
Employment Terms
Key terms of Randy Hyzak’s current agreement:
- Term: Originally effective Jan 26, 2021; amended effective Jan 1, 2024; terminates Dec 31, 2029 .
- Base Salary: $1,200,000 .
- Short-Term Incentive: Target bonus 150% of base (paid 85–115% depending on performance; 2024 payout at 91%) .
- Long-Term Incentive: Annual RSUs equal to 175% of base (paid 85–115% depending on performance; 2024 RSUs at 91%) .
- Vesting: RSUs vest ratably over 3 years subject to continued employment .
- Clawbacks: Company-wide forfeiture policy for misconduct-related restatements and NYSE-compliant clawback for Section 16 officers (including Hyzak) covering incentive-based compensation after Oct 2, 2023 .
- Securities Policy: Anti-hedging/short-selling; no pledging or margin accounts; strict trading policy .
- Ownership Policy: No minimum executive ownership requirement (directors restricted from selling Board awards while in service) .
Severance and change-of-control economics (as of 12/31/24):
| Scenario | Cash Payments | Equity | Health/Other | Total |
|---|---|---|---|---|
| Without Cause / Good Reason | $3,000,000 (base + target bonus over 12 months) | Accelerated vesting | — | $5,649,611 (incl RSUs at $51.36) |
| Without Cause / Good Reason within 24 months of Change in Control (Double Trigger) | $4,800,000 (1× base + target bonus, lump sum) | Accelerated vesting | $73,442 (benefits) | $7,523,053 |
| Death/Disability | $1,200,000 (12 months base) | Accelerated vesting | — | $3,849,611 |
Change-in-control definition and plan effects:
- CIC excludes acquisitions by Company/affiliates, employee plans, Adelson estate/related parties, and certain reorganizations; double-trigger benefits apply to Hyzak .
- Equity plan permits vesting/cash-out of awards at the Compensation Committee’s discretion upon CIC; performance awards vest based on goal attainment .
Restrictive covenants:
- Agreements include non-competition, non-solicitation, and confidentiality provisions (details not quantified in proxy) .
Compensation Peer Group (Benchmarking)
Peer group used by the Compensation Committee/Korn Ferry for competitive pay analysis:
- MGM Resorts, Caesars Entertainment, Wynn Resorts, Marriott, Hilton, Carnival, Royal Caribbean, Simon Property Group, VICI Properties, Starbucks, McDonald’s, Yum China, Booking Holdings, Expedia Group, Live Nation .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval was more than 65% of votes cast; the Committee continues active engagement to address investor concerns on metrics duration, base salary levels, one-time grants, and security/personal transportation costs; ESG metrics remained in executive variable pay design .
Performance & Track Record
- 2024 operational execution included nearly $880M capex in Macao and ~$650M in Singapore, delivering record $2.05B adjusted property EBITDA at Marina Bay Sands and year-over-year adjusted property EBITDA growth in Macao despite renovations; capital returned to shareholders totaled $2.34B (repurchases and dividends) .
- Company TSR increased in 2024 vs 2023 and was slightly ahead of the peer group, aligning with significant RSU-based at-risk pay for NEOs (RSUs comprise 41% for non-PEO NEO annual compensation mix) .
Risk Indicators & Red Flags
- Anti-hedging/anti-pledging policy reduces misalignment risk; officers cannot pledge or margin company stock .
- No golden parachute excise tax gross-ups; parachute payments subject to best-net-cutback mechanics to avoid 4999 excise tax if beneficial .
- Related-party aircraft arrangements are overseen and structured on cost basis; personal aircraft usage for Hyzak reported as part of “All Other” compensation ($126,697 in 2024) .
Equity Ownership & Alignment (Detail Tables)
Outstanding equity awards (12/31/24):
| Type | Count | Vesting Schedule | Market Value at $51.36 |
|---|---|---|---|
| RSUs (Grant 1) | 34,226 | 11,295 on 1/29/2026; 11,636 on 1/29/2027 | $1,757,847 |
| RSUs (Grant 2) | 17,363 | 8,811 on 1/30/2026 | $891,764 |
Exercisable options:
| Options Exercisable | Strike ($) | Expiration |
|---|---|---|
| 21,910 | 58.81 | 10/03/2026 |
| 21,358 | 63.89 | 06/29/2027 |
| 17,424 | 75.18 | 02/01/2028 |
| 35,635 | 59.89 | 01/31/2029 |
| 39,920 | 65.31 | 01/30/2030 |
| 500,000 | 34.28 | 12/02/2031 |
Beneficial ownership:
| Shares | Percent of Outstanding |
|---|---|
| 689,746 | <1% |
Employment Contracts, Severance, and Change-of-Control Economics
See “Employment Terms” and “Severance and change-of-control economics” above for specific multiples, vesting acceleration, and benefit continuation details .
Compliance and Governance Policies Affecting Compensation
- Clawback (Dodd-Frank/NYSE) and broader forfeiture policy in place; all NEO equity awards subject to these policies .
- Grant practices avoid timing around material nonpublic information; options granted at fair market value; annual grants typically in Jan/Feb open windows .
Investment Implications
- Pay-for-performance linkage is tight: both cash bonus and RSU awards tied to Adjusted Property EBITDA plus ESG factor; 2024 payout at 91% reflects discipline amid high capex and strong Singapore performance .
- Alignment strengths include anti-hedging/anti-pledging and significant at-risk equity; retention risk mitigated by multi-year agreement (through 2029) and double-trigger CIC protection, though Hyzak’s CIC cash multiple (1×) is conservative relative to CEO/COO, potentially reducing transaction-related windfall risk .
- Upcoming RSU vestings and sizable exercisable option stack could create periodic liquidity events; however, policy constraints and low ownership percentage (<1%) suggest limited systemic selling pressure; monitoring Form 4 filings around vest dates is advisable .
- Ongoing investor feedback on compensation design (say-on-pay ~65% approval) indicates continued scrutiny; the committee’s emphasis on longer-term metrics and ESG integration moderates governance risk while sustaining performance focus .