Robert Goldstein
LAS VEGAS SANDSAbout Robert Goldstein
Robert G. Goldstein (age 69) is Chairman and Chief Executive Officer of Las Vegas Sands (LVS), serving as CEO and Chair since January 26, 2021, and a director since 2015; he has held senior roles at LVS and subsidiaries since 1995, including President and COO and President of Global Gaming Operations . Under his leadership in 2024, LVS delivered $11.30B in net revenue, $1.75B in net income, and $4.379B in adjusted property EBITDA; Marina Bay Sands achieved a record ~$2.05B adjusted property EBITDA; capital returned to shareholders totaled $2.34B (repurchases and dividends) . LVS reported TSR improvement in 2024 versus 2023 and slightly ahead of its peer index (DJ U.S. Gambling Index) . The Board announced Goldstein will transition to Senior Advisor on March 1, 2026, with President/COO Patrick Dumont to become Chairman and CEO at that time .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Las Vegas Sands (LVS) | Chairman & CEO | 2021–present | Led post‑COVID recovery and reinvestment in Macao and Singapore; record MBS EBITDA; increased capital returns . |
| Las Vegas Sands (LVS) | President & COO; President, Global Gaming Operations; EVP | 2009–2021 (various) | Drove global operations and gaming performance during expansion cycles . |
| Sands China Ltd. (SCL) | Chairman (current); CEO until Jan 2024; interim president (2015) | Board since 2014; Chair since 2021; CEO to Jan 2024 | Oversight of Macao operations and concession renewal execution . |
| Sands Hotel (Atlantic City) / Pratt Hotel Corp. | EVP Marketing / EVP | 1992–1995 | Casino marketing and operations leadership prior to LVS . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Remark Media, Inc. | Director | 2013–2017 |
| Sands China Ltd. | Chairman; former CEO; director | 2014–present; CEO until Jan 2024 |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | $3,000,000 | $3,000,000 | $3,000,000 |
| Target annual bonus (% salary) | 200% | 200% | 200% |
| Actual annual bonus ($) | $6,000,000 | $6,900,000 | $5,460,000 (paid Jan 2025) |
| All other compensation ($) | $2,410,263 | $2,287,874 | $2,179,285 |
Notes: 2024 all other compensation includes $877,430 for security, $815,404 personal aircraft usage, $249,659 related tax reimbursement, among other items . Tax gross‑ups apply to certain perquisites like aircraft usage .
Performance Compensation
- Program design (2024): Short- and long‑term incentives tied primarily to Adjusted Property EBITDA with an ESG modifier; payouts range 85%–115% of target based on performance .
- 2024 metrics and outcomes:
- Company Adjusted Property EBITDA target: $4.63B; final certified performance: $4.19B (91% of target) .
- ESG factor: 3 of 4 goals achieved (100% modifier); short and long‑term awards paid at 91% of target .
| Metric | Weighting | Target | Actual | Payout % | Notes |
|---|---|---|---|---|---|
| Adjusted Property EBITDA (FY2024) | 100% (primary metric) | $4.63B | $4.19B | 91% | Company-wide metric; liquidity also monitored . |
| ESG modifier (4 metrics) | Modifier | 3/4+ = 100% | 3/4 achieved | 100% | Recognition indices, emissions, compliance/anti‑human trafficking, gender diversity . |
- 2024 equity grant earned for 2023 performance (granted 1/29/2024): 222,470 RSUs; grant date fair value $11,212,488 .
- 2025 equity grant for 2024 performance: $8.87M RSU award (granted 2/3/2025) .
- One‑time awards: 150,000 RSUs granted 4/26/2021 (vested over three years); 2,000,000 stock options granted 12/3/2021, performance certified for vesting .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 4,629,005 shares (includes exercisable options) . |
| Ownership % of outstanding | <1% (asterisked in table) . |
| Direct/Trust holdings | 129,005 shares held by The Robert and Sheryl Goldstein Trust . |
| Options (exercisable) | 4,500,000 options exercisable within 60 days (counted in beneficial ownership) . |
| Options outstanding (12/31/24) | 2,500,000 @ $50.33 exp. 11/19/2028; 2,000,000 @ $34.28 exp. 12/2/2031 . |
| Unvested RSUs (12/31/24) | 222,470 (2024 grant); 112,862 (2023 grant) . |
| Pledging/Hedging | Prohibited for officers and directors; no margin or pledging; no derivatives/shorts . |
| Ownership guidelines | No minimum stock ownership policy for executives (directors cannot sell annual Board awards while serving) . |
Vesting and potential selling pressure:
- RSU vesting schedule (as of 12/31/2024):
- 2024 grant (222,470): 73,416 vested 1/29/2025; 73,415 vest 1/29/2026; 75,639 vest 1/29/2027 .
- 2023 grant (112,862): 55,589 vested 1/30/2025; 57,273 vest 1/30/2026 .
- Options provide sizable exercisable inventory (notably 2.0M @ $34.28 and 2.5M @ $50.33) with expiries in 2028 and 2031 .
Employment Terms
| Term/Provision | Key terms |
|---|---|
| Employment term | Effective Jan 26, 2021; terminates Mar 1, 2026 . |
| 2025 Amendment & Transition | Transitions to Senior Advisor on Mar 1, 2026 (sole role) for 2 years; annual consulting fee $4,500,000; equity awards vest as of Mar 1, 2026; option post‑termination exercise runs from end of consulting term; personal aircraft (up to 125 hours/year) and related tax gross‑up; continued health/welfare and supplemental medical participation or cash in lieu . |
| Severance (no CIC) | If terminated without cause/for good reason: Accrued benefits; lump sum 2×(base+target bonus); prior year unpaid bonus; pro‑rata target bonus; equity acceleration . |
| Severance (within 24 months post‑CIC) | Accrued benefits; equity acceleration; lump sum 3×(base+target bonus); prior year unpaid bonus; pro‑rata target bonus; 2 years health/welfare and certain plan contributions . |
| Death/Disability | Accrued benefits; lump sum 2× base salary; prior year unpaid bonus; equity acceleration . |
| Potential payouts (illustrative at 12/31/24) | Without cause/good reason: $24.0M cash; RSU acceleration $17.22M; total $41.22M. CIC qualifying: $33.0M cash; RSU acceleration $17.22M; health $73K; total $50.30M . |
| Restrictive covenants | Employment agreements include non‑competition, non‑solicitation, and confidentiality provisions . |
| Clawbacks | Company-wide forfeiture policy for improperly received compensation; Dodd‑Frank/NYSE‑compliant clawback policy for Section 16 officers . |
| Hedging/Pledging | Prohibited . |
Multi‑Year Compensation (Summary for Robert G. Goldstein)
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $3,000,000 | $3,000,000 | $3,000,000 |
| Stock awards (RSUs, grant-date FV) | $0 | $9,749,944 | $11,212,488 |
| Option awards (grant-date FV) | $0 | $0 | $0 |
| Non‑equity incentive (annual bonus) | $6,000,000 | $6,900,000 | $5,460,000 |
| All other compensation | $2,410,263 | $2,287,874 | $2,179,285 |
| Total | $11,410,263 | $21,937,818 | $21,851,773 |
Board Governance
- Board/Committees: Goldstein is Chair of the Board and CEO; he serves on no Board committees . LVS is a “controlled company” (Adelson family and related trusts hold ~54.7% voting power), yet maintains fully independent Audit, Compensation, Nominating & Governance, and Compliance Committees; five of nine directors are independent . All directors attended ≥75% of meetings; the Board met eight times in 2024 .
- Leadership structure: Combined Chair/CEO (Goldstein); Board has not appointed a Lead Independent Director; Board periodically reassesses structure .
Director/Board Service Snapshot (as it relates to Goldstein)
| Attribute | Detail |
|---|---|
| LVS Board tenure | Director since 2015; Chair since 2021 . |
| Committee roles | None . |
| Independence | Not independent (executive officer) . |
| Attendance | ≥75% meetings in 2024 (Board-wide stat) . |
Performance & Track Record
- Strategic execution highlights in 2024 include ~$880M Macao capex (Londoner Macao phase, arena refurbishments) and $650M MBS renovations (premium suites, gaming enhancements) while sustaining operations; concluded a second supplemental development agreement for MBS expansion ($8.0B plan inclusive of land premiums and development) .
- Financial highlights: Net Revenue $11.30B; Net Income $1.75B; Adjusted Property EBITDA $4.379B; MBS Adjusted Property EBITDA ~$2.05B (record) .
- Capital allocation: $1.75B buybacks and $590M dividends in 2024 .
Compensation Committee & Peer Group
- Compensation Committee: Micheline Chau (Chair), Lewis Kramer, Alain Li; all independent .
- Consultant: Korn Ferry; engaged and deemed independent; conducted market analysis .
- Peer group (examples): MGM, Caesars, Wynn, Marriott, Hilton, Carnival, Royal Caribbean, Simon Property Group, VICI, Starbucks, McDonald’s, Yum China, Booking, Expedia, Live Nation .
Say‑on‑Pay & Shareholder Feedback
- 2024 advisory vote (on 2023 NEO pay): >65% approval .
- Engagement feedback in 2024: desire for long‑term metrics aligned to multi‑year periods, concerns over base salary levels, one‑time stock grants without measurable criteria, and security/personal transportation costs; company retained ESG metrics and continued outreach .
Related‑Party Transactions (select items relevant to executive oversight)
- Extensive aircraft time/cost sharing with Adelson family entities; Sands Aviation personnel/services allocations based on usage; Citadel (Adelson‑affiliated) performed ~$3.2M of aircraft maintenance services in 2024; management asserts pricing is favorable vs third‑party alternatives .
- Goldstein paid $12,019 to the Company in 2024 for services by Company personnel at his residence .
Additional Governance/Policy Notes
- Securities policy bars hedging/derivatives, short sales, pledging, and margin accounts for officers/directors .
- No executive stock ownership minimums (director awards cannot be sold while on Board) .
- CEO pay ratio for 2024: 515:1 (CEO $21,851,773 vs median employee $42,426) .
Investment Implications
- Alignment: Goldstein’s pay remains predominantly at‑risk (84% at‑risk under 2024 agreements) with a singular financial performance anchor (Adjusted Property EBITDA) and ESG modifier; 2024 payout at 91% suggests calibration to achievable but stretching budgets . However, absence of executive ownership guidelines and prohibition on pledging means alignment relies on ongoing equity grants and vested option exposure rather than mandated ownership levels .
- Retention risk: Low near‑term. Contract runs to Mar 1, 2026 with a pre‑set two‑year Senior Advisor role and robust severance/CIC protections; potential payouts (CIC) estimated at ~$50.3M as of 12/31/24 . Clear succession plan naming Dumont as future Chair/CEO mitigates execution risk around transition .
- Trading signals: RSU tranches vest in Jan 2026 and Jan 2027, and all Goldstein options are already exercisable with expirations in 2028 and 2031; while hedging/pledging is prohibited, upcoming RSU distributions could contribute to periodic selling pressure for liquidity/tax .
- Governance watch‑outs: Combined Chair/CEO without a Lead Independent Director, controlled company status, tax gross‑ups on perquisites, and historical say‑on‑pay support just above 65% warrant scrutiny; that said, Board committees are fully independent, and extensive investor engagement is ongoing .