Lorenzo Fertitta
Red Rock ResortsAbout Lorenzo J. Fertitta
Vice Chairman of the Board and Vice President of Red Rock Resorts; age 56; director since the Board’s formation in September 2015 and Vice Chairman since January 2017. Prior roles include Chairman & CEO of Zuffa, LLC (UFC) from June 2008 to August 2016, President and CEO of Fertitta Enterprises (1993–2000), and President/Vice Chairman/Director at Station Casinos Inc. (STN) between 1991–2011. Lorenzo is the brother of Chairman & CEO Frank J. Fertitta III and is an executive of the controlled company; he is not an independent director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Station Casinos Inc. (STN) | Director | 1991–June 2011 | Served on Board; senior leadership roles |
| Station Casinos Inc. (STN) | Vice Chairman | Dec 2003–June 2011 | Oversight of governance/compensation (historical STN service) |
| Station Casinos Inc. (STN) | President | July 2000–June 2008 | Led operations and strategy |
| Station Holdco Board | Director | June 2011–IPO (member-managed) | Pre-IPO governance |
| Fertitta Enterprises, Inc. | President & CEO | June 1993–July 2000 | Managed investment portfolio (securities/real property) |
| Zuffa, LLC (UFC) | Chairman & CEO | June 2008–Aug 2016 | Led major growth and sale in 2016 |
| Nevada State Athletic Commission | Commissioner | Nov 1996–July 2000 | Regulatory oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nevada Resort Association | Board Member | 2001–2008 | Industry advocacy |
| American Gaming Association | Director | Dec 2005–May 2008 | Industry policy/advocacy |
Board Governance
- Controlled company: Fertitta Family Entities hold more than 50% voting power; Red Rock can opt out of certain NASDAQ requirements. Current Board: Frank J. Fertitta III, Lorenzo J. Fertitta, Robert A. Cashell, Jr., Robert E. Lewis, James E. Nave, D.V.M. .
- Independence and committees: Audit, Compensation, and Nominating committees consist entirely of independent directors (Cashell Jr., Lewis, Nave). Lorenzo is not a member of any Board committee .
- Attendance: Board met 9 times in 2023 with each director at least 90% attendance; 11 meetings in 2024 with 100% attendance across directors. Lead Independent Director is James E. Nave, D.V.M., and independent executive sessions occur at least twice annually .
| Governance Metric | 2024 (Proxy year: 2023 activity) | 2025 (Proxy year: 2024 activity) |
|---|---|---|
| Board Meetings Held | 9 | 11 |
| Director Attendance | ≥90% for each director | 100% for each director |
| Lead Independent Director | James E. Nave, D.V.M. | James E. Nave, D.V.M. |
Fixed Compensation
Employees serving on the Board do not receive director fees. Lorenzo is a company executive under a separate employment agreement.
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual Base Salary | $500,000 | $500,000 | As per employment agreement; severance equals base salary if terminated without cause or for good reason |
| Total Compensation (All executive capacities) | $1,502,622 | $1,404,902 | Aggregate value reported in proxy |
Employees of the Company do not receive Board compensation; non-employee director program has cash retainers and annual stock awards, but Lorenzo is excluded as an employee .
Performance Compensation
- No disclosure of target bonus %, actual bonus, RSUs/PSUs, or options for Lorenzo in the proxy; only base salary and severance terms are specified (skip due to non-disclosure) .
Other Directorships & Interlocks
- Current public company boards: None disclosed in 2024/2025 proxy biographies; roles listed are prior positions and industry associations (NRA, AGA) .
- Compensation consultant: Pay Governance retained by Compensation Committee, affirmed independent (Committee composed of independent directors) .
Expertise & Qualifications
- Deep operating experience in gaming/hospitality; executive leadership of Station Casinos and UFC (Zuffa); prior regulatory and association leadership. Brings financial, operational, and industry expertise relevant to RRR’s highly regulated gaming business .
Equity Ownership
Lorenzo’s beneficial ownership is through various Fertitta-related entities; combined voting power reflects controlled company status.
| Ownership Metric | 2024 | 2025 |
|---|---|---|
| Class A Shares Beneficially Owned | 4,257,868 | 5,283,089 |
| Class B Shares Beneficially Owned | 45,385,804 | 45,385,804 |
| Combined Voting Power | 89.9% (family entities) | ~90.0% (family entities) |
- Pledging/Hedging: Company policy prohibits short sales and Company-based derivatives; pre-clearance required for insiders. No pledge disclosure for Lorenzo; footnote pledging applies to Frank’s trust only .
Governance Assessment
- Not independent; executive Vice Chairman and brother of CEO. Not on key committees; independent oversight concentrated in Audit/Comp/Nominating (Cashell, Lewis, Nave) .
- Controlled-company risk: Fertitta Family Entities control ~90% of combined voting power, limiting minority stockholder influence and entrenching governance. Any director elections or say-on-pay outcomes are effectively determined by controlling holders .
- Related-party exposure (RED FLAG potential):
- Aircraft Time Sharing Agreement with entity affiliated with Frank and Lorenzo; payments were ~$1.85M in 2023 and ~$0.25M in 2024 (lower in 2024), approved under related-party policy .
- Tax Receivable Agreement liabilities include amounts payable to Fertitta Family Entities ($22.1M at 2023 YE, $20.4M at 2024 YE; $6.0M and $5.6M payable, respectively); payments could be substantial and may constrain liquidity or influence M&A timing (change-in-control implications) .
- Attendance/engagement: Strong—≥90% in 2023 and 100% in 2024 for all directors; annual meeting attendance also disclosed as full in prior year .
- Pay-for-performance signals: Say-on-pay approvals were very high (97% in 2023; 97.82% in 2024), indicating investor acceptance of executive pay programs, though not directly evaluating Lorenzo’s employee compensation .
- Director compensation alignment: Non-employee directors receive mix of cash and equity within a capped plan ($750k annual director cap), with stock ownership guidelines requiring 5x retainer; Lorenzo, as an employee director, is outside this structure .
RED FLAGS: Controlled company concentration; family relationships in management; ongoing related-party transactions (aircraft, TRA) that require careful Audit Committee oversight to mitigate conflicts .
Mitigants: Independent committees with clear charters; lead independent director; robust related-party policy; clawback, anti-hedging policies; independent compensation consultant .