Robert Lewis
Red Rock ResortsAbout Robert E. Lewis
Robert E. Lewis (age 79) has served as an independent director of Red Rock Resorts since the Board’s formation in September 2015; he previously served on Station Holdco’s board (2011–IPO) and as a director of Station Casinos Inc. (2004–2007) . He is President of the Nevada Division of Lewis Management Corp., a builder and owner of rental communities, shopping centers, office buildings, and industrial parks, a role he has held since December 1999; he earlier led the Nevada Region of Kaufman & Broad following the merger with Lewis Homes in 1999 and ran Lewis Homes’ Nevada operations for 25 years prior to that merger . His governance credentials include prior service on audit and compensation committees at Station Casinos Inc. and broad civic and industry leadership in Nevada’s real estate and development ecosystem .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lewis Management Corp. (Nevada Division) | President | Since Dec 1999 | Led development/ownership of rental communities, shopping centers, office, industrial parks |
| Kaufman & Broad Home Corp. (Nevada Region) | President | Jan–Dec 1999 | Post-merger leadership of Nevada region |
| Lewis Homes group (Nevada operations) | Operations lead | Prior to 1999 (25 years) | Ran Nevada operations of Lewis Homes and affiliates |
| Station Casinos Inc. (predecessor) | Director; Audit; Governance & Compensation Committees | 2004–2007 | Public company board/committee experience |
| Southern Nevada Home Builders Association | Director; President | 1987–1988 | Industry leadership |
| Nevada Development Authority | Executive Committee; Legislative Co-Chair; Secretary | Various; Secretary 1995–1997 | Policy advocacy, regional economic development |
| Urban Land Institute (Las Vegas District Council) | Chairman | 2002–2005 | Thought leadership in urban land/development |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Association of Home Builders | Director | Not specified | National industry governance |
| Southern Nevada Home Builders Association | Director; President | 1987–1988 | Regional homebuilding leadership |
| Nevada Development Authority | Executive Committee; Legislative Co-Chair; Secretary | Secretary 1995–1997 | Public policy and legislative engagement |
| Urban Land Institute (Las Vegas) | Chairman | 2002–2005 | Urban development best practices |
| Clark County Community Growth Task Force | Member | 2004–2005 | Regional growth planning |
Board Governance
- Independent status: Board affirmed independence; considered a 2023 lease with an entity affiliated with a family-owned real estate company and concluded arms-length process preserved independent judgment .
- Years of service: Director since 2015 .
- Committees: Audit (member), Compensation (Chair), Nominating & Corporate Governance (member) .
- Committee activity (2024): Audit met 8×; Compensation 5×; Nominating 4× .
- Attendance: 100% of Board and committee meetings in the last fiscal year; directors attended the 2024 annual meeting of stockholders .
- Lead Independent Director: James E. Nave, D.V.M. (not Lewis) .
- Controlled company context: Fertitta Family Entities hold >50% voting power; company may elect certain governance exemptions though committees are currently entirely independent .
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| Audit | Member | 8 | Committee fully independent; Rule 10A-3 compliant |
| Compensation | Chair | 5 | Committee fully independent; non-employee directors |
| Nominating & Corporate Governance | Member | 4 | Committee fully independent |
Fixed Compensation
| Component | Structure (2024 Policy) | Amount ($) |
|---|---|---|
| Base annual retainer (non-employee directors) | Cash | 100,000 |
| Audit Committee – Chair | Cash fee | 35,000 |
| Audit Committee – Member | Cash fee | 15,000 |
| Compensation Committee – Chair | Cash fee | 30,000 |
| Compensation Committee – Member | Cash fee | 10,000 |
| Nominating & Governance – Chair | Cash fee | 20,000 (up from 17,500 in 2023) |
| Nominating & Governance – Member | Cash fee | 10,000 (up from 5,000 in 2023) |
| Lead Independent Director (additional) | Cash fee | 37,500 |
| Director | Year | Fees Earned/Paid in Cash ($) | Notes |
|---|---|---|---|
| Robert E. Lewis | 2024 | 154,167 | Reflects committee roles including Compensation Chair |
| Robert E. Lewis | 2023 | 149,167 | Company corrected ~$4,167 underpayment in 2024 for 2023 service |
Performance Compensation
| Director | Grant Date | Stock Award Fair Value ($) | Shares Granted (#) | Vesting | Notes |
|---|---|---|---|---|---|
| Robert E. Lewis | 2/16/2024 | 184,977 | 3,162 | 50% on 3rd and 4th anniversaries; fully vested 2/16/2025 | Annual stock award target ~$185k under director policy |
| Robert E. Lewis | 2/10/2023 | 184,985 | 3,930 | 50% on 3rd and 4th anniversaries; fully vested 2/10/2024 | Standard annual grant |
- Equity compensation plan limit: Non-employee director total comp capped at $750,000 per fiscal year under 2016 Equity Incentive Plan (as amended) .
- Hedging/derivatives prohibited; pre-clearance required for insiders; short sales/derivative transactions barred under Securities Trading Policy .
- Clawback policy compliant with NASDAQ (effective 10/2/2023) for Section 16 officers; recoupment on “big R”/“little r” restatements over a 3-year look-back .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed outside Red Rock/Station entities |
| Prior public company boards | Station Casinos Inc. director (2004–2007), committees: Audit; Governance & Compensation |
| Interlocks/conflicts | Related-party retail/tavern lease with a company affiliated with Lewis’ family real estate company; arms-length bid process; independence maintained per Board |
Expertise & Qualifications
- Real estate development and operations leadership (multi-decade tenure across residential, retail, office, industrial assets) .
- Prior public-company committee experience (audit and compensation) enhances oversight of finance and pay practices .
- Regional policy and development leadership (ULI chair; Nevada Development Authority roles) relevant to market/regulatory navigation .
Equity Ownership
| Holder | Record Date | Class A Shares Beneficially Owned (#) | Notes |
|---|---|---|---|
| Robert E. Lewis | 4/7/2025 | 53,533 | As reported in security ownership table |
| Robert E. Lewis | 4/16/2024 | 49,695 | As reported in security ownership table |
- Director stock ownership guideline: Non-employee directors to hold Company equity equal to 5× annual retainer fees; individuals have 5 years to comply; unvested restricted stock counts .
- No pledging/derivatives disclosed for Lewis; Securities Trading Policy prohibits short sales and Company-based derivatives for insiders .
Say-on-Pay & Shareholder Feedback
| Year | Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| 2025 | Advisory vote to approve NEO compensation | 498,384,986 | 6,596,982 | 12,575 | 2,843,443 |
| 2024 | Advisory vote to approve NEO compensation | 495,821,762 | 11,033,426 | 18,723 | 3,068,183 |
- Director election support: Lewis received 491,076,191 For / 13,918,352 Withheld (2025) and 484,801,364 For / 22,072,547 Withheld (2024); elected by plurality .
Compensation Committee Analysis
- Composition: Robert E. Lewis (Chair), Robert A. Cashell Jr., James E. Nave, D.V.M.; all independent; non-employee directors for Rule 16b-3 compliance .
- Consultant: Pay Governance LLC advises; Compensation Committee determined the consultant is independent (Rule 10C-1) .
- Responsibilities: approves executive pay, equity plans, clawback policy, risk assessment of compensation programs .
- Governance features: annual say-on-pay; robust stock ownership guidelines; clawback policy aligned with NASDAQ requirements .
Related Party Transactions (Conflict Review)
| Transaction | Counterparty | Terms | 2024 Payments |
|---|---|---|---|
| Retail/tavern lease (Seventy Six Lamb site, North Las Vegas) | Company affiliated with Robert Lewis’ family real estate business | Initial 10-year term; four 5-year renewal options; arms-length bid process per independence determination | 53,868 |
- Board independence determination explicitly considered the lease and affirmed Lewis’ independence .
- Related-party transaction policy vests approval/disapproval in the Audit Committee, with arms-length tests and materiality review .
Governance Assessment
- Strengths: Lewis chairs an independent Compensation Committee, with use of an independent consultant and formal clawback and ownership guidelines, supporting pay discipline and alignment .
- Engagement: 100% Board/committee attendance in the last fiscal year indicates active oversight; committees met regularly (Audit 8×, Compensation 5×, Nominating 4×) .
- Risk factors: Controlled company status concentrates voting power (≈90% combined voting held by Fertitta Family Entities), which can limit minority shareholder influence on governance outcomes .
- Conflict watch: The family-affiliated lease is modest in dollar terms but remains a related-party exposure; mitigation includes Audit Committee oversight and arms-length process; independence reaffirmed .
- Investor signals: High say-on-pay support in 2024–2025 suggests shareholder acceptance of compensation practices, but ongoing monitoring is prudent under concentrated control .