Stephen Cootey
Red Rock ResortsAbout Stephen Cootey
Stephen L. Cootey (age 56) is Executive Vice President, Chief Financial Officer and Treasurer of Red Rock Resorts, serving as CFO since May 2017 after joining Red Rock in March 2017 as EVP & Chief Administrative Officer; prior roles include CFO and Treasurer of Wynn Resorts (May 2014–March 2017), Senior Vice President/VP of Corporate Finance at Las Vegas Sands (2009–2013), Partner/Senior Research Analyst at Prides Capital (2004–2009), and Vice President at Credit Suisse First Boston (2001–2004) . Company performance metrics relevant to compensation decisions in 2024 included Adjusted EBITDA ($795.9m), Net Income ($291.3m), and cumulative TSR (value of $100 investment = $230.69), with the Compensation Committee considering Adjusted EBITDA, revenue, and operating income in pay decisions rather than fixed targets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wynn Resorts Ltd. | CFO; Treasurer | CFO: May 2014–Mar 2017; Treasurer: Feb 2014–Mar 2017 | Led corporate finance and treasury during period as CFO/Treasurer |
| Las Vegas Sands Corp. | SVP Corporate Finance; VP Corporate Finance | SVP: Mar 2012–Dec 2013; VP: Oct 2009–Mar 2012 | Corporate finance leadership supporting capital structure and growth |
| Prides Capital, LLC | Partner & Senior Research Analyst | Jun 2004–Oct 2009 | Buy-side investing and research, informing capital allocation |
| Credit Suisse First Boston | Vice President | 2001–2004 | Investment banking experience underpinning financing expertise |
External Roles
No public company directorships or external board roles for Mr. Cootey were disclosed in the proxy statements .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $788,462 | $800,000 | $800,000 |
| Target Bonus (% of Base) | 100% | 100% | 100% |
| Actual Bonus Paid ($) | $800,000 | $800,000 | $720,000 |
Notes:
- Target bonus established by employment agreement (100% of base for NEOs other than President) .
- Annual bonus amounts determined holistically by Compensation Committee considering operational performance and retention needs; no formulaic targets disclosed .
Performance Compensation
Annual Incentive Metrics (Committee considerations; no fixed weights/targets)
| Metric | Weighting | Target | Actual/Payout Basis | Vesting |
|---|---|---|---|---|
| Adjusted EBITDA | Not disclosed | Not disclosed | Considered in annual pay decisions | Cash (annual) |
| Revenue | Not disclosed | Not disclosed | Considered in annual pay decisions | Cash (annual) |
| Operating Income | Not disclosed | Not disclosed | Considered in annual pay decisions | Cash (annual) |
Equity Grants (Time-based; RS and Options)
| Grant Year | Grant Date | Award Type | # Shares/Options | Exercise Price ($/sh) | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|---|---|
| 2024 | 2/16/2024 | Restricted Stock | 20,513 | — | $1,200,011 | 50% on 3rd and 4th anniversaries (2/16/2027; 2/16/2028) |
| 2024 | 2/16/2024 | Stock Options | 42,478 | 58.50 | $1,200,004 | 33-1/3% on 2nd, 3rd, 4th anniversaries (2/16/2026–2028) |
| 2023 | 2/10/2023 | Restricted Stock | 12,747 | — | $600,001 | 50% on 3rd and 4th anniversaries (2/10/2026; 2/10/2027) |
| 2023 | 2/10/2023 | Stock Options | 80,573 | 47.07 | $1,800,001 | 33-1/3% on 2nd, 3rd, 4th anniversaries (2/10/2025–2027) |
Outstanding Equity and Vesting (as of 12/31/2024)
| Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Next Vesting |
|---|---|---|---|---|---|
| Options | 325,285 | — | 24.63 | 2/14/2026 | N/A |
| Options | 87,688 | 43,190 | 25.91 | 2/18/2028 | Vested 2/18/2025 |
| Options | 19,968 | 38,764 | 45.36 | 3/18/2029 | 50% vested 3/18/2025; 50% on 3/18/2026 |
| Options | — | 81,987 | 46.26 | 2/10/2030 | 33-1/3% vested 2/10/2025; remaining 2/10/2026–2027 |
| Options | — | 43,223 | 57.49 | 2/16/2031 | 33-1/3% on 2/16/2026–2028 |
| Unvested RS | — | 10,678 | — | — | Vested 2/18/2025 |
| Unvested RS | — | 25,424 | — | — | 50% on 3/18/2026; 50% on 3/18/2027 |
| Unvested RS | — | 12,747 | — | — | 50% on 2/10/2026; 50% on 2/10/2027 |
| Unvested RS | — | 20,513 | — | — | 50% on 2/16/2027; 50% on 2/16/2028 |
Realizations (2023–2024)
| Year | Options Exercised (#) | Value Realized ($) | RS Vested (#) | Value Realized ($) |
|---|---|---|---|---|
| 2024 | 156,429 | $4,427,723 | 10,677 | $626,473 |
| 2023 | 220,317 | $5,955,169 | 41,300 | $1,946,469 |
Equity Ownership & Alignment
| Date (Record) | Beneficial Class A Shares | % of Class A | Options Exercisable within 60 days | Pledging | Ownership Guidelines |
|---|---|---|---|---|---|
| Apr 7, 2025 | 783,656 | 1.3% | 523,388 | No pledging disclosed for Cootey; company prohibits hedging/short sales and requires pre-clearance for insider transactions | NEOs must hold 3x base salary within 5 years; unvested restricted stock counted |
| Apr 16, 2024 | 676,749 | 1.1% | 432,941 | Same as above | Same as above |
Employment Terms
- Contract Term: Fixed five-year term; extended for an additional five years effective March 2, 2022 for Messrs. Fertitta, Cootey, and Welch .
- Severance (No Cause; non-CIC): Prorated annual bonus for year of termination; salary continuation equal to current base salary paid over 12 months; 12 months health/disability continuation or cash in lieu; subject to release .
- Change-in-Control: Termination without cause or resignation for “good reason” (good reason only applies following a CIC for NEOs other than CEO) yields same cash severance as above; equity accelerates per plan; death/disability accelerates unvested equity by policy .
- Hypothetical payouts (12/31/2024):
- Without Cause (non-CIC): Salary $800,000; Bonus $800,000; Health $12,338; Total $1,612,338 .
- Involuntary Termination following CIC: Salary $800,000; Bonus $800,000; Health $12,338; Equity Acceleration $4,119,464; Total $5,731,802 .
- Restrictive Covenants: Indefinite confidentiality; Non-compete and non-solicit apply to Las Vegas and 30-mile radius and areas where Red Rock operates or pursues gaming activities .
- Clawback: NASDAQ-compliant clawback effective Oct 2, 2023 covering excess incentive-based compensation for three-year lookback in case of “big R” or “little r” restatement .
- Program Practices: “No pension/supplemental retirement plan payouts” for NEOs; no option repricing without stockholder approval; annual say-on-pay .
- Say-on-Pay: 97.82% approval of 2024 vote for 2023 NEO compensation .
Company Performance Context
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($) | $1,126,166,000* | $1,541,153,000* | $1,573,627,000* | $1,628,876,000* | $1,838,154,000* |
| EBITDA ($) | $356,502,000* | $718,320,000* | $722,028,000* | $723,200,000* | $762,508,000* |
Values retrieved from S&P Global.
Notes: Compensation Committee references Adjusted EBITDA, revenue, and operating income when making pay decisions; it does not disclose specific weights or targets .
Investment Implications
- Alignment and retention: Large, multi-year time-based options and RS grants with back-weighted vesting (options cliff starting year 2; RS 50%/50% in years 3 and 4) create strong retention incentives; significant unvested equity (including 2024 RS and multi-year option tranches) aligns Cootey’s interests with long-term performance .
- Monetization history: Substantial option exercises and RS vesting in 2023–2024 ($4.43m option value realized in 2024; $5.96m in 2023) indicate periodic monetization; watch vesting/exercise dates for potential selling pressure around February–March windows (2/10, 2/16, 2/18, 3/18) .
- Pay-for-performance structure: Annual bonuses are discretionary with no disclosed formula; committee considers Adjusted EBITDA, revenue, and operating income—less mechanical pay linkage than peers, but equity mix and stock ownership guidelines (3x salary) support alignment; absence of pensions and clawback adoption are governance positives .
- Change-in-control economics: Cash severance set at ~1x salary + target bonus (no tax gross-ups disclosed) plus equity acceleration; hypothetical CIC payout for Cootey totals ~$5.73m, driven largely by equity—moderate shareholder cost relative to equity-rich pay mix .
- Ownership and pledging: Beneficial ownership rose to 783,656 shares by 2025 with 523,388 options exercisable in 60 days; no pledging disclosed for Cootey; company prohibits hedging/short sales and requires pre-clearance—reduces hedging/pledging misalignment risk .