Anthony Sanfilippo
WYNN RESORTSAbout Anthony M. Sanfilippo
Anthony M. Sanfilippo (age 66) is a nominee for Class II director at Wynn Resorts with a term expiring at the 2028 Annual Meeting if elected; the Board has determined he qualifies as an independent director under Nasdaq standards. He co-founded Sorelle Capital and Sorelle Hospitality, and previously served as Chairman and CEO of Pinnacle Entertainment (2010–2018), President and CEO of Multimedia Games (2008–2010), and held senior roles at Harrah’s Entertainment; he attended the University of Texas at Austin and the Stanford Executive Program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pinnacle Entertainment, Inc. | Chairman & CEO | 2010–2018 | Led strategic transactions culminating in sale to Penn Entertainment; operated 16 casinos across 10 states |
| Multimedia Games, Inc. | President & CEO | 2008–2010 | Led public gaming technology supplier; executive leadership experience |
| Harrah’s Entertainment, Inc. (incl. Harrah’s New Orleans) | Various roles incl. President & COO | N/D (prior to 2008) | Operational leadership in gaming hospitality |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sorelle Capital | Co-Founder | Ongoing | Family office investing in hospitality and real estate development |
| Sorelle Hospitality | Managing Partner | Ongoing | Owns/operates hospitality businesses (based in Nashville, TN) |
| Papa Johns International, Inc. | Director (prior) | N/D | Corporate governance experience; outside public board service |
| Tivity Health, Inc. | Director (prior) | N/D | Corporate governance experience |
| Jazz Casino Corporation | Director (prior) | N/D | Industry board experience |
Board Governance
- Election and tenure: Nominated for election as a Class II director at the April 30, 2025 Annual Meeting; term through 2028 if elected .
- Independence: Board affirmed Mr. Sanfilippo qualifies as independent under Nasdaq listing standards; all 2024 directors except the CEO were independent .
- Committees: Wynn has three standing committees (all independent): Audit (Chair: Winifred M. Webb; financial experts designated), Compensation (Chair: Betsy S. Atkins), and Nominating & Corporate Governance (Chair: Patricia Mulroy). Mr. Sanfilippo’s committee assignments will be set post-election .
- Attendance: In 2024 the Board met 8x; Audit 8x; Compensation 6x; Nominating 4x; each then-serving director attended ≥75% of meetings. Not applicable to Mr. Sanfilippo for 2024 (not yet serving) .
- Governance processes: Annual board/committee self-evaluations; limits of ≤4 other public boards; disclosure and recusal expectations for conflicts .
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Board Member Annual Cash Retainer | $100,000 |
| Board Chair Annual Cash Retainer | $200,000 |
| Audit Committee – Member Fee | $1,250 per month |
| Audit Committee – Chair Fee | $3,000 per month |
| Compensation Committee – Member Fee | $1,000 per month |
| Compensation Committee – Chair Fee | $2,000 per month |
| Nominating & Corporate Governance – Member Fee | $1,000 per month |
| Nominating & Corporate Governance – Chair Fee | $2,000 per month |
| Compliance Committee (ex officio) Retainer | $75,000 per year; Audit Chair receives $1,500/$2,500 per telephonic/in-person meeting |
| Perquisites | Complimentary room/food/beverage; reimbursement of out-of-pocket expenses for meetings/events |
Notes: Mr. Sanfilippo was not a director in 2024; amounts shown reflect Wynn’s standard non-employee director pay framework.
Performance Compensation
| Equity Component | Grant Date | Shares | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual Restricted Stock (2024 precedent) | May 7, 2024 | 2,696 | $250,000 | 100% on first anniversary of grant date |
- Wynn does not provide non-equity incentive plan awards, deferred compensation, or retirement plans to non-employee directors; equity is time-vested RS (no PSU/option program for directors, with legacy options only for an existing director) .
Other Directorships & Interlocks
| Company | Current/Prior | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Papa Johns International, Inc. | Prior | Director | No related-party transactions with Wynn disclosed |
| Tivity Health, Inc. | Prior | Director | No related-party transactions with Wynn disclosed |
| Jazz Casino Corporation | Prior | Director | No related-party transactions with Wynn disclosed |
- Wynn’s related-party transaction policy requires Audit Committee review/approval and director recusal for potential conflicts; 2024–2025 related-party disclosures list no transactions involving Mr. Sanfilippo .
Expertise & Qualifications
- Gaming/hospitality: 35+ years in gaming hospitality including CEO roles; led Pinnacle’s strategic transactions and sale to Penn Entertainment .
- Executive leadership: CEO experience at Pinnacle and Multimedia Games; prior division president role at Harrah’s .
- Real estate/development: Co-founded Sorelle Capital focusing in part on real estate projects; relevant to Wynn’s development oversight .
- Outside board experience: Service on boards at Papa Johns, Tivity Health, and Jazz Casino Corporation .
- Skills matrix: Listed expertise in regulated industry, travel/leisure/hospitality, executive leadership, outside public boards, and real estate/project construction; not designated as an Audit Committee financial expert .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Anthony M. Sanfilippo | – | <1% | As of March 5, 2025 beneficial ownership table shows no shares for Sanfilippo; total shares outstanding 106,167,328 . |
- Director stock ownership guidelines: Non-employee directors must hold 3× annual retainer within five years of election; vested options and restricted stock count toward compliance. The proxy indicates directors and NEOs currently satisfy requirements; as a new nominee, Mr. Sanfilippo would have five years to comply upon election .
Governance Assessment
- Strengths: Deep, relevant domain expertise in gaming operations and strategy; proven CEO-level leadership; independence affirmed under Nasdaq standards; supports Board’s stated aim of adding “deep gaming experience” amid global growth initiatives .
- Alignment and incentives: Wynn’s director pay mix is balanced with modest cash retainers plus time-based restricted stock ($250k grant; one-year vest), and 3× retainer ownership guideline, fostering long-term alignment; no performance-based cash plans for directors reduce short-term bias .
- Engagement/board effectiveness: Board maintains annual evaluations, structured committee oversight, and limits on outside boards (≤4 other public boards), mitigating overboarding risk; attendance thresholds and annual meeting participation are emphasized, though N/A for Sanfilippo for 2024 .
- Conflicts and related-party risk: No related-party transactions involving Sanfilippo disclosed; policy requires Audit Committee vetting and recusal for conflicts. His hospitality affiliations (Sorelle entities) warrant monitoring for transactions with Wynn, but none are reported .
RED FLAGS to monitor
- Zero ownership at nomination suggests initial alignment will depend on grant and guideline compliance; track Form 3/4 filings post-election and ownership guideline progress .
- Committee assignment unknown at nomination; monitor eventual placement (e.g., Compensation Committee) for potential influence on pay-setting and strategic oversight .
- Any future related-party transactions with hospitality/real estate ventures (Sorelle) would require scrutiny; current disclosures show none .