Betsy Atkins
WYNN RESORTSAbout Betsy S. Atkins
Betsy S. Atkins, age 71, is an independent director of Wynn Resorts and has served on the Board since April 2018; her current term expires at the 2027 Annual Meeting. She is Chief Executive Officer and Founder of Baja Corporation, an independent venture capital firm she has led since 1994; she holds a B.A. from the University of Massachusetts. Atkins chairs the Compensation Committee and serves on the Nominating and Corporate Governance Committee, and the Board has determined she meets Nasdaq’s heightened independence standards for Compensation Committee members under Exchange Act Rule 10C‑1.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clear Standards | Chair & Chief Executive Officer | Feb 2009–Aug 2009 | Led sustainability software firm until acquisition by SAP AG. |
| NCI, Inc. | Chair & Chief Executive Officer | 1991–1993 | Executive leadership in technology. |
| Ascend Communications | Co‑founder; Director; EVP Sales, Marketing & International Ops | 1989–1999 | Helped scale operations; company later acquired by Lucent. |
| SAP AG | Chair, Executive Advisory Board (former) | Not disclosed | Executive advisory leadership. |
| British Telecom | Chair, Executive Advisory Board (former) | Not disclosed | Executive advisory leadership. |
| NASDAQ | Director (former) | Not disclosed | Board experience in regulated markets. |
| SL Green Realty Corp. | Director (former) | 2015–2024 | Real estate governance experience. |
External Roles
| Organization | Role | Start | Committees/Notes |
|---|---|---|---|
| SolarEdge Technologies, Inc. | Director | Jun 2021 | Current public directorship. |
| Enovix Corporation | Director | Jul 2021 | Current public directorship. |
| Rackspace Technology, Inc. | Director | Jun 2023 | Current public directorship. |
The Board’s Corporate Governance Guidelines limit service to no more than four other public company boards in addition to WYNN; the Nominating & Governance Committee annually assesses director time commitments. Atkins’ three current external public boards are within this policy.
Board Governance
- Independence: The Board determined that all non‑employee directors, including Atkins, were independent under Nasdaq standards in 2024; Atkins also meets heightened independence for Compensation Committee members under Rule 10C‑1.
- Committee assignments (2024): Compensation (Chair); Nominating & Corporate Governance (Member).
- Meeting attendance: In 2024, the Board met 8 times; Compensation Committee 6 times; Nominating & Corporate Governance Committee 4 times. Each director attended at least 75% of applicable meetings; all directors attended the May 2, 2024 annual meeting.
- Board structure: Independent Chair (Philip G. Satre); eight of nine directors independent as of the proxy date.
- Compensation Committee practices: Committee retained Radford (Aon) as independent compensation consultant in 2024; the Committee assessed consultant independence and found no conflicts.
- Shareholder engagement: In 2024, WYNN reached out to holders of ~59% of outstanding shares and held substantive discussions with holders of ~40%; directors may be designated to participate in engagement.
Committee Summary (2024)
| Committee | Role (Atkins) | Independence Standard | 2024 Meetings |
|---|---|---|---|
| Compensation | Chair | Rule 10C‑1 heightened independence (met) | 6 |
| Nominating & Corporate Governance | Member | Independent director | 4 |
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount/Terms | Source |
|---|---|---|
| Board member annual cash retainer | $100,000 | |
| Compensation Committee Chair fee | $2,000 per month ($24,000/yr) | |
| Nominating & Corporate Governance Committee member fee | $1,000 per month ($12,000/yr) | |
| Other fees/perquisites | Complimentary room, food & beverage; reimbursement of meeting expenses; no non‑equity incentive awards, deferred compensation, or retirement plans for non‑employee directors |
Atkins – 2024 Director Compensation (as reported)
| Metric | 2024 Amount |
|---|---|
| Fees earned or paid in cash | $136,000 |
| Stock awards (grant‑date fair value) | $250,000 |
| Option awards | $0 |
| All other compensation | $0 |
| Total | $386,000 |
Note: The 2024 director cash program (retainer plus committee fees) aligns with Atkins’ roles as Compensation Committee Chair and Nominating & Corporate Governance member.
Performance Compensation (Director Equity)
| Award Type | Grant Date | Shares | Grant‑Date Fair Value | Vesting | Unvested at 12/31/24 |
|---|---|---|---|---|---|
| Time‑based restricted stock | May 7, 2024 | 2,696 | $250,000 | 100% vests on first anniversary | 2,696 shares |
- Performance metrics: The proxy does not disclose performance conditions for director equity; annual director grants are time‑based restricted stock with 1‑year vesting.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | SolarEdge (since Jun 2021); Enovix (since Jul 2021); Rackspace Technology (since Jun 2023). |
| Prior public/other boards | Chico’s FAS; Ciber; Cognizant Technology Solutions; Darden Restaurants; HD Supply Holdings; Polycom; Schneider Electric; SL Green Realty; SunPower; Volvo Car Group; NASDAQ. |
| Interlocks/related‑party exposure | No material related‑party transactions disclosed involving Atkins. Related‑party policy requires Audit Committee review; list of 2024 related‑party transactions did not include Atkins. |
Expertise & Qualifications
- Executive leadership and operating experience (multiple CEO roles; scaling technology firms).
- Compensation, sustainability, and enterprise risk management expertise.
- Regulated industry exposure (NASDAQ board; PBGC advisory board).
- Cybersecurity & data privacy (CERT Certificate in Cyber‑Risk Oversight; investments via Baja Corp.).
- Real estate governance (SL Green Realty, 2015–2024).
- Travel/leisure industry experience (Darden Restaurants).
- Education: B.A., University of Massachusetts.
Equity Ownership
| Holder | Beneficial Ownership (Mar 5, 2025) | % of O/S | Notes |
|---|---|---|---|
| Betsy S. Atkins | 9,226 shares | <1% | Based on 106,167,328 shares outstanding; directors have voting power over restricted stock but cannot transfer until vesting. |
| Unvested restricted stock (as of 12/31/24) | 2,696 shares | — | For each non‑employee director from May 7, 2024 grant. |
- Ownership guidelines: Non‑employee directors must hold 3x annual retainer; all directors and NEOs currently satisfy the requirement.
- Hedging/pledging: Directors and executive officers are prohibited from hedging and from prospective pledging of Company stock; any pledging requires prior Board approval.
Say‑on‑Pay & Shareholder Feedback (context for Compensation Chair)
| Meeting | Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|---|
| 2025 Annual Meeting | Advisory vote on NEO compensation | 64,070,421 | 3,280,837 | 308,749 | 23,973,701 |
| 2024 Annual Meeting | Advisory vote on NEO compensation | 64,980,272 | 4,553,073 | 172,928 | 21,793,211 |
- Shareholder engagement: WYNN reached out to holders of ~59% of O/S and held substantive discussions with ~40% during 2024.
Governance Assessment
-
Positives
- Independent Compensation Committee led by Atkins; utilization of an independent consultant (Radford) with no identified conflicts; heightened independence standards met.
- Strong governance baseline: independent Board Chair; 8/9 directors independent; formal related‑party review policy; prohibition on hedging and prospective pledging.
- Attendance and engagement: all directors attended the 2024 annual meeting; each attended at least 75% of meetings in 2024; ongoing shareholder outreach.
- Director equity aligns incentives via annual restricted stock grant with ownership guidelines at 3x retainer; all directors meet guidelines.
- Investor support: Say‑on‑Pay received strong “For” vote counts in 2024 and 2025 while Atkins chaired Compensation.
-
RED FLAGS / Watch‑items
- Multiple outside boards increase time commitments; however, current roles (three public boards) remain within WYNN’s limit of four and are assessed annually by the Nominating & Governance Committee.
- No performance conditions on director equity (time‑based RS) may reduce pay‑for‑performance sensitivity at the director level, though ownership guidelines partially mitigate this.
-
Conflicts
- No material related‑party transactions disclosed involving Atkins; Code of Conduct requires disclosure and recusal where conflicts may arise.