Craig Billings
WYNN RESORTSAbout Craig Billings
Craig S. Billings is Chief Executive Officer of Wynn Resorts (since Feb 1, 2022), and a director of the Company and Executive Director/CEO of Wynn Macau, Limited; he previously served as CFO of Wynn Resorts, with prior roles at Aristocrat (Chief Digital Officer), Goldman Sachs (investment banking VP, gaming coverage), and Deloitte; he holds a BS in Accounting (UNLV) and an MBA (Columbia), and is a CPA (inactive) . Age: 52 . Under his leadership in 2024, Wynn delivered record Las Vegas Adjusted Property EBITDAR of $946.8M, Macau Adjusted Property EBITDAR of $1,175.6M (+23.2% YoY), repaid $1.2B of debt (~$69M interest savings), maintained a $0.25 quarterly dividend, and repurchased $386M of stock (~4% of shares) . Company TSR since the 2002 IPO averages ~12% annually (above S&P 500 ~11% and in line with S&P Consumer Discretionary ~12%); management emphasizes “fair share” revenue/EBITDAR outperformance and absolute TSR in incentive design .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Wynn Resorts | CFO; President; CEO of Wynn Interactive | 2017–2022 (CFO/President), CEO WYNN since 2022 | Led finance and digital initiatives; elevated to CEO; drives premium positioning and new projects (UAE, NYC) . |
| Aristocrat Leisure | Chief Digital Officer; MD Strategy & BD | 2012–2015 | Led digital/growth initiatives at leading gaming supplier . |
| NYX Gaming Group | Director; Non-Executive Chair | 2015–2018 | Governance and strategic oversight in regulated sports betting . |
| Goldman Sachs | VP, Investment Banking (Gaming) | Prior | Financing/M&A coverage of gaming industry . |
| Deloitte | Audit & assurance manager | Prior | Accounting/controls foundation . |
External Roles
| Organization | Role | Years | Details |
|---|---|---|---|
| Wynn Macau, Limited | Executive Director; CEO | Current | Majority-owned subsidiary; executive leadership . |
| AppLovin Corporation | Director; Chair of Compensation Committee | Current | Public board and comp leadership at AI-driven adtech firm . |
| US-China Business Council | Board member | Since 2022 | Geopolitical exposure/insight . |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base salary ($) | 1,900,962 | 2,000,000 | CEO base rate; increases reflect scope/performance . |
| Target annual bonus (% of base) | — | 250% | Per employment contract (as of 12/31/24) . |
| Annual equity opportunity (% of base) | — | 410% | Per employment contract (as of 12/31/24) . |
Multi-year CEO summary compensation:
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 1,752,115 | 1,900,962 | 2,000,000 . |
| Stock awards (grant-date FV) | 8,575,772 | 11,483,057 | 11,213,595 . |
| Non-equity incentive (cash) | 1,825,715 | 2,750,000 | 2,687,500 . |
| Options | 49,977 | — | — . |
| All other compensation | 25,508 | 18,615 | 30,221 . |
| Total | 12,229,087 | 16,152,634 | 15,931,316 . |
Perquisites/other: executive life/medical insurance ($13,520), nonresident state tax reimbursement tied to business travel ($6,351), and 401(k) match ($10,350) in 2024; company does not provide aircraft tax gross-ups .
Performance Compensation
2024 annual incentive design and outcomes:
- Design: Six metrics, 60% property EBITDAR (NA/Macau), 20% market share (Las Vegas/Macau), 10% Wynn Las Vegas Forbes Five-Star, 10% UAE Al Marjan construction milestone; 50% of payout delivered in fully vested stock (subject to ownership guidelines) and 50% in cash .
- Outcome: Aggregate payout 107.5% of target; CEO earned 268.75% of salary (split 50/50 cash/stock) consistent with 250% target and formulaic outcome .
| Metric | Weight | Threshold | Target | Max | Actual | Outcome |
|---|---|---|---|---|---|---|
| North America Adjusted Property EBITDAR | 30% | 1,035,000 | 1,080,000 | 1,165,000 | 1,193,890 | Maximum . |
| Macau Adjusted Property EBITDAR | 30% | 1,100,000 | 1,175,000 | 1,378,000 | 1,175,562 | Target . |
| Wynn Las Vegas GGR market share | 10% | 11.75% | 12.25% | 13.00% | 13.3% | Maximum . |
| Macau GGR market share | 10% | 13.25% | 14.00% | 14.50% | 13.9% | Threshold . |
| Wynn Las Vegas Forbes Five-Star | 10% | — | Achieve | — | Achieved | Target . |
| Al Marjan design/development milestone | 10% | — | Achieve | — | Achieved | Target . |
Long-term incentives (2024 grants):
- Mix: 55% performance-based (30% Las Vegas revenue/EBITDAR “fair share” over 1/2/3 years; 25% 3-year absolute TSR PSUs), 45% time-based RS (3-year ratable vest) .
- TSR PSU payout curve (0–160%) based on 3-year absolute TSR measured with 60-day VWAP windows; threshold at -25% (60%), target at +25% (100%), max at ≥100% (160%) .
- Equity grant detail (2024): 25,825 perf RS (fair share), 21,521 PSUs (absolute TSR), 38,737 time-based RS; aggregate grant-date FV ≈ $8.53M .
Key vesting schedules:
- Time-based RS (38,737): vests ratably Jan 9, 2025/2026/2027 .
- Perf RS (25,825): vests ratably Feb 28, 2025/2026/2027, subject to Las Vegas revenue/EBITDAR fair-share targets .
- PSUs (21,521): cliff on Jan 1, 2027 subject to absolute TSR metric .
Fair-share award vesting history: 2021–2023 (vested in 2024) and 2022–2024 (vested in 2025) tranches all met targets (Las Vegas revenue/EBITDAR fair share ≥ thresholds) .
2024 vesting/exercises (liquidity considerations):
- Shares vested in 2024: 71,503 (value realized $6.74M); options exercised: 10,902 (value realized $0.54M) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 360,198 shares; includes 138,549 unvested restricted shares and 60,000 held via family trust; less than 1% of shares outstanding . |
| Outstanding equity at 12/31/24 | Unvested RS positions across multiple grants; PSUs scheduled for 2026/2027; detailed quantities and vesting in outstanding awards table . |
| Options | No new Company options; holds 3,650 vested options to purchase shares of Wynn Interactive Ltd at $78.62, expiring 12/11/2030 . |
| Ownership guidelines | CEO: 6x base salary; all directors/NEOs currently satisfy requirements . |
| Hedging/pledging | Prohibited from hedging, shorting, and prospective pledging/margin accounts without Board approval (policy prohibits prospective pledging) . |
| Dividends/holding | Annual incentive equity is fully vested upon grant but remains subject to stock ownership guidelines . |
Employment Terms
| Term | Contract Detail |
|---|---|
| Contract through | June 1, 2027 . |
| Base/bonus/LTI | Base $2.0M; target bonus 250% of base; annual equity 410% of base (policy targets 50th percentile vs peer group) . |
| Severance (no cause / Co. material breach) | Lump sum “Separation Payment”: (a) remaining-term base salary (≥18 months) + (b) projected bonuses through term (≥ last bonus) + (c) accrued vacation; pro rata vesting of unvested equity; health benefits for remainder of term (≥18 months) plus 12 months thereafter . |
| Change-in-control | Double-trigger: termination by executive for “good reason” post-CoC yields Separation Payment; all unvested restricted stock and PSUs vest in full . |
| Retirement Plan | On retirement, equity continues to vest on schedule; pro-rata prior-year bonus; company-paid COBRA 18 months then reimbursement during restricted period; plan amended Feb 2025 (age+service threshold lowered to 60; minimum service increased to 7 years); no pensions/SERP . |
| Clawback | Incentive pay subject to 3-year clawback upon financial restatement . |
| Tax gross-ups | No excise tax gross-ups in current contracts; no aircraft usage tax gross-ups . |
Potential payments table (12/31/24 assumptions):
| Scenario | Base salary | Bonus | Equity acceleration | Life insurance | Benefits |
|---|---|---|---|---|---|
| Death/Disability | Amounts earned/unpaid | — | 15,266,399 | 2,000,000 | — . |
| Termination w/o cause or Co. material breach | 4,832,877 | 10,750,000 | 7,167,940 | — | 56,644 . |
| Good reason after CoC | 4,832,877 | 10,750,000 | 15,266,399 | — | 56,644 . |
| Retirement plan | — | — | — | — | — (not eligible as of 12/31/24; eligible following Feb 2025) . |
Board Governance (Director Service)
- Director since Feb 2022; nominated for re-election (Class II) at 2025 Annual Meeting; Board uses an independent Chair (Philip Satre) by bylaw, separating Chair/CEO roles; 8 of 9 directors are independent, and all standing committees (Audit, Compensation, Nominating/Governance) are fully independent .
- Committee roles: As CEO, Billings is not a member of the standing committees (all composed of independent directors) .
- Attendance: Board met 8x in 2024; each director attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Dual-role implications: CEO+Director structure mitigated by independent Chair, fully independent committees, majority-independent board, and robust compliance oversight (separate independent Compliance Committee with Board ex officio participation) .
Additional Compensation Program Features (Alignment and Risk)
- Pay mix emphasizes at-risk and equity: approx. 85% of total direct NEO compensation at-risk; annual incentives 100% performance-based; at least 55% of LTI performance-conditioned; CEO/CFO PSUs tied to 3-year absolute TSR; negative discretion retained .
- Annual incentive metrics emphasize property EBITDAR, market share, Forbes Five-Star, and key project milestones; long-term “fair share” metrics aim to prevent windfall payouts from market tailwinds .
- Peer group and benchmarking: 15-company peer set across gaming, hospitality, and lifestyle categories; target total comp ~50th percentile (examples include LVS, MGM, Caesars, Hilton, Marriott, Hyatt, Royal Caribbean, Norwegian) .
- No stock options since FY2022; no option repricings disclosed .
Performance & Track Record Under Billings
| Area | 2024 Highlights |
|---|---|
| Las Vegas | Record Adjusted Property EBITDAR: $946.8M . |
| Macau | Adjusted Property EBITDAR: $1,175.6M; +23.2% YoY . |
| Balance sheet | Net debt repaid $1.2B (annual interest savings ~$69M); refinanced remaining 2025 maturities; liquidity $3.5B; lease-adjusted net leverage ~4.2x at 12/31/24 . |
| Capital return | Dividend $0.25/qtr; buybacks $386M (~4.35M shares; ~4% of outstanding) . |
| Growth pipeline | UAE Al Marjan to 38th floor; continued pursuit of NYC downstate license; announced acquisition of Crown London (Aspinalls) Jan 2025 . |
| Brand/awards | 19 Forbes Five-Star awards (most among independent hotel companies); 17th year on Fortune Most Admired Companies . |
Related Party/Red Flags
- Hedging/pledging prohibited for directors/executives; share ownership guidelines in force and currently met by all NEOs/directors .
- No excise tax gross-ups; aircraft personal use requires reimbursement; imputed income treated without gross-ups .
- Related party context: Cooperation agreement with Elaine P. Wynn; one family employment disclosure (not related to Billings); transactions reviewed under related party policy .
Equity Ownership & Vesting Detail (Billings)
| Category | Quantity | Key dates/terms |
|---|---|---|
| Unvested time-based RS | 38,737 | Vests ratably Jan 9, 2025/2026/2027 . |
| Unvested performance RS (fair share) | 25,825 | Vests ratably Feb 28, 2025/2026/2027 subject to LV fair-share goals . |
| PSUs (absolute TSR) | 20,916 (2026) / 21,521 (2027) targets | 2026 and 2027 vestings, 60–160% payout curve . |
| 2024 vesting/exercise | 71,503 shares vested; 10,902 options exercised | Value realized $6.74M and $0.54M, respectively . |
| Total beneficial ownership | 360,198 shares (<1%); includes 138,549 unvested RS; 60,000 via trust | As of Mar 5, 2025 . |
Say-on-Pay & Shareholder Feedback
- Annual Say-on-Pay vote conducted; Board reviews results annually; independent directors and management engaged with holders of ~59% of outstanding shares in 2024, with substantive discussions representing ~40% of outstanding shares .
Compensation Committee & Peer Group Controls
- Compensation Committee comprised solely of independent directors; uses independent consultant Radford (no other services; determined independent) .
- Peer group (15 companies) used for benchmarking; WYNN targets median (50th percentile) .
Investment Implications
- Alignment: Strong pay-for-performance design with rigorous property EBITDAR, market-share metrics, and absolute TSR PSUs; robust clawback and ownership/anti-hedging policies reduce agency risk .
- Near-term selling pressure: Scheduled vesting (2025–2027) and annual incentive equity grants could create periodic supply, though CEO is subject to stringent ownership guidelines and hedging/pledging prohibitions; 2024 vesting volumes were meaningful (71.5K shares) .
- Retention: Multi-year contract (through 2027), sizable performance-conditioned equity, and double-trigger CoC protection; Retirement Plan continues vesting post-retirement (once eligible), reducing abrupt departure incentives while ensuring orderly transitions .
- Execution: Record EBITDAR in Las Vegas, strong Macau growth, deleveraging, and active capital returns under Billings’ tenure underscore operating discipline; key upside optionality from UAE Al Marjan and potential NYC license .
- Governance: CEO is not Board Chair and sits on no committees; independent Chair and fully independent committees mitigate dual-role concerns; board refresh and compliance infrastructure appear strong .