Darnell Strom
WYNN RESORTSAbout Darnell Strom
Independent director of Wynn Resorts since October 2020; age 43. Partner & Head of the Culture and Leadership Division at United Talent Agency (UTA), with prior roles at Creative Artists Agency, the William J. Clinton Foundation, and the Office of President Bill Clinton. He holds a B.S. (with honors) from Florida A&M University. Board committees: Compensation and Nominating & Corporate Governance; independence affirmed by the Board under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Talent Agency (UTA) | Partner & Head of Culture and Leadership Division | Current | Represents transformative talent; cross-industry expertise in entertainment/media/sports/fashion/arts/branding |
| Creative Artists Agency | Agent | 2012–2019 | Entertainment representation |
| Creative Artists Agency Foundation | Executive | 2010–2012 | Advised NGOs/clients on philanthropy/social initiatives |
| William J. Clinton Foundation | Deputy Director of Development | 2006–2010 | Global nonprofit fundraising/development |
| Office of President William J. Clinton | Deputy Director of Scheduling & Advance | 2005–2006 | Government liaison; geopolitical exposure |
External Roles
| Organization | Role/Engagement | Year(s) | Notes |
|---|---|---|---|
| President Obama’s White House | Entertainment Council member | Not specified | Policy/cultural advisory engagement |
| Aspen Ideas Festival | Presenter | Not specified | Public thought leadership |
| Sundance Film Festival | Presenter | Not specified | Public thought leadership |
| Brilliant Minds | Presenter | Not specified | Public thought leadership |
| Cannes Lions Creativity Festival | Presenter | Not specified | Public thought leadership |
| UN’s Nexus Global Youth Summit | Presenter | Not specified | Public thought leadership |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; meets heightened independence for Compensation Committee under Exchange Act Rule 10C-1 and Nasdaq |
| Committee assignments (2024) | Compensation Committee (member); Nominating & Corporate Governance Committee (member) |
| Committee meeting counts (2024) | Audit 8; Compensation 6; Nominating & Corporate Governance 4 |
| Attendance & engagement | All directors attended May 2, 2024 annual meeting; each director attended ≥75% of Board and committee meetings on which they served during 2024 |
| Interlocks | Compensation Committee disclosed no interlocking relationships; 2024 members included Atkins (Chair), Byrne, Myers, Strom |
| Governance guardrails | Prohibition on hedging/pledging for directors/executives; independent Compliance Committee oversight |
Fixed Compensation
| Component | Structure/Details | Amount ($) |
|---|---|---|
| Board retainer (member) | Annual cash retainer | $100,000 |
| Committee fees | Compensation Committee member $1,000/month; Nominating & Corporate Governance member $1,000/month | $24,000 (12 months combined) |
| Total cash fees (2024 actual) | Aggregates retainer + committee fees | $124,000 |
| Equity grant (2024) | Restricted stock equal to $250,000; vests 100% on first anniversary of grant date | $250,000 |
| 2024 stock grant specifics | 2,696 restricted shares granted May 7, 2024; 2,696 unvested as of Dec 31, 2024 | Shares: 2,696; Fair value: $250,000 |
Performance Compensation
Directors receive time-based restricted stock (no performance conditions). Performance metrics below reflect 2024 annual incentive goals for executives overseen by the Compensation Committee (relevant to Strom’s committee role).
| Metric | Weight | Threshold | Target | Maximum | Actual | Outcome |
|---|---|---|---|---|---|---|
| North America Adjusted Property EBITDAR ($000s) | 30% | $1,035,000 | $1,080,000 | $1,165,000 | $1,193,890 | Maximum |
| Macau Adjusted Property EBITDAR ($000s) | 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 |
| Forbes Five-Star (Wynn Las Vegas) | 10% | — | Achievement | — | Achieved | Target |
| Wynn Al Marjan Island construction milestone | 10% | — | Achievement | — | Achieved | Target |
| 2024 annual incentive payout | — | — | — | — | 107.5% of target for NEOs | Committee-approved |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | Strom’s biography lists industry/external engagements but no other current public company directorships |
| Interlocks | — | — | No compensation committee interlocks disclosed (Company-wide) |
Expertise & Qualifications
- Travel, leisure, hospitality & entertainment; cross-industry brand and cultural expertise; presentations at leading forums; White House engagement .
- Geopolitical affairs exposure through roles with President Clinton and Clinton Foundation .
- Environmental & sustainability advisory experience through philanthropic strategy work .
- Recognized in 2024 Board Prospects “100 Black Board Members Making a Difference” list .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Darnell O. Strom | 13,941 | <1% | Includes 2,696 unvested restricted shares |
| Ownership guidelines | Directors: 3x annual retainer; compliance status | — | Company states all directors meet requirements |
Insider Trades (Form 4)
| Date (Filing/Period) | Type | Shares | Price | Note |
|---|---|---|---|---|
| May 3, 2024 (Period: May 2, 2024) | Form 4 filed for director stock award | — | — | SEC EDGAR index; director grants customarily around annual meeting |
| May 7, 2024 (Grant date) | Restricted stock grant | 2,696 | — | Non-employee director grant; fair value $250,000; vests 100% after one year |
| Apr 30, 2025 (Filing) | Form 4 | — | — | Reported changes in beneficial ownership; typical annual grant timing |
Note: Share counts for 2025 grant not disclosed in the DEF 14A; see linked SEC Form 4 for specific transaction details.
Director Compensation (2024)
| Item | Cash ($) | Stock ($) | Options ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| Darnell O. Strom | 124,000 | 250,000 | — | — | 374,000 |
Related Party Transactions & Conflicts (Company-wide policies and disclosures)
- Audit Committee reviews/approves related party transactions; pre-approved categories defined; all other transactions require Audit Committee approval .
- Prohibition on hedging/pledging Company securities for directors/executives (unless Board-approved); directors receive complimentary rooms/food and beverage privileges; no tax gross-ups for aircraft usage; no indication Strom used Company aircraft in 2024 .
- No compensation committee interlocks; director independence affirmed; any potential conflicts require recusal under Code of Conduct .
Governance Assessment
- Board effectiveness: Strom adds consumer/brand/entertainment expertise to a highly regulated, hospitality-focused board; sits on Compensation and Nominating & Governance committees, supporting talent strategy and board composition oversight .
- Independence & engagement: Independence confirmed; all directors attended 2024 annual meeting and met ≥75% attendance expectation; committee workload reasonable (6 Comp, 4 N&G meetings) .
- Pay and alignment: Director pay mix balanced (cash retainer + time-based equity); ownership guidelines at 3x retainer and compliance confirmed; no hedging/pledging allowed—positive alignment signals .
- Conflicts/RED FLAGS: No related-party transactions disclosed involving Strom; no committee interlocks; no aircraft or perquisite red flags tied to Strom; no hedging/pledging permitted—no apparent governance red flags from disclosures .
- Compensation committee rigor: Use of independent consultant (Radford), clear executive performance metrics tied to EBITDAR, market share, service quality, and project milestones; 2024 annual incentive paid at 107.5% based on outcomes—demonstrates pay-for-performance oversight in Strom’s committee purview .