Patricia Mulroy
WYNN RESORTSAbout Patricia Mulroy
Patricia Mulroy (age 72) has served on Wynn Resorts’ Board since October 2015 and is currently Chair of the Nominating and Corporate Governance Committee and a member of the Audit Committee; she also serves ex officio on Wynn’s independent Compliance Committee, reflecting deep regulatory and governance expertise . Her background includes leadership of Southern Nevada’s water infrastructure, service on the Nevada Gaming Commission, and policy work on climate adaptation; she is classified as independent under Nasdaq rules and meets heightened Audit Committee independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nevada Gaming Commission | Commissioner | Jul 2014 – Oct 2015 | State regulatory oversight relevant to gaming compliance |
| Southern Nevada Water Authority | Chief Executive | 1993 – 2014 | Managed major construction projects ensuring water infrastructure reliability |
| Las Vegas Valley Water District | Chief Executive | 1989 – 2014 | Led regional water management serving residents and visitors |
| State of Nevada (Colorado River) | Nevada’s representative | 1995 – 2014 | Negotiated interstate agreements and treaty modifications on water policy |
External Roles
| Organization | Role | Tenure | Focus |
|---|---|---|---|
| UNLV William S. Boyd School of Law (Saltman Center) | Non-Resident Senior Fellow; Practitioner in Residence | Current | Climate adaptation, conflict resolution |
| Brookings Institution | Non-Resident Senior Fellow | Prior | Public policy research |
| World Economic Forum | Water Advisor; former Global Agenda Council member | Current/Prior | Geopolitical water policy and sustainability |
| Consulting Firm (water matters) | Principal | Current | Advises corporate and government clients on water strategies |
Board Governance
- Independence and attendance: Independent director; met heightened Audit Committee independence standards; attended at least 75% of Board and applicable committee meetings in 2024 and attended the May 2, 2024 annual meeting .
- Committee assignments:
- Audit Committee member (committee met 8 times in 2024)
- Nominating and Corporate Governance Committee Chair (committee met 4 times in 2024)
- Compliance Committee ex officio member alongside the Board Chair; the Compliance Committee is fully independent and subject to Nevada and Massachusetts gaming regulators .
Fixed Compensation
| Component | Policy Detail | 2024 Amount (USD) |
|---|---|---|
| Board member annual retainer | $100,000 cash for non-employee directors | Included in cash total |
| Audit Committee membership fee | $1,250 per month ($15,000 per year) | Included in cash total |
| Nominating & Corporate Governance Committee chair fee | $2,000 per month ($24,000 per year) | Included in cash total |
| Compliance Committee ex officio annual retainer | $75,000 per year | Included in cash total |
| Equity retainer (Restricted Stock) | $250,000 grant; vests 100% on first anniversary | $250,000 (grant date fair value) |
| 2024 fees earned (cash) | Aggregate of board/committee/compliance cash fees | $214,000 |
| 2024 total director compensation | Cash plus equity | $464,000 |
| Perquisites | Complimentary room, food & beverage; reimbursement of expenses | Policy disclosed (no additional cash) |
| Options granted (2024) | Company is not in practice of granting options currently | None (see legacy holdings below) |
Performance Compensation
Non-employee directors do not receive performance-based bonuses; equity is time-based restricted stock, not PSUs/options.
| Equity Award | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Restricted Stock (annual) | May 7, 2024 | 2,696 shares; $250,000 fair value | 100% vest on first anniversary | Annual director grant |
| Legacy options (held) | Prior grants | 6,700 vested option awards as of 12/31/24 | Vested; no new grants in 2024 | Company generally not granting options since FY2022 |
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlock/Conflict |
|---|---|---|---|
| Bowman Consulting, Inc. | Director | Not disclosed | Engineering consulting; no related-party transactions disclosed with Wynn |
Expertise & Qualifications
- Regulated industry and public policy: Service on Nevada Gaming Commission; extensive government leadership experience .
- Environmental and sustainability: Acknowledged expert advising governments and corporations on climate-related adaptation strategies .
- Real estate and project construction: Managed large-scale infrastructure builds at Southern Nevada Water Authority .
- Geopolitical affairs: Ongoing advisory role to World Economic Forum on water issues .
- Outside public boards: Governance experience via Bowman Consulting board service .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 5, 2025) | 15,085 Wynn Resorts shares; less than 1% of outstanding shares |
| Unvested restricted stock (as of Dec 31, 2024) | 2,696 shares from May 7, 2024 grant |
| Options (as of Dec 31, 2024) | 6,700 vested option awards |
| Hedging/pledging | Prohibited for directors by Trading Policy |
| Ownership guidelines | Directors must hold 3x annual retainer; all directors currently meet requirements |
Governance Assessment
- Strengths:
- Independent director with heightened Audit Committee independence and governance leadership as Nominating & Corporate Governance Chair; active compliance oversight via ex officio role, aligning with investor expectations in regulated gaming .
- Strong attendance and engagement; attended annual meeting and at least 75% of meetings; committee service spans governance, audit, and compliance risk domains .
- Clear alignment mechanisms: time-based equity retainer; prohibition on hedging/pledging; ownership guideline compliance .
- Potential risk/monitor items:
- External consulting in water policy: while valuable expertise for Las Vegas operations, proxy discloses no related-party transactions; ongoing monitoring appropriate if Wynn engages water-related vendors linked to her advisory activities .
- Legacy option holdings exist; company has not been granting new options to directors recently (reducing repricing risk) .
No director-specific related-party transactions, tax gross-ups, or hedging/pledging exposures are disclosed; director compensation is primarily retainer plus annual restricted stock, with no performance bonus features—supportive of board independence and alignment .