Philip Satre
WYNN RESORTSAbout Philip G. Satre
Philip G. Satre, age 75, is the independent, non-executive Chair of the Board at Wynn Resorts, serving as Chair since November 2018 and as a director since August 2018. He holds a B.A. from Stanford University, a J.D. from the University of California, Davis, and completed the MIT Senior Executive Development Program (Fall 1982). Satre is a veteran gaming executive, former CEO and Chair of Harrah’s Entertainment, with deep regulatory, operational, finance, and governance credentials across gaming and other industries .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harrah’s Entertainment, Inc. | Various roles culminating as CEO and Chair | 1980–2005 | Led financing, acquisitions; built Harrah’s into a Fortune 500 company . |
| International Game Technology PLC (IGT) | Non-executive Chair | Not disclosed | Governance leadership in heavily regulated gaming equipment sector . |
| Nordstrom, Inc. | Director | Not disclosed | Corporate governance oversight . |
| NV Energy | Director | Not disclosed | Utility sector board experience . |
| Tabcorp Holdings Ltd. (Australia) | Director | Not disclosed | International gaming exposure . |
| Rite Aid Corporation | Director | Not disclosed | Retail and turnaround governance experience . |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| International Center for Responsible Gaming | President Emeritus | Current | Not-for-profit governance in responsible gaming . |
| The National World War II Museum | Trustee | Current | Museum stewardship . |
| National Automobile Museum – The Harrah Collection | Board member | Current | Cultural institution oversight . |
| Kenny Guinn Center for Policy Priorities | Co-Founder and Chair | Current | Public policy leadership . |
| Stanford Alumni Association | Board of Directors | Until Jun 2022 | Alumni governance . |
Board Governance
- Role: Independent, non-executive Chair; the separation of Chair/CEO is codified in bylaws and reaffirmed annually. Satre focuses on strategic oversight and engagement; the CEO manages operations .
- Independence: The Board affirmatively determined all non-employee directors were independent under Nasdaq standards; Satre qualifies and meets heightened audit committee independence (though is not designated an audit committee financial expert) .
- Committee assignments: Audit Committee member; Nominating and Corporate Governance Committee member; ex officio member of the independent Compliance Committee .
- Attendance: In 2024, the Board held 8 meetings; Audit 8; Compensation 6; Nominating 4. All directors attended at least 75% of Board and committee meetings and attended the May 2, 2024 annual meeting .
| Governance Element | Detail | Citation |
|---|---|---|
| Chair/CEO Structure | Independent Chair; roles separated by bylaws | |
| Independence | Independent under Nasdaq; audit committee independence met | |
| Committees | Audit (member); Nominating (member); Compliance (ex officio) | |
| 2024 Meetings | Board: 8; Audit: 8; Compensation: 6; Nominating: 4 | |
| Audit Financial Expert | Committee has two designated experts (Byrne, Webb); Satre not designated |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash fees | $302,000 | Includes $100,000 director retainer, $200,000 Chair retainer, plus committee/ex officio fees as applicable . |
| Equity (restricted stock) | $250,000 | 2,696 shares granted May 7, 2024; vests 100% on first anniversary . |
| Options | $0 | Company generally does not grant options to directors . |
| All other compensation | $0 | Standard travel/lodging privileges disclosed for directors . |
| Compliance Committee ex officio retainer | $75,000 | Paid to ex officio directors serving on Compliance Committee . |
Director fee schedule:
- Board: Member annual retainer $100,000; Chair annual retainer $200,000; annual restricted stock grant valued at $250,000 (100% vest after one year) .
- Audit: Member $1,250/month; Chair $3,000/month; Audit Chair receives Compliance Committee meeting attendance fees ($1,500 telephonic/$2,500 in-person) .
- Compensation/Nominating: Member $1,000/month; Chair $2,000/month .
Performance Compensation
- Non-employee directors do not receive performance-based bonuses or PSUs; equity grants are time-based restricted stock with one-year vesting; no non-equity incentives or deferred comp/retirement plans for directors .
- Hedging/pledging: Directors prohibited from hedging or pledging Wynn securities (including margin accounts), unless Board-approved; reinforces alignment and risk controls .
Other Directorships & Interlocks
| Type | Company | Status | Detail |
|---|---|---|---|
| Current public boards | None disclosed | — | Biography lists prior public boards; current roles are primarily not-for-profit . |
| Prior public boards | Harrah’s, IGT, Nordstrom, NV Energy, Tabcorp, Rite Aid | Past | Governance experience across gaming, retail, utilities, and international markets . |
| Compensation committee interlocks | None | 2024 | No interlocking relationships with other companies’ boards/comp committees . |
Expertise & Qualifications
- Gaming/regulatory, hospitality/entertainment, executive leadership, outside public boards, finance & accounting, and real estate/development (per Board skills matrix and biography) .
- Not designated an Audit Committee financial expert (committee experts: Byrne and Webb) .
Equity Ownership
| Ownership Element | Amount |
|---|---|
| Beneficial ownership (shares) | 55,484 |
| Ownership % of O/S | <1% (star designation in proxy table) |
| Unvested restricted stock | 2,696 shares |
| Indirect holdings | 34,195 shares via family trust |
| Ownership guidelines | Directors must hold ≥3x annual retainer; all directors currently satisfy |
| Pledging/Hedging | Prohibited absent Board approval |
Governance Assessment
- Strengths: Independent Chair with deep industry experience; robust committee coverage (Audit, Nominating, Compliance ex officio); strong independence determinations; disciplined director compensation structure with meaningful equity; strict trading policy (no hedging/pledging) and director ownership guidelines met; solid attendance .
- Shareholder engagement: Board-led outreach to holders of ~59% of O/S, with substantive discussions covering ~40% of O/S in 2024, indicating active engagement under independent Chair leadership .
- Potential conflicts/RED FLAGS:
- Cooperation Agreement with Elaine P. Wynn (8.98% holder) includes terms on Board composition and Satre’s appointment; the agreement’s term expires when Satre no longer serves as Chair, which may be perceived as influence over Board leadership—monitor for independence and refresh dynamics .
- Related-party exposure within company (e.g., employment of Ms. Wynn’s sister-in-law) is overseen under the Audit Committee’s related-party policy; not directly tied to Satre but relevant to overall governance risk .
- Overall: Satre’s profile supports board effectiveness in a highly regulated, capital-intensive business; oversight roles across Audit/Nominating and Compliance ex officio strengthen risk governance. The cooperation agreement linkage is a watch item for investors assessing Chair independence and succession planning .
Key signal: Independent Chair with long-tenured gaming leadership is a positive for investor confidence; maintain vigilance on the cooperation agreement’s implications for leadership autonomy and Board refresh .