Richard Byrne
WYNN RESORTSAbout Richard J. Byrne
Independent director of Wynn Resorts, Limited; age 64; director since August 2018; Audit Committee financial expert and Compensation Committee member. Byrne holds a B.A. from Binghamton University and an MBA from Northwestern’s Kellogg School of Management, with deep capital markets experience (Deutsche Bank CEO; Merrill Lynch leveraged finance and credit research) and top-ranked gaming sector research credentials . The Board has affirmatively determined he is independent under Nasdaq rules, and he met heightened independence standards for Audit and Compensation Committee service in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deutsche Bank Securities, Inc. | Chief Executive Officer | 2008–2013 | Member of Global Banking Executive Committee and Global Markets Executive Committee; global co-head of capital markets (2006–2013) |
| Merrill Lynch & Co. | Global Co-Head of Leveraged Finance; Global Head of Credit Research | 1985–1999 | Highly ranked credit research analyst, principally in gaming, lodging and leisure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Franklin BSP Realty Trust, Inc. (NYSE: FBRT) | Chair of the Board and CEO | Current | Externally managed by Benefit Street Partners L.L.C.; Byrne has served as President of BSP since 2013 |
| Franklin BSP Lending Corp. (BDC, non-public) | CEO and Chair | Since 2016 | Regulated under the Investment Company Act of 1940 |
| Franklin BSP Capital Corp. (BDC, non-public) | CEO and Chair | Since 2020 | Regulated under the Investment Company Act of 1940 |
| KASAI Elite Grappling Championships | Founder and CEO | Current | Private enterprise |
Board Governance
- Committee memberships: Audit Committee (Financial Expert) and Compensation Committee .
- Independence: The Board determined Byrne is independent under Nasdaq listing standards; he met heightened independence requirements for Audit Committee (Rule 10A-3) and Compensation Committee (Rule 10C-1) service during 2024 .
- Attendance: In 2024, the Board held 8 meetings; Audit Committee 8; Compensation Committee 6; all directors attended at least 75% of applicable meetings and attended the May 2, 2024 annual meeting .
- Committee composition snapshot (2024): Audit (Chair: Winifred Webb; members include Byrne); Compensation (Chair: Betsy Atkins; members include Byrne); Nominating & Governance (Chair: Patricia Mulroy) .
Fixed Compensation
| Component | Detail | 2024 Amount (USD) |
|---|---|---|
| Board cash retainer | Member annual fee retainer | $100,000 |
| Committee fees | Audit Committee member monthly fee | $1,250 |
| Committee fees | Compensation Committee member monthly fee | $1,000 |
| Equity grant | Director restricted stock, vests 100% on first anniversary | $250,000 |
| Director-level totals (Byrne) | Fees earned or paid in cash | $127,000 |
| Director-level totals (Byrne) | Stock awards (grant date fair value) | $250,000 |
| Director-level totals (Byrne) | Options | $0 |
| Director-level totals (Byrne) | All other compensation | $0 |
| Director-level totals (Byrne) | Total | $377,000 |
| Grant details | Restricted stock shares granted (each non-employee director) | 2,696 shares granted May 7, 2024; unvested as of Dec 31, 2024 |
Notes:
- Compliance Committee ex officio fees ($75,000) apply to designated ex officio directors (Satre and Mulroy); Byrne is not listed as ex officio, and no such fees are indicated for him .
- Complimentary room, food and beverage privileges for non-employee directors; no non-equity incentive or deferred compensation programs for directors .
Performance Compensation
| Performance-linked elements (Director) | Structure | 2024 Treatment |
|---|---|---|
| Annual performance bonus | Not applicable to non-employee directors | None |
| Performance share units (PSUs) | Not granted to directors | None (Option awards $0 for Byrne) |
| Option awards | Company generally not granting option-like instruments; directors not recipients | None for Byrne |
Directors receive time-based restricted stock that vests after one year; no director-specific performance metrics or PSU awards are disclosed for Byrne .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company directorship | Franklin BSP Realty Trust, Inc. – Chair and CEO |
| Compensation Committee interlocks | No interlocking relationships exist between Wynn’s Compensation Committee (members: Atkins, Byrne, Myers, Strom in 2024) and other companies’ boards/comp committees; no insider participation |
| Governance load limits | Wynn policy limits directors to no more than four other public company boards and requires assessment of time commitments; Byrne’s external roles are assessed annually |
Potential interlocks/conflicts:
- Related party transactions policy requires Audit Committee review; disclosed related party items (e.g., Cooperation Agreement with Elaine P. Wynn, reimbursable services, aircraft time-sharing) do not identify Byrne as a related party .
Expertise & Qualifications
- Finance & capital markets leadership: Deutsche Bank CEO; global capital markets leadership; Benefit Street Partners President since 2013 .
- Gaming domain knowledge: Top-ranked credit research analyst in casino gaming; deep background in casino resort industry .
- Audit Committee financial expertise: Designated as financial expert under Item 407(d)(5) Reg S-K; Audit Committee member .
- Real estate finance: CEO/Chair of a commercial real estate finance REIT (FBRT) .
Equity Ownership
| Metric | Byrne | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 18,488 | Includes 2,696 unvested restricted shares |
| Ownership as % of shares outstanding | <1% | Based on 106,167,328 shares outstanding as of March 5, 2025 |
| Vested vs unvested breakdown | Unvested restricted stock: 2,696 | Unvested director RSUs noted in footnotes |
| Options (exercisable/unexercisable) | None disclosed for Byrne | Option awards $0 for directors except Mulroy’s historical options |
| Pledged shares | None disclosed; Company prohibits hedging and prospective pledging (unless Board-approved) | Trading Policy prohibits hedging/pledging; Board approval required for any exception |
| Ownership guidelines | 3x annual retainer for non-employee directors | All directors and NEOs currently satisfy guidelines |
Governance Assessment
- Board effectiveness: Byrne brings high-caliber capital markets and gaming-sector expertise; his designation as Audit Committee financial expert strengthens financial oversight. He serves on both Audit and Compensation Committees, aligning with his background in finance and executive pay governance .
- Independence and engagement: Independence affirmed; attendance thresholds met across Board and committees in 2024; annual meeting attendance confirmed .
- Alignment and pay structure: Director pay balanced toward equity ($250k RSUs) alongside cash fees ($127k), with stock ownership guidelines (3x retainer) and prohibitions on hedging/pledging, promoting long-term alignment .
- Conflicts/related party: No Byrne-specific related-party transactions disclosed; Compensation Committee interlocks expressly absent, reducing perceived conflict risk .
Say-on-Pay signal (investor confidence):
- 2025 Say-on-Pay vote: For 64,070,421; Against 3,280,837; Abstain 308,749; substantial support indicates investor confidence in pay design overseen by the Compensation Committee (which includes Byrne) .
- Shareholder engagement: Wynn reached out to holders of ~59% of outstanding shares in 2024, and held substantive discussions with ~40% O/S; continued responsiveness is emphasized .
RED FLAGS
- None disclosed for Byrne on attendance, related-party transactions, hedging/pledging, or committee interlocks. Trading Policy prohibits hedging/pledging; Audit Committee reviews related-party transactions; no Byrne-specific exposures identified in proxy .
Notes on Committee Structure and Consultants
- Compensation Committee retained independent consultant Radford (Aon) in 2024; determined independent, no conflicts; peer benchmarking targeted median; no interlocks exist .
Appendix: Committee Composition Snapshot (2024)
| Committee | Chair | Members |
|---|---|---|
| Audit | Winifred M. Webb | Webb, Byrne (F), Liu, Mulroy, Satre |
| Compensation | Betsy S. Atkins | Atkins (Chair), Byrne, Myers, Strom |
| Nominating & Corporate Governance | Patricia Mulroy | Mulroy (Chair), Atkins, Myers, Satre, Strom |
F = Audit Committee Financial Expert .