Winifred Webb
WYNN RESORTSAbout Winifred M. Webb
Independent Director at Wynn Resorts since April 2018; age 67; currently serves as Audit Committee Chair and is designated an “audit committee financial expert.” Founder of Kestrel Corporate Advisors (2013–present). Prior roles include Managing Director at Tennenbaum Capital Partners (now BlackRock), Corporate Executive/Senior Advisor at Ticketmaster (now Live Nation), and senior corporate positions at The Walt Disney Company; MBA from Harvard and BA with honors from Smith College. Nominated for re‑election at the 2025 Annual Meeting and affirmed independent under Nasdaq standards, including heightened audit‑committee independence requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tennenbaum Capital Partners (now part of BlackRock) | Managing Director | 2010–2013 | Investment and portfolio oversight |
| Ticketmaster (now part of Live Nation) | Corporate executive team member and senior advisor | 2008–2010 | Corporate strategy and governance support |
| The Walt Disney Company | Senior corporate positions incl. SVP Investor Relations & Shareholder Services; Executive Director, The Walt Disney Company Foundation | 1988–2008 | Led IR, governance outreach, capital markets/treasury support |
| PaineWebber | Vice President | Prior to Disney | Corporate finance (investment banking) |
| Lehman Brothers | Corporate Finance Analyst | Prior to Disney | Capital markets/finance (investment banking) |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| ABM Industries | Director | Since 2014 | Chairs Stakeholder & Enterprise Risk committee (cybersecurity/ESG oversight); Audit Committee member |
| AppFolio, Inc. | Director | Since Dec 2019 | Audit Committee chair |
| AMH (American Homes 4 Rent) | Trustee | Since Jan 2019 | Nominating & Governance committee member |
Board Governance
- Committee assignments (WYNN): Audit Committee Chair and Audit Committee Financial Expert; not listed on Compensation or Nominating committees. Audit Committee membership in 2024: Webb (Chair), Byrne, Liu, Mulroy, Satre; eight audit meetings held in 2024 .
- Independence and attendance: Board determined Webb is independent and meets heightened audit-committee independence standards; all directors attended at least 75% of meetings and attended the 2024 annual meeting. 2024 meeting cadence: Board (8), Audit (8), Compensation (6), Nominating & Governance (4) .
- Compliance oversight: As Audit Chair, Webb attends meetings of the independent Compliance Committee (in addition to ex officio Board reps), enhancing regulatory/compliance visibility. Audit Chair receives Compliance Committee meeting attendance fees. The Compliance Program is reviewed by Nevada and Massachusetts regulators .
- Risk oversight: Audit Committee covers credit, related-party, construction and financial risks; Board oversees cybersecurity and receives regular CISO updates .
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount/Structure | Evidence |
|---|---|---|
| Board annual cash retainer (member) | $100,000 | |
| Board Chair retainer (if applicable) | $200,000 (not applicable to Webb) | |
| Audit Committee – Chair fee | $3,000 per month | |
| Audit Committee – Member fee | $1,250 per month (not applicable to Webb as Chair) | |
| Compliance Committee attendance (Audit Chair) | $1,500 telephonic / $2,500 in‑person per meeting | |
| Director equity grant | $250,000 in restricted stock (vests 100% on first anniversary) | |
| 2024 actual compensation (Webb) | Cash fees $143,500; Stock awards $250,000; Total $393,500 | |
| 2024 equity grant details | 2,696 restricted shares granted May 7, 2024; unvested 2,696 at 12/31/24 |
Notes:
- Non‑employee directors do not receive options, non‑equity incentives, or deferred/retirement plans; they receive complimentary room/food/beverage privileges and reimbursement of meeting expenses. Ex officio Compliance Committee service (for those designated) carries a $75,000 annual retainer (not listed as applicable to Webb) .
Performance Compensation
- Non‑employee directors do not receive performance‑based bonuses, PSUs, or options as part of director compensation; 2024 awards were time‑based restricted stock only .
Other Directorships & Interlocks
- Current public boards: ABM Industries (director; chairs Stakeholder & Enterprise Risk; Audit member), AppFolio (director; Audit chair), AMH (trustee; Nominating & Governance) .
- Compensation Committee interlocks: Company disclosed no interlocks for its Compensation Committee (Webb is not a member) .
Expertise & Qualifications
- Finance and accounting expertise; designated Audit Committee financial expert at WYNN; began career in investment banking; audit committee roles at ABM and AppFolio (chair) .
- Cybersecurity/data privacy oversight capability (NACD/Carnegie Mellon certificate; chairs ABM Stakeholder & ER committee) .
- Travel/leisure/hospitality and entertainment experience via Disney and Ticketmaster; real estate exposure via AMH and property tech (AppFolio) .
- ESG/governance: Prior Disney governance outreach and foundation leadership; ESG oversight at ABM .
Equity Ownership
| Measure | Value | Evidence |
|---|---|---|
| Total beneficial ownership | 21,440 shares (<1% of outstanding) | |
| Unvested restricted shares included | 2,696 shares | |
| Options/derivatives | None disclosed for Webb | |
| Hedging/pledging | Prohibited by policy without Board pre‑approval | |
| Ownership guidelines | Directors: 3x annual retainer; Company discloses all directors/NEOs satisfy requirements |
Related‑Party Transactions and Conflicts
- Audit Committee reviews/approves related‑party transactions per written policy; thresholds and pre‑approval categories described. 2024 related‑party disclosures include an Elaine P. Wynn cooperation agreement, reimbursable costs, and aircraft arrangements for executives—no transactions involving Webb were disclosed .
- Annual board limits: Directors generally limited to service on no more than four other public company boards; Nominating & Governance Committee annually assesses time commitments. Webb serves on three other public boards (ABM, AppFolio, AMH), within policy limits .
Governance Assessment
- Strengths: Independent Audit Chair with deep finance, IR, and hospitality experience; designated financial expert; active in compliance oversight; strong attendance (≥75%); cybersecurity oversight credentials; ownership alignment through equity grant and stock ownership guidelines; anti‑hedging/pledging policy .
- Signals: Board composition refreshed since 2018 with high independence; Audit met 8x in 2024; Compliance Committee structure is independent and regulator‑reviewed, with Audit Chair participation—supports investor confidence in financial reporting and regulatory risk oversight .
- Watch items: Multi‑board load is material but within WYNN policy; no related‑party or pledging red flags disclosed for Webb. Continue monitoring for any cross‑company commercial ties with ABM/AMH/AppFolio and for any changes in independence status or attendance trends .
Appendix: Board‑Level Reference Points
- Board independence and attendance: All non‑employee directors (including Webb) are independent; all directors attended ≥75% of meetings and the 2024 annual meeting .
- Committee composition summary (2024): Audit (Webb—Chair; Byrne; Liu; Mulroy; Satre), Compensation (Atkins—Chair; Byrne; Myers; Strom), Nominating & Governance (Mulroy—Chair; Atkins; Myers; Satre) .