UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒
Definitive Proxy Statement
☐
Definitive Additional Materials
☐
Soliciting Material under §240.14a-12
Light & Wonder, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒
No fee required.
☐
Fee paid previously with preliminary materials.
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
![[MISSING IMAGE: lg_lighterwondertm-bwlr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-053352/lg_lighterwondertm-bwlr.jpg)
![[MISSING IMAGE: lg_lighterwondertm-bwlr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-051245/lg_lighterwondertm-bwlr.jpg)
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders of Light & Wonder, Inc. to be held at 3:00 p.m. PDT, with access beginning at 2:45 p.m., PDT, on Wednesday, June 7, 2023.5, 2024. This year’s annual meeting will be a virtual meeting of stockholders. We have designed the format of the virtual annual meeting to ensure that stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting, using online tools to ensure stockholder access and participation. You will be able to attend the annual meeting and vote during the annual meeting via a live webcast by visiting https://www.virtualshareholdermeeting.com/LNW2023LNW2024. You will need your 16-digit control number included on your proxy card in order to submit questions and vote during the Annual Meeting.
At the meeting, we will be electing tennine members of our Board of Directors. We will also be conducting an advisory vote to approve the compensation of our named executive officers and an advisory vote on the frequency of future votes to approve the compensation of our named executive officers. Finally, we will be asking our stockholders to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm. These matters are described in detail in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.
Whether or not you plan to attend the annual meeting, we encourage you to vote and submit your proxy in advance of the meeting using one of the advance voting methods described in the accompanying materials.
We look forward to hosting you at the annual meeting.
Sincerely,
![[MISSING IMAGE: sg_matthewrwilson-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-053352/sg_matthewrwilson-bw.jpg)
![[MISSING IMAGE: sg_matthewrwilson-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-051245/sg_matthewrwilson-bw.jpg)
Matthew R. Wilson
President and Chief Executive Officer
The accompanying Proxy Statement is dated May 1, 2023,April 24, 2024, and is first being made available to our stockholders on or about May 1, 2023.April 24, 2024.
LIGHT & WONDER, INC.
6601 Bermuda Road
Las Vegas, NV 89119
6601 Bermuda Road
Las Vegas, NV 89119
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the annual meeting of stockholders of Light & Wonder, Inc. (the “Company”) will be held at 3:00 p.m. PDT on Wednesday, June 7, 2023,5, 2024, solely online via the Internet via a live webcast, for the following purposes:
1.
To elect tennine members of the Company’s Board of Directors to serve for the ensuing year and until their respective successors are duly elected and qualified.
2.
To approve, on an advisory basis, the compensation of the Company’s named executive officers.
3.
To indicate, on an advisory basis, whether the advisory vote on the compensation of the Company’s named executive officers should take place every year, every two years or every three years.
To consider and act upon any other matter that may properly come before the meeting or any adjournment thereof.
Only stockholders of record at the close of business on May 1, 2023April 8, 2024 (the “record date”) are entitled to receive notice of and to vote at the meeting and any adjournment thereof.
Access to the Virtual Meeting. The virtual meeting will begin promptly at 3:00 p.m. PDT. Online access to the virtual meeting will open 15 minutes prior to the start of the annual meeting to allow time for attendees to log in and test their device’s audio system.
Log-in Instructions. You will be able to attend the annual meeting and vote during the annual meeting via a live webcast by visiting http:/www.virtualshareholdermeeting.com/LNW2023LNW2024. You will need your 16-digit control number included on your proxy card in order to submit questions and vote during the Annual Meeting.
Submitting Questions in Advance. You may also submit questions in advance of the meeting until 8:59 p.m. PDT on June 6, 20234, 2024 by going to www.proxyvote.com and logging in with your control number.
Voting Prior to or at the Annual Meeting. An online portal is available to stockholders at www.proxyvote.com, where stockholders of record as of the record date can view and download our proxy materials and 20222023 Annual Report and vote their shares in advance of the annual meeting. Stockholders of record as of the record date may vote their shares during the annual meeting (up until the closing of the polls) by following the instructions provided during the meeting.
Technical Assistance. Technical assistance is available by e-mailingemailing virtualmeeting@viewproxy.com or dialing the number that will be provided on the log-in page of the meeting.
Whether or not you plan to attend the annual meeting, the Company urges stockholders of record as of the record date to vote and submit their proxy in advance of the meeting using one of the advance voting methods (see page 1 of the accompanying Proxy Statement for additional details).
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be held on June7, 2023:5, 2024:
Annual Meeting of Stockholders to be held on June
The Proxy Statement and 20222023 Annual Report will be available on or about
May 1, 2023April 24, 2024 through the Investors link on our website at
www.lnw.com or through www.proxyvote.com.
www.lnw.com or through www.proxyvote.com.
| | Dated: | | | By Order of the Board of Directors | |
| | | | | ![[MISSING IMAGE: sg_pjames-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-053352/sg_pjames-bw.jpg) ![[MISSING IMAGE: sg_jamessottile-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-051245/sg_jamessottile-bw.jpg) | |
| | | | | Executive Vice President, Chief | |
TABLE OF CONTENTS
| | | | | | 1 | | | |
| | | | | | 4 | | | |
| | | | | | 4 | | | |
| | | | | | 8 | | | |
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | 35 | | | |
| | | | | | 36 | | | |
| | | | | | 38 | | | |
| | | | | | 40 | | | |
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | ||||
| | | |||||||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | | | ||
| | | | | | A-1 | | |
i
LIGHT & WONDER, INC.
6601 Bermuda Road
Las Vegas, NV 89119
6601 Bermuda Road
Las Vegas, NV 89119
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Light & Wonder, Inc. (“Light & Wonder,” “L&W,” the “Company,” “we” or “us”) of proxies to be voted at the annual meeting of stockholders to be held at 3:00 p.m. PDT on Wednesday, June 7, 2023,5, 2024, solely online via the Internet via a live webcast, and any adjournment or postponement of the meeting, for the purposes set forth in the Notice of Annual Meeting of Stockholders.
Access to Proxy Materials
We expect our proxy materials, including this Proxy Statement and our 20222023 Annual Report, to first be made available to stockholders on or about May 1, 2023April 24, 2024 through the Investors link on our website at www.lnw.com/investors/ or through www.proxyvote.com.
Stockholders Entitled to Vote
All stockholders of record at the close of business on April 10, 20238, 2024 are entitled to vote at the meeting. At the close of business on April 10, 2023, 91,180,8048, 2024, 90,385,726 shares of common stock were outstanding. Each share is entitled to one vote on all matters that properly come before the meeting.
Voting Procedures
You may vote your shares by proxy without attending the meeting. You may vote your shares by proxy over the Internet by following the instructions provided on the proxy card. If you are voting over the Internet or by telephone, you will need to provide the control number that is printed on the proxy card that you receive.
If you are the record holder of your shares, you may also vote your shares during the annual meeting (up until the closing of the polls) by following the instructions provided during the annual meeting. If you are not the record holder of your shares (i.e., they are held in “street” name by a broker, bank or other nominee), you must first obtain a proxy issued in your name from the record holder giving you the right to vote the shares at the meeting.
Meeting Format
The 20232024 annual meeting of stockholders will be a virtual meeting. Stockholders will only be able to access the annual meeting virtually. The Company has designed the format of the virtual annual meeting to ensure that stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting, using online tools to ensure stockholder access and participation. More information about the virtual annual meeting, including how to participate, is provided here in this Proxy Statement and on www.lnw.com.
1
Voting Matters
Stockholders are being asked to vote on the following matters at the annual meeting:
| Proposal | | | Board’s Recommendation | |
Proposal 1: Election of Directors (page 4) | | | FOR each Nominee | |
| The Board and the Nominating and Corporate Governance Committee believe that the | | | | |
Proposal 2: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers (page | | | FOR | |
| The Company has designed its executive compensation program to attract and retain executive talent, foster excellent business performance and align compensation with the long-term interests of our stockholders. The Board and the Compensation Committee value stockholders’ opinions and will take into account the outcome of the advisory vote when considering future executive compensation decisions. | | | | |
Proposal 3: | ||||
Ratification of the Appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s Independent Registered Public Accounting Firm (page | | | FOR | |
| The Audit Committee has appointed Deloitte to serve as our independent registered public accounting firm for the fiscal year ending December 31, | | | | |
All valid proxies received prior to the meeting will be voted in accordance with the instructions specified by the stockholder. If a proxy card is returned without instructions, the persons named as proxy holders on your proxy card will vote in accordance with the above recommendations of the Board.
With respect to any other matter that properly comes before the meeting, the proxy holders will vote as recommended by the Board or, if no recommendation is given, in their own discretion.
Changing Your Vote
A stockholder may revoke a proxy at any time prior to its being voted by delivering written notice to the Corporate Secretary of the Company, by delivering a properly executed later-dated proxy (including over the Internet or by telephone), or by voting at the meeting.
Quorum
The presence, including by proxy (regardless of whether the proxy has authority to vote on all matters), of the holders of a majority of the shares entitled to vote at the meeting constitutes a quorum for the transaction of business.
Vote Required
Assuming a quorum is present, directors will be elected (Proposal 1) by a plurality of the votes cast in person or by proxy at the meeting. The outcome of the vote, on an advisory basis, on the frequency of future
Each of the other proposals requires the affirmative vote of a majority of the shares entitled to vote represented at the meeting.
Effect of Withheld Votes or Abstentions
If you “WITHHOLD” your vote in the election of directors or “ABSTAIN” from voting (rather than vote “FOR” one of the three choices) on the frequency of future advisory votes on compensation of executive officers, or “ABSTAIN” (rather than vote “FOR” or “AGAINST”) with respect to any other proposal, your shares will count as present for purposes of determining
2
whether a quorum is present. WitholdingWithholding your vote with respect to any of the director nominees will have no effect on the outcome of the election of directors (Proposal 1). Abstaining will have no effect onwith respect to the outcome of the vote, on an advisory basis, on the frequency of future advisory votes on the compensation of the Company’s named executive officers (Proposal 3). Abstainingother proposals will have the effect of a vote against the othersuch proposals (Proposals 2 and 4)3).
Effect of Broker Non-Votes
A broker “non-vote” occurs when a broker or nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker or nominee does not have discretionary voting power on that item and has not received specific instructions from the beneficial owner. If any broker “non-votes” occur at the meeting, the broker “non-votes” will count for purposes of determining whether a quorum is present, will have no effect on the outcome of the election of directors (Proposal 1) and will have the effect of a vote against the advisory vote on approval of named executive officer compensation (Proposal 2). A broker or other nominee holding shares for a beneficial owner may not vote these shares with respect to the election of directors (Proposal 1), or the advisory vote on approval of named executive officer compensation (Proposal 2) or indication, on an advisory basis, of the frequency of future advisory approvals of named executive officer compensation (Proposal 3) without specific instructions from the beneficial owner as to how to vote with respect to such proposals. Brokers and other nominees will have discretionary voting power to vote without instructions from the beneficial owner on the ratification of the appointment of our independent registered public accounting firm (Proposal 4)3) and, accordingly, your shares may be voted by your broker or nominee on Proposal 43 without your instructions.
3
PROPOSAL 1
ELECTION OF DIRECTORS
The Board is elected by our stockholders to oversee the management of the business and affairs of the Company. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved for or shared with stockholders. The Board appoints our executives, who are charged with conducting the business and affairs of the Company, subject to oversight by the Board.
Nominees for Election
The Board has nominated for election as a director to the Board the tennine persons named below to serve for a one-year term until the next annual meeting of stockholders of the Company and until their successors have been duly elected and qualified or until their earlier death, resignation or removal. Each of the director nominees served as a director during 2022 and is presently serving as a director.
The Board currently consists of all directors elected at the Company’s 20222023 annual meeting, other than Barry L. Cottle, who resigned from the Board on August 30, 2022, Matthew R. Wilson,Mr. Marchetti, who joined the Board on October 10, 2022, and Stephen Morro, who joined the Board on August 9, 2022.January 15, 2024.
The Board recommends that you vote in favor of the election of each of the nominees named below as directors of the Company for the ensuing year, and the persons named as proxies on the enclosed proxy card will vote the proxies received by them for the election of each of the nominees unless otherwise specified on those proxy cards. All of the nominees have indicated a willingness to serve as directors. However, if any nominee becomes unavailable to serve before the election, proxies may be voted for a substitute nominee selected by the Board, or the Board may decide to reduce the number of directors.
The name, age (as of April 10, 2023)8, 2024), business experience and certain other information regarding each of the nominees for director are set forth below.
| Name | | Age | | Position with the Company | | Director Since | | | Age | | Position with the Company | | Director Since | | ||||||
| Jamie R. Odell | | 64 | | Director (Executive Chair) | | 2020 | | | 65 | | Director (Executive Chair) | | 2020 | | ||||||
| Matthew R. Wilson | | 41 | | Director; President and Chief Executive Officer | | 2022 | | | 42 | | Director; President and Chief Executive Officer | | 2022 | | ||||||
| Antonia Korsanos | | 53 | | Director (Executive Vice Chair) | | 2020 | | | 54 | | Director (Executive Vice Chair) | | 2020 | | ||||||
| Michael Marchetti | | 55 | | Director | | 2024 | | |||||||||||||
| Hamish R. McLennan | | 56 | | Director | | 2020 | | | 57 | | Director | | 2020 | | ||||||
| Stephen Morro | | 64 | | Director | | 2022 | | | 65 | | Director | | 2022 | | ||||||
| Michael J. Regan | | 80 | | Director | | 2006 | | |||||||||||||
| Virginia E. Shanks | | 62 | | Director | | 2021 | | | 63 | | Director | | 2021 | | ||||||
| Timothy Throsby | | 56 | | Director | | 2020 | | | 57 | | Director | | 2020 | | ||||||
| Maria T. Vullo | | 59 | | Director | | 2019 | | |||||||||||||
| Kneeland C. Youngblood | | 67 | | Director | | 2018 | | | 68 | | Director | | 2018 | | ||||||
Jamie R. Odell has served as Executive Chair of the Board since September 2020 and has served as a consultant to the Company with the title of Special Advisor to the Chairman and CEO since May 2019. He previously served as Chief Executive Officer and Managing Director of Aristocrat Leisure Limited (“Aristocrat”), a global gaming content and technology company and mobile games publisher, from May 2009 to February 2017. Prior to joining Aristocrat, Mr. Odell held senior executive roles in the global beverage industry.
Matthew R. Wilson has served as President and Chief Executive Officer since October 2022. Mr. Wilson is a seasoned executive with nearly twenty years of gaming industry experience and a proven record of driving growth and creating value. Prior to his role, he served as Interim Chief Executive Officer from August 2022 to October 2022 and as Executive Vice President and Group Chief Executive, Gaming from March 2020 to August 2022. Prior to his time at Light & Wonder, he was President and Managing Director of the Americas at Aristocrat from February 2017 until August 2019. Mr. Wilson began his tenure at Aristocrat 2004 and held
several significantsenior positions in a variety of Aristocrat’s markets during his time there, including serving as Senior Vice President of Global Gaming Operations from October 2015 until February 2017 and Senior Vice
4
President Sales & Marketing Americas from September 2014 until October 2015. His other roles at Aristocrat include Regional Sales Manager and Vice President of Marketing for the Americas.
Antonia Korsanos has served as Executive Vice Chair of the Board since September 2020 and has served as a consultant to the Company with the title of Advisor to the CEO since July 2019. Ms. Korsanos has also served as Chair of the Board of SciPlay Corporation sincefrom August 2022.2022 to October 2023. Previously, Ms. Korsanos served as the Chief Financial Officer of Aristocrat from 2009 to 2018 and Company Secretary from 2011 to 2018. Prior to joining Aristocrat, Ms. Korsanos held senior leadership roles in the consumer goods industry, including at Goodman Fielder and Kellogg’s. Ms. Korsanos has served as a director of Treasury Wine Estates Limited since April 2020. Ms. Korsanos previously served as a director of Ardent Leisure Group Limited from September 2018 to June 2020, Crown Resorts Limited from May 2018 to October 2021, and Webjet Limited from June 2018 to March 2021.
Michael Marchetti has served as a director of the Company since January 2024. Previously, he served as a director of SciPlay Corporation from July 2019 until October 2023. He has served as Chief Financial Officer of Age of Learning, Inc., a leading education technology business since 2014. Prior to Age of Learning, Inc., Mr. Marchetti was Chief Executive Officer of Buffalo Studios, LLC, the creator of the Bingo Blitz social game, until its acquisition by Caesars Interactive Entertainment, Inc. in 2012. Mr. Marchetti started his mobile and interactive career as a founding executive and Chief Financial Officer of JAMDAT Mobile Inc. in 2000, one of the first publicly traded mobile gaming companies in the U.S., until its acquisition by Electronic Arts Inc. (“Electronic Arts”) in 2006. At Electronic Arts, Mr. Marchetti held various senior executive roles between 2006 and 2011, including as Chief Operating Officer of Electronic Arts’ Interactive division. Mr. Marchetti also served on the Board and as Chairman of the Audit Committee for TechStyle Fashion Group, a global fashion and lifestyle company, from September 2014 until September 2019.
Hamish R. McLennan has served as Chairman of REA Group Limited, a $20$25 billion global digital advertising company, since April 2012, Chairman of HT&EARN Media Limited, a media and entertainment company operating radio, digital and outdoor businesses, since October 2018, and Chairman of Rugby Australia Limited, the governing body of rugby union in Australia, sincefrom May 2020.2020 to November 2023. He has also served as Deputy Chairman of Magellan Financial Group, a globally-focused equity fund, since June 2019, where he has served as a non-executive director since March 2016, and as a director of Claim Central Consolidated, a global digital claims solutions business, since SeptemberMay 2020. Mr. McLennan is an experienced media and marketing executive, previously serving as Executive Chairman and Chief Executive Officer at Network Ten Holdings, an Australian entertainment and news content company, from 2013 to 2015, Executive Vice President for News Corporation, a global diversified media and information services company, in Sydney and New York from 2012 to 2013, and Global Chairman and Chief Executive Officer of Young & Rubicam, a division of WPP, the world’s largest communications services group, from 2006 to 2011.
Stephen Morro has served as a director of the Lottery Corporation Limited since December 2023, Dreamscape Entertainment Integrated Resorts sincefrom March 2023 to March 2024 and Ocean Resort Casino from June 2018 to January 2023. He served as an advisor to the Chief Executive Officer and North America management team of Aristocrat from March 2020 to January 2022 and as a non-executive director of Aristocrat from December 2010 to February 2020, including as Lead U.S. Director. From 1988 to 2010, Mr. Morro held various roles at International Game Technology PLC, including as President, North American Gaming Division, and Chief Operating Officer, from 2005 to 2007 and 2007 to 2008, respectively. Mr. Morro has over thirty years of experience in the highly regulated gaming industry as a supplier, operator and regulator.
Virginia E. Shanks most recently served as the Strategic Advisor for Penn National Gaming, Inc., a casino entertainment company, until December 2019, following its acquisition of Pinnacle Entertainment Inc. (“Pinnacle”). Previously, Ms. Shanks served as the Executive Vice President and Chief Administrative Officer of Pinnacle, a casino entertainment company from July 2013 to October 2018, and as Executive Vice President and Chief Marketing Officer from October 2010 to June 2013. At Pinnacle, Ms. Shanks was responsible for all company-wide marketing strategies and had oversight of food and beverage, hotel operations, guest service, information technology, and gaming operations. Prior to joining Pinnacle in 2010, Ms. Shanks was the Chief Marketing Officer for Multimedia Games, from 2008 to 2010, where she led product strategy, project management and investor relations. Before joining Multimedia Games, Ms. Shanks held senior executive positions for more than 25 years at Caesars Entertainment Corporation (predecessor to Caesars
5
Entertainment, Inc.), where she was responsible for setting overall corporate brand strategy and overseeing sports and entertainment marketing, strategic alliances, consumer insights, retail, public relations and nationwide casino promotions. Ms. Shanks also serves on the board of directors for Altria Group, Inc. since 2017 and the board of trustees for EPR Properties since 2019. She has previously served on the board
of directors for Global Gaming Women, an independent non-profit organization whose mission is to support, inspire and influence the development of women in the gaming industry, and Make-A-Wish Southern Nevada.
Timothy Throsby previously served as President of Barclays Corporate & International and Chief Executive of Barclays Corporate and Investment Bank from 2017 to 2019. Prior to joining Barclays, Mr. Throsby held senior executive roles with JPMorgan Chase Bank. He has had an extensive career in banking and private equity, working for Credit Suisse and Macquarie before joining Goldman Sachs in 1995 as a Managing Director and Co-Head of Equity Derivatives Asia and Japan. In 2002, he moved to Lehman Brothers to head the Asia and Japan Equities Division, before relocating to New York in 2004 to run the global equity derivatives business, convertibles and risk arbitrage. In 2005, he became President of Citadel Asia and Japan, where he ran their Asian business, located in Hong Kong.
Kneeland C. Youngblood has served as a Founding Partner/Chairman and CEO of Pharos Capital Group, LLC, a private equity firm that invests in the healthcare service sector since 1998. Mr. Youngblood servesserved on the board of Core Scientific (listed 2022). He from 2023 until 2024 and has previously served on the board of six TPG Pace SPACs since 2015.between 2015 and 2023. Mr. Youngblood has also previously served on the boards of Starwood Hotels & Resorts Worldwide, Inc. (from 2001 to 2012), The Gap, Inc. (from 2006 to 2012) and Burger King Holdings, Inc. (from 2004 to 2010) and Mallinckrodt Pharmaceuticals (from 2013 to 2022). He also previously served as a trustee of Texas Teachers Retirement System, the Dallas Employee Retirement System and Dallas Police and Fire Pension Fund. He is a Trustee of Caltech and a member of the Council on Foreign Relations.
Qualifications of Directors
Our directors are responsible for overseeing the management of the Company’s business and affairs, which requires highly skilled and experienced individuals. The Nominating and Corporate Governance Committee is responsible for evaluating and making recommendations to the Board concerning the appropriate size and needs of the Board with the objective of maintaining the necessary experience, skills and independence on the Board. Other than the minimum age requirement specified in the Nevada Revised Statutes, the Nominating and Corporate Governance Committee and the Board do not have specific qualifications that must be met by a candidate for director. However, the Nominating and Corporate Governance Committee and the Board believe that there are general qualifications that are applicable to all directors and other skills and experience that should be represented on the Board as a whole, but not necessarily by each director. The Nominating and Corporate Governance Committee and the Board consider the experience and qualifications of prospective directors individually and in the context of the Board’s overall composition, and make no distinction in the evaluation of nominees recommended by our directors or executive officers, third parties or our stockholders in accordance with the provisions contained in our SecondThird Amended and Restated Bylaws.
In its assessment of prospective directors, the Nominating and Corporate Governance Committee and the Board generally consider, among other factors, the individual’s character and integrity, experience, judgment, independence and ability to work collegially, as well as the ability of a potential nominee to devote the time and effort necessary to fulfill his or her responsibilities as a director. The Nominating and Corporate Governance Committee and the Board also assess particular qualifications, attributes, skills and experience that they believe are important to be represented on the Board as a whole, in light of the Company’s business. These include a high level of financial literacy, relevant chief executive officer or similar leadership experience, gaming, social and digital gaming industry experience, experience with global operations, exposure to the development and marketing of technology and consumer products and legal and regulatory experience.
As a matter of practice, the Nominating and Corporate Governance Committee and the Board also consider the diversity of the backgrounds and experience of prospective directors as well as their personal characteristics (e.g., gender, ethnicity, age) in evaluating, and making decisions regarding, Board composition,
6
in order to facilitate Board deliberations that reflect a broad range of perspectives. The Nominating and Corporate Governance Committee and the Board believe that the Board is comprised of a diverse group of individuals.
The Nominating and Corporate Governance Committee and the Board believe that each nominee has valuable individual skills and experiences that, taken together, provide the variety and depth of knowledge, judgment and vision necessary for the effective oversight of the Company. As indicated in the foregoing biographies, the nominees have extensive experience in a variety of fields, including gaming, social and digital gaming (Messrs. Odell, Wilson, Marchetti and Morro and Mses. Korsanos and Shanks), global operations (all directors), technology (Messrs. Odell, Wilson, Marchetti and Morro and Mses. Korsanos and Shanks), consumer products and marketing (Messrs. Odell, Wilson, Marchetti, McLennan and Morro and Mses. Korsanos and Shanks), legal and regulatory (Mr. Morro and Mses. ShanksMs. Shanks), and Vullo), investment and financial services (Messrs. Throsby, Marchetti and Youngblood and Mses. Korsanos and Vullo) and public accounting (Mr. Regan)Ms. Korsanos), each of which the Board believes provides valuable knowledge about important elements of our business. Most of our nominees have leadership experience at major companies or organizations that operate inside and outside the United States and/or experience on other companies’ boards, which provides an understanding of ways other companies address various business matters, strategies, corporate governance and other issues. As indicated in the foregoing biographies, the nominees have each demonstrated significant leadership skills, including as a chief executive officer (Messrs. Odell, Wilson, Marchetti, McLennan and Throsby), chief operating officer (Mr. Morro), as a chief administrative officer of a major accounting firm (Mr. Regan), as a chief administrative officer of a casino entertainment company (Ms. Shanks), and as chief financial officer (Ms.(Mr. Marchetti and Ms. Korsanos) and as the Superintendent of the New York State Department of Financial Services (Ms. Vullo). Mr. Youngblood and Ms. Vullo havehas extensive public policy, government orand regulatory experience, which can provide valuable insight into issues faced by companies in regulated industries such as the Company. Mr. Wilson has served as a senior executive and director of other gaming and entertainment companies, which service has given him deep knowledge of the Company and its businesses and directly relevant management experience. Mr. Youngblood has experience managing and advising a number of public and private companies. The Nominating and Corporate Governance Committee and the Board believe that these skills and experiences, together with their other qualities, qualify each nominee to serve as a director of the Company.
THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE TENNINE NOMINEES
7
Corporate Governance
Overview. The Company is committed to good corporate governance, which we believe promotes the long-term interests of our stockholders and strengthens Board and management accountability. Highlights of our corporate governance structure and policies include:
| | Corporate Governance Highlights | | |||
| | • Annual election of all directors | | | • Code of Business Conduct (and related training) | |
| | • | | | • Director and officer stock ownership guidelines | |
| | • Entirely independent Board committees | | | • Executive compensation based on pay-for-performance philosophy | |
| | • Regular executive sessions of independent directors | | | • Cash and equity compensation clawback | |
| | • Separate Executive Chair and Chief Executive Officer roles | | | • Anti-hedging and anti-pledging policies for Company stock | |
| | • Lead Independent Director | | | • Stockholder right to call special meetings | |
| | • Regular Board and committee self-evaluations | | | • Stockholder right to act by written consent | |
| | • Risk management oversight by the Board and committees | | | • Absence of an “anti-takeover” rights plan and other “anti-takeover” provisions | |
| | • Consideration of diversity in decisions regarding Board composition | | | • Board oversight of diversity, equity and inclusion initiatives | |
| | • Cybersecurity oversight by the Board | | | • Human capital oversight by the Board and Compensation Committee | |
| | • Oversight of environmental matters, including climate-related risk, by the Board and Nominating and Corporate Governance Committee | | | | |
Director Independence. The Board has adopted Director Independence Guidelines as a basis for determining that individual directors are independent under the standards of NASDAQ. This determination, which is made annually, helps assure the quality of the Board’s oversight of management and reduces the possibility of damaging conflicts of interest. Under these standards, a director will not qualify as independent if:
(1)
the director has been employed by the Company (or any subsidiary) at any time within the past three years, other than service as an interim executive officer for a period of less than one year;
(2)
the director has an immediate family member who has been employed as an executive officer of the Company (or any subsidiary) at any time within the past three years;
(3)
the director or an immediate family member of the director has accepted any compensation (including any political contribution to a director or family member) from the Company (or any subsidiary) in excess of $120,000 during any period of 12 consecutive months within the past three years other than (a) for Board or Board committee service, (b) in the case of the family member, as compensation for employment other than as an executive officer, (c) benefits under a tax-qualified retirement plan or non-discretionary compensation or (d) compensation for service as an interim executive officer for a period of less than one year;
(4)
the director or an immediate family member of the director is a partner, controlling shareholder or executive officer of an organization (including a charitable organization) that made payments to, or received payments from, the Company for property or services in the current year or in any of the past three years that exceed the greater of 5% of the recipient’s consolidated gross revenues or $200,000, other than (a) payments arising solely from investments in the Company’s securities or (b) payments under non-discretionary charitable contribution matching programs;
(5)
the director or an immediate family member of the director is employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the Company served on the compensation committee of such other entity; or
8
(6)
the director or an immediate family member of the director is a current partner of the Company’s outside auditor, or was a partner or employee of the Company’s outside auditor who worked on the Company’s audit at any time during any of the past three years.
In applying these standards, the Board determined that each of Messrs. Marchetti, McLennan, Morro, Regan, Throsby and Youngblood, and Mses. Shanks and Vullo, qualify as independent directors, and none has a business or other relationship that would interfere with the director’s exercise of independent judgment. Messrs. Odell and Wilson and Ms. Korsanos do not qualify as independent directors.
The full text of the Board’s Director Independence Guidelines, including information on the additional independence requirements applicable to Board committee members, can be accessed through the Investors — Corporate Governance link on our website at www.lnw.com.
Corporate Governance Guidelines. The Board has adopted Corporate Governance Guidelines that outline the structure, role and functioning of the Board and address various governance matters including director independence, the Board selection process, length of Board service, Board meetings and executive sessions of independent directors, director stock ownership guidelines, Board and committee performance evaluations and management succession planning. The full text of these guidelines can be accessed through the Investors Corporate Governance link on our website at www.lnw.com.
Board Leadership Structure. As described above, all of the director nominees qualify as independent directors, other than Mr. Odell, our Executive Chair, Ms. Korsanos, our Executive Vice Chair, and Mr. Wilson, our President and Chief Executive Officer, and Ms. Korsanos, our Executive Vice Chair.Officer. The Audit, Compensation and Nominating and Corporate Governance Committees are comprised entirely of independent directors. The Compliance Committee is comprised of independent directors and an industry consultant. The Board has the flexibility to select the leadership structure that is most appropriate for the Company and its stockholders and has determined that the Company and its stockholders are best served by not having a formal policy regarding whether the same individual should serve as both Executive Chair of the Board and Chief Executive Officer. This approach allows the Board to elect the most qualified director as Executive Chair of the Board, while maintaining the ability to separate the Executive Chair of the Board and Chief Executive Officer roles when deemed appropriate. TheAs noted above, the Executive Chair of the Board and Chief Executive Officer roles are currently held by two different individuals.
The Board believes its current leadership structure is appropriate because it effectively allocates authority, responsibility and oversight between management and the independent members of the Board.
Board’s Role in Risk Oversight. The Board is responsible for overseeing management in the execution of its responsibilities and for assessing the Company’s approach to risk management, including ensuring that sufficiently robust risk and compliance policies and procedures are in place and are functioning properly to bring key risk and compliance matters to the Board’s attention. The Board exercises these responsibilities on an ongoing basis as part of its meetings and through the Board’s committees, each of which examines various components of enterprise risk as part of its responsibilities. An overall review of risk is inherent in the Board’s consideration of the Company’s strategies, such as product and market concentration, competition, acquisitions and divestitures and business transformation and other matters presented to the Board, including operational risks, such as information technology, cybersecurity, personnel and supply chain; financial risks, such as financial reporting, valuation, market and liquidity risks, as described below; and environmental, social and governance risks, such as sustainability, social responsibility, diversity, equity and inclusion, management structure and employee compensation. The Board’s role in risk oversight is consistent with the Company’s leadership structure, with the Chief Executive Officer and other members of senior management having responsibility for managing the Company’s risk exposure, and the Board and its committees providing oversight of those efforts.
9
The Company has implemented internal processes and controls to identify and manage risks and to communicate with the Board regarding risk management. These include an enterprise risk management
program, regular internal management meetings that identify risks and discuss risk management, a Code of Business Conduct (the “Code”) (and related training), a strongseparately established ethics and compliance function that includes suitability reviews of customers, partners, vendors and other persons/entities with which the Company does business, regular cybersecurity, data flow and data privacy assessments, such as evaluation of network security measures and data protection safeguards, an internal and external audit process, such asthat includes testing controls, and internal approval and signature authority processes and legal department review of contracts.
The Board of Directors is central to oversight of cybersecurity risks. The Board of Directors is composed of members with diverse expertise, including risk management, technology, finance and legal, and they have appropriate access to management and third parties (as deemed necessary), equipping them to oversee cybersecurity risks effectively. Day-to-day cybersecurity monitoring and oversight activities are delegated to management.
In connection with these processes and controls,the Board’s risk oversight, management regularly communicates with the Board, Board committees and individual directors regarding identified risks and the management of these risks. Individual directors oftenalso communicate directlyon a regular basis with senior management on matters relating to risk management. In particular, the Board committee chairs regularly communicate with members of senior management, including the Chief Executive Officer, to discuss potential risks in connection with accounting and audit matters, compensation matters, compliance matters and financing-related matters.
The Board committees, which meet regularly and report to the full Board, play significant roles in carrying out the Board’s risk oversight function.function and communicating with management concerning potential risks. In particular, the Audit Committee oversees risks related to the Company’s financial statements, the financial reporting process and accounting. The Audit Committee also oversees the internal audit function and regularly meets in private with both the Vice President of Internal Audit (who reports functionally to the Audit Committee and administratively to the Chief Financial Officer) and representatives of the Company’s independent auditing firm. The Compensation Committee evaluates risks associated with the Company’s compensation programs, human capital matters and succession planning for executive officers and other senior management and discusses with management procedures to identify and mitigate such risks. See “Executive Compensation — Compensation Discussion and Analysis — Compensation Program as it Relates to Risk” below. The Compliance Committee is active in overseeing the Company’s program with respect to compliance with the laws applicable to the Company’s business, including gaming, anti-money laundering, anti-bribery, sanctions lists, anti-slavery, trade (export and import) laws, as well as compliance with the Code of Business Conduct and related policies by employees, officers, directors and other representatives of the Company. In addition, the Compliance Committee oversees a compliance review process, which is designed to ensure that the vendors, consultants, customers and business partners of the Company are “suitable” or “qualified” as those terms are used by applicable gaming and lottery authorities, and regularly meets separately with the Senior Vice President, Chief Compliance Officer (who reports functionally to the Chief Legal Officer and has a direct reporting line to the Compliance Committee). The Nominating and Corporate Governance Committee oversees risks related to composition, succession and structure of the Board.Board, as well as risks related to environmental matters, including climate-related risks.
Our Corporate Social Responsibility (“CSR”) priorities support responsible business development, and the local communities where the Company does business We are committed to supporting these key pillars that align to ESG standards:
•
our Community: Charitable contributions, community impact, and employee volunteerism;
•
our People: Fostering diversity, equity, inclusion, belonging and culture;
•
our Planet: Environmental sustainability, responsible operations, and preservation of natural resources;
•
our Players: Responsible gaming, advocacy and stewardship, education, awareness and treatment; and
10
•
Corporate Governance: System of corporate responsibility, code of conduct, and ethics by which we operate and govern.
Environmental sustainability. We aim to include environmental sustainability and social responsibility as a key part of the Company’s commitmentoperations. We aim to be an employeralign to the requirements of choice and a positive influence in the industryInternational Organization for Standardization (“ISO”) 14001 guidelines and the communitiesUN Sustainable Development Goals to support the preservation of natural resources. Additionally, our facilities comply with all jurisdictional environmental regulations, and many aim to take further action to reduce our carbon footprint, gas usage, water usage and landfill waste to maximize recycling efforts and our ability to divert renewable commodities from landfills. We established a Sustainability Committee to make key decisions, monitor environmental regulatory requirements and policies, support sustainable business practices and operations, evaluate opportunities to preserve and protect the natural environments in which we operate. The Company’soperate and report on regional and global environmental impact.
Responsible gaming and philanthropy are cornerstones of our ESG priorities. We support public education and awareness campaigns, aim to comply with the American Gaming Association (“AGA”) Responsible Gaming Code of Conduct for advertising and marketing, and serve on boards and committees including the International Center for Responsible Gaming; American Gaming Association Responsibility Committee; American Gaming Equipment & Manufacturing Responsible Gaming Committee; National Council on Problem Gaming Responsibility Committee; Industry Group for Responsible Gaming; European Association for the Study of Gambling; and the Nevada Resort Association Corporate Social Responsibility program, known as Game Changers by Light & Wonder, has four main pillarsCommittee. We have installed responsible gaming software, which provides players the ability to personalize a gaming budget on device, in casinos located in Australia, Canada, New Zealand and the U.S. We established a Responsible Gaming Committee to make key decisions, monitor gaming regulatory requirements, foster industry stewardship, player resources and identify opportunities to foster awareness, education and treatment programs.
Through our charitable giving, employee volunteerism and community outreach programs, we have given back to communities and charities globally that have been developedsupport STEAM education (combining science, technology, engineering, arts and integratedmath), environmental sustainability, food insecurities, responsible gaming, diversity, equity and inclusion initiatives, social impact and equal rights initiatives, homelessness, veterans and military family programs, disaster relief, domestic violence and many other causes. We established a Social Impact Committee to cross collaborate with our local divisions across the organization include: Community (philanthropy & volunteerism), People (diversity, equity, inclusionon social impact programs, philanthropy and belonging), Planet (environmental sustainability)charitable giving, employee volunteerism, economic impact, employee engagement and Player (responsible gaming).culture programs, and reporting on global impact.
Diversity, Equity and Inclusion (“DEI”). Diversity, equity and inclusion (“DEI”) are embedded inDEI is central to the Company’s five core values which are focused on fostering a highly inclusive culture and celebrating our unique and diverse global perspectives. The Company collaborates as one diverse and inclusive team with a passion for building new worlds of play that produce the extraordinary. The Company formulated a diversity, equity and inclusion strategic plan and established a DEI Council in 2020 with representation from our Board of Directors and a DEI Task Force in 2020.other senior executives as members. The DEI Council oversees efforts by upholding accountability measures, ensuring continued commitmentmakes key decisions, reviews progress and momentum,identifies areas that require further development to advance the goals of our DEI strategy. We continue to implement and actively advocates for inclusive practices. Theenhance hiring, training, recruiting and retention initiatives across our workforce in line with our DEI Task Force managesstrategic plan.
We also strive to develop strong connections with diverse suppliers that share our values. Leaders within our People and executes the workstreams with the intentionCulture function work to embed diversity, equity and inclusion intoin all human capital functions of the organization. TheThese department leaders partner with the business to assist in DEI Task Force consists of four workstreams which include:efforts and practices related to Culture, Retention & Belonging; Talent Acquisition & Recruiting; Learning & Development; and Equitable Policies, Benefits and Rewards. In support of the Company’s core values, the Board asserts oversight and assumes responsibility to reviewoversees the Company’s diversity, equity and inclusion policies and practices and compliance with its responsibilities as an equal opportunity employer. As the DEI Board representative, Mr. Youngblood is part of the DEI Council and reportsprovides an update to the Board at each quarterly Board meeting on the Company’s progress and performance comparedwith respect to its diversity, equity and inclusion strategic plan, culture and other matters related to DEI for the Company.
Light & Wonder ranked in the top 10 organizations in the All-In Diversity Project — All-Index, an annual benchmark for diversity, equality and inclusion across the global betting and gaming industry. The All-In
| Board Diversity Matrix (as of April 28, 2022) | | |||||||||||||||||||||||||||||||||||||||||||||||||
| Board Diversity Matrix (as of April 11, 2024) | Board Diversity Matrix (as of April 11, 2024) | | ||||||||||||||||||||||||||||||||||||||||||||||||
| Total Number of Directors | | 10 | | | 11 | | ||||||||||||||||||||||||||||||||||||||||||||
| | | Female | | Male | | Non-Binary | | Not Disclosed | | | Female | | Male | | Non-Binary | | Not Disclosed | | ||||||||||||||||||||||||||||||||
| Part I: Gender Identity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| Directors | | | | 3 | | | | | 7 | | | | | — | | | | | — | | | | | | 3 | | | | | 8 | | | | | — | | | | | — | | | ||||||||
| Part II: Demographic Background | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| African American or Black | | | | — | | | | | 1 | | | | | — | | | | | — | | | | | | — | | | | | 1 | | | | | — | | | | | | | | ||||||||
| Alaskan Native or Native American | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | | | | ||||||||
| Asian | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | | | | ||||||||
| Hispanic or Latinx | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | | | | ||||||||
| Native Hawaiian or Pacific Islander | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | | | | ||||||||
| White | | | | 2 | | | | | 5 | | | | | — | | | | | — | | | | | | 2 | | | | | 6 | | | | | — | | | | | | | | ||||||||
| Two or More Races or Ethnicities | | | | — | | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | | | | ||||||||
| LGBTQ+ | | — | | | | | — | | | | | — | | | | | — | | | | | | | | ||||||||||||||||||||||||||
| Demographic background not disclosed | | 2 | | | 2 | | ||||||||||||||||||||||||||||||||||||||||||||
Board Meetings. The Board held a total of eightfive meetings during 2022,2023, including fourfive at which executive sessions were held with no members of management present. During 2022,2023, all incumbent directors attended at least 75% of the total number of meetings of the Board and committees of the Board on which they served.
Board Committees. The Board has four standing committees: the Audit Committee; the Compensation Committee; the Compliance Committee; and the Nominating and Corporate Governance Committee. All committees are comprised solely of independent directors with the exception of the Compliance Committee, which is comprised of four independent directors and Patricia Becker, a gaming industry consultant.
Mr. Michael J. Regan and Ms. Maria T. Vullo, who are members of the Board, the Audit Committee and the Nominating and Corporate Governance Committee, have notified the Board that they will not be standing for re-election. Mr. Regan’s and Ms. Vullo’s directorships will expire simultaneously with the election of directors at the annual meeting, at which time they will no longer be members of the Audit Committee or the Nominating and Corporate Governance Committee.
The Board has approved charters for each Board committee, which can be accessed through the Investors — Corporate Governance link on our website at www.lnw.com. The current membership of each committee is as shown in the table below.
| Audit Committee | | | Compensation Committee | | | Compliance Committee | | | Nominating and Corporate Governance Committee | |
| Michael J. Regan (Chair) | | | Hamish R. McLennan (Chair) | | | Stephen Morro (Chair) | | | Kneeland C. Youngblood (Chair) | |
| | | Stephen Morro | | | Virginia Shanks | | | Hamish R. McLennan | | |
| | | Virginia Shanks | | | Timothy Throsby | | | Michael J. Regan | | |
| | | Kneeland C. Youngblood | | | Kneeland C. Youngblood | | | Maria T. Vullo | | |
| | | | | | | Patricia Becker | | | | |
Audit Committee. The Audit Committee is responsible for hiring the Company’s independent registered public accounting firm and for overseeing the accounting, auditing and financial reporting processes of the
12
Company. In the course of performing its functions, the Audit Committee reviews, with management and our
independent registered public accounting firm, the Company’s internal accounting controls, the financial statements, the report and recommendations of our independent registered public accounting firm, the scope of the audit and the qualifications and independence of the auditor. The Audit Committee also oversees the Company’s internal audit function. The Board has determined that each member of the Audit Committee is independent under the listing standards of NASDAQ, the independence standards under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company’s Director Independence Guidelines, and that Mr. Regan qualifiesand Mr. Marchetti qualify as an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K of the rules of the SEC. The Audit Committee held five meetings during 2022.2023.
Compensation Committee. The Compensation Committee sets the compensation of the President and Chief Executive Officer and other senior executives of the Company and administers the equity incentive plans and executive compensation programs of the Company and determines eligibility, for,award opportunities and awardsperformance criteria under suchthese plans and programs andprograms. The Compensation Committee makes recommendations to the Board with regard tofor the adoption of new employee benefit plans and equity incentive plans and with respectfor any modifications to the compensation program for non-employee directors.directors and oversees the Company’s human capital matters. The Board has determined that each member of the Compensation Committee is independent under the listing standards of NASDAQ and the Company’s Director Independence Guidelines and qualifies as a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act. The Compensation Committee held four meetings during 2022.2023.
Compliance Committee. The Compliance Committee is responsible for providing oversight of the Company’s program with respect to compliance with laws and regulations applicable to the business of the Company, including gaming and anticorruption laws, and with respect to compliance with the Code by employees, officers, directors and other representatives of the Company. The Compliance Committee held fourfive meetings during 2022.2023.
Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for identifying individuals who are qualified to become directors, recommending nominees for membership on the Board and on committees of the Board, reviewing and recommending corporate governance principles, procedures and practices, and overseeing the annual self-assessments of the Board and its committees.committees and overseeing the Company’s environmental matters. The Board has determined that each member of the Nominating and Corporate Governance Committee is independent under the listing standards of NASDAQ and the Company’s Director Independence Guidelines. The Nominating and Corporate Governance Committee held fourfive meetings during 2022.2023.
Other than the minimum age requirement specified in the Nevada Revised Statutes, the Nominating and Corporate Governance Committee does not have specific qualifications that must be met by a candidate for director and will consider individuals suggested as candidates by our stockholders in accordance with the provisions contained in our SecondThird Amended and Restated Bylaws. Each notice of nomination submitted in this manner must contain the information specified in our SecondThird Amended and Restated Bylaws, including, but not limited to, information with respect to the beneficial ownership of our common stock held by the proposing stockholder and any voting or similar agreement the proposing stockholder has entered into with respect to our common stock.
To be timely, the notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the date of the prior year’s annual meeting of stockholders. If the annual meeting of stockholders is advanced by more than 30 days, or delayed by more than 60 days, from the anniversary of the preceding year’s annual meeting of stockholders, notice by the stockholder, to be timely, must be received no earlier than the 120th day prior to the annual meeting of stockholders and no later than the later of (i) the 90th day prior to the annual meeting of stockholders and (ii) the tenth day following the day on which we publicly announce the date of the annual meeting of stockholders if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting.
Each notice of nomination should include the nominee’s qualifications and other relevant biographical information and provide confirmation of the nominee’s consent to serve as a director. The Nominating and
13
Corporate Governance Committee will review the candidate’s background, experience and abilities, and the contributions the candidate can be expected to make to the collective functioning of the Board and the needs of the Board at the time. In prior years, candidates have been identified through recommendations made by directors, the President and Chief Executive Officer and third parties. The Nominating and Corporate
Governance Committee anticipates that it would use these sources as well as stockholder recommendations to identify candidates in the future.
Stockholder Communications with Directors. Stockholders may communicate with the Board or an individual director by sending a letter to the Board or to a director’s attention care of the Corporate Secretary of the Company at Light & Wonder, Inc., 6601 Bermuda Road, Las Vegas, NV 89119. The Corporate Secretary will open, log and deliver all such correspondence (other than advertisements, solicitations or communications that contain offensive or abusive content) to directors on a periodic basis, generally in advance of each Board meeting.
Attendance at Stockholders’ Meetings. The Company encourages directors to attend the annual stockholders’ meeting. Last year, seven of the ten directors standing for election attended the annual meeting.
Compensation Committee Interlocks and Insider Participation. None of the Compensation Committee members (i) has ever been an officer or employee of the Company or (ii) was a participant in a Related Person Transaction (as defined in “Certain Relationships and Related Person Transactions”) in 2022.2023. None of the Company’s executive officers serves, or in 20222023 served, as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving, or who in 20222023 served, as a member of the Board or the Compensation Committee.
Code of Business Conduct. The Board has adopted the Code, which applies to all of our officers, directors and employees. The Code sets forth fundamental principles of integrity and business ethics and is intended to ensure ethical decision making in the conduct of professional responsibilities. Among the areas addressed by the Code are standards concerning conflicts of interest, confidential information and compliance with laws, regulations and policies, including DEI and human rights. The full text of the Code can be accessed through the Investors — Corporate Governance link on our website at www.lnw.com.
Director Compensation
The following describes the compensation paid to each of our directors in 2022, excluding2023 is described below, other than the compensation of Matthew Wilson, our current President and Chief Executive Officer, and Mr. Cottle, our former President and Chief Executive Officer, who each also served on the Board during 2022,2023, and whose compensation is disclosed in the section entitled “Executive Compensation”. Mr. Marchetti was first elected to the Board effective January 15, 2024 and therefore did not receive any director compensation in 2023.
Non-Employee Director Compensation. The compensation program for Eligible Directors (as defined below) consists of annual retainers and equity awards (the “Eligible Director compensation program”). In 2022,2023, under the Eligible Director compensation program, Eligible Directors were entitled to receive:
(1)
an annual retainer for service on the Board of $90,000;
(2)
an annual retainer (in lieu of fees perfor service on a committee meeting) of $10,000 ($15,000,(or $15,000, in the case of the Audit Committee) for service on a committee;;
(3)
an annual retainer for the chair of the Audit Committee of $35,000;
(4)
an annual retainer for the chairs of the Compensation Committee and the Compliance Committee, and the Nominating and Corporate Governance Committeein each case, of $20,000 (and until November 1, 2023 and $25,000 thereafter;
(5)
an annual retainer for the chair of the AuditNominating and Corporate Governance Committee of $35,000);$20,000;
an annual retainer of $35,000 for the Lead Independent Director; and
14
(7)
an annual grant of restricted stock units (“RSUs”) with a grant date value of $210,000, vesting on the first anniversary of the grant date, provided the Eligible Director satisfied the Board’s attendance requirement for the prior calendar year, as discussed below.
An Eligible Director may elect to receive all or a portion of his or her cash retainers in the form of shares instead of cash. In 2022,2023, none of the Eligible Directors elected to receive shares in lieu of their cash retainers.
New Eligible Directors generally receive stock options for 10,000 shares of our common stock (with a four-year vesting schedule), in lieu of the annual grant of RSUs, upon joining the Board. Such award is intended to provide additional compensation over the course of the first four years a director serves in recognition of the additional effort required for a new director to familiarize himself or herself with the
Company and its businesses. In addition, in connection with Mr. Morro’s election to the Board, the Company agreed to provide Mr. Morro a sign-on award as an inducement for him to join the Board in light of the business opportunities and associated compensation that he would have to forgo. This award consisted of 6,936 RSUs with immediate vesting, and was granted to Mr. Morro on August 17, 2022. For 2022,2023, “Eligible Directors” consisted of all directors other than Mr. Marchetti, who commenced services as a director in 2024, and Messrs. Wilson Odell and CottleOdell and Ms. Korsanos, who were instead compensated based on their employment (in the case of Messrs. Wilson and, prior to his resignation, Cottle)Mr. Wilson) or consulting (in the case of Messrs.Mr. Odell and, following his resignation, Cottle, and Ms. Korsanos) agreement with the Company, as applicable. The compensation for Messrs.Mr. Wilson and Cottle is discussed in the section entitled “Executive Compensation”, and the compensation for each of Mr. Odell and Ms. Korsanos is described below.
The elements of the Eligible Director compensation program are periodically evaluated and determined by the Compensation Committee, which takes into account competitive director compensation data provided by its independent compensation consultant, Compensation Advisory Partners LLC, or CAP, for companies in a peer group of comparably sized companies in related industries as well as a general industry group of comparably sized companies. The Compensation Committee uses the comparative data provided by CAP as a general indicator of relevant market conditions, but does not set specific benchmark targets for total director compensation or for individual elements of the Eligible Director compensation program. In late 2023, following a review of comparative data provided by CAP as part of its regular review and evaluation of the competitiveness and structure of the Eligible Director compensation program, the Committee determined that the retainers provided for the chairpersons of the Compensation and Compliance Committees were not competitive relative to market, and approved a $5,000 increase in the retainers, from $20,000 to $25,000.
Awards of stock options and RSUs are subject to forfeiture if an Eligible Director leaves the Board prior to the scheduled vesting date for any reason, except that the vesting of such awards would accelerate in full upon an Eligible Director ceasing to serve on the Board due to death or disability.
The number of RSUs awarded to each Eligible Director in respect of his or her annual grant for 20222023 was determined by dividing the grant date value of $210,000 by the average of the high and low sales prices of our common stock on the trading day immediately prior to the grant date and rounding down to the nearest whole number. As a result, 3,8403,320 RSUs were awarded to each Eligible Director in 2022 (other than Mr. Morro, who joined the Board after the annual grant date for 2022, but who received a grant of 6,936 immediately vested RSUs as described above).2023.
Eligible Directors with unexcused absences exceeding 25% of the meetings held by the Board and committees on which they served in the prior year are not eligible to receive an annual award of RSUs except that Eligible Directors with less than six months of service in the prior year are not subject to such threshold with respect to the first grant made after becoming a director. All Eligible Directors serving at the time of grant (June 2022)2023) satisfied the attendance requirements applicable for the 20222023 annual awards.
As noted above, Mr. Regan and Ms. Vullo have notified the Board that they will not be standing for re-election. In light of each of their dedication, contributions and extensive service to the Board, the Compensation Committee determined that each of their outstanding RSU awards will vest on the scheduled vesting date in June 2024 and outstanding stock options held by Ms. Vullo will remain exercisable for a period of one year following the date of the 2024 annual meeting of stockholders. Mr. Regan does not hold any stock options.
Compensation Arrangements with Mr. Odell and Ms. KorsanosKorsanos.. Prior to being elected to the Board, Mr. Odell and Ms. Korsanos served as consultants to the Company and were compensated for such services pursuant to their consultantconsulting agreements with the Company. Since Mr. Odell and Ms. Korsanos were expected to continue to provide such services following their election to the Board, and such services were expected to increase, it was determined that Mr. Odell and Ms. Korsanos should continue to be compensated for their consulting services to the Company and should not participate in the Eligible Director compensation program.
15
Mr. Odell and Ms. Korsanos therefore receive annual consulting fees of $900,000 and $600,000, respectively, and do not receive any cash retainers or annual equity grants under the Eligible Director compensation program. In addition, in recognition of the value of the consulting services provided by Mr. Odell and Ms. Korsanos and the value unlocked by the acquisition in October 2020 by a group of long-term institutional investors of a 34.9% stake in the Company from MacAndrews & Forbes Incorporated, in which Mr. Odell and Ms. Korsanos played critical roles, and to further align their interests with stockholders and drive stock price growth, each of Mr. Odell and Ms. Korsanos received a one-time grant of 662,933 stock options. Vesting of these stock options was subject to achieving one or more stock price hurdles or continued servicesservice through a specified date. Since the stock price hurdles were achieved, all of the stock options are now vested.
In 2023, the Board, considering the significant increase in the Consumer Price Index since Mr. Odell and Ms. Korsanos entered into their fixed-fee consulting agreements in 2020, requested that CAP review the consulting fees and provide a recommendation regarding any potential increase in such fees. Following CAP’s review, it was determined that an increase in the fees was warranted, and Mr. Odell and Ms. Korsanos proposed, and the Compensation Committee agreed, for such increases to be in the form of RSUs. Each of Mr. Odell and Ms. Korsanos therefore received a grant of 6,413 and 4,252 RSUs, respectively, in lieu of increased consulting fees plus a grant of 10,000 RSUs in exchange for agreeing to a three-year extension of their consulting agreements. Each of the foregoing RSU awards, which were granted on December 11, 2023, vests in substantially equal installments on October 1 of each of 2024, 2025 and 2026.
Director Compensation for 20222023. The table below shows the compensation earned by each of our directors for 2022;2023, other than Messrs.Mr. Marchetti, who was first elected to the Board effective January 15, 2024, and therefore did not receive any director compensation in 2023, and Mr. Wilson, and Cottle, whose compensation is reflected in the Summary Compensation Table below.
| Name | | Fees Earned or Paid in Cash ($) | | Stock Awards ($)(1) | | Option Awards ($)(2) | | Total ($) | | | Fees Earned or Paid in Cash ($) | | Stock Awards ($)(1) | | Total ($) | | ||||||||||||||||||||||||||||
Jamie R. Odell | | | | 900,000(3) | | | | | — | | | | | — | | | | | 900,000 | | | | | | 900,000(2) | | | | | 1,384,519 | | | | | 2,284,519 | | | |||||||
Antonia Korsanos | | | | 600,000(3) | | | | | — | | | | | — | | | | | 600,000 | | | | | | 600,000(2) | | | | | 1,202,228 | | | | | 1,802,228 | | | |||||||
| Kneeland C. Youngblood | | | | 175,000(4) | | | | | 209,952 | | | | | — | | | | | 384,952 | | | | | | 185,000(3)(5) | | | | | 209,957 | | | | | 394,957 | | | |||||||
| Hamish R. McLennan | | | | 114,594(4) | | | | | 209,952 | | | | | — | | | | | 324,546 | | | | | | 120,822(3) | | | | | 209,957 | | | | | 330,779 | | | |||||||
Stephen Morro | | | | 47,562(4) | | | | | 399,999 | | | | | 375,131 | | | | | 822,692 | | | | | | 120,822(3) | | | | | 209,957 | | | | | 330,779 | | | |||||||
| Michael J. Regan | | | | 142,769(4) | | | | | 209,952 | | | | | — | | | | | 352,721 | | | | | | 135,000(3) | | | | | 209,957 | | | | | 344,957 | | | |||||||
| Virginia Shanks | | | | 103,333(4) | | | | | 209,952 | | | | | — | | | | | 313,285 | | | | | | 110,000(3) | | | | | 209,957 | | | | | 319,957 | | | |||||||
| Timothy Throsby | | | | 115,000(4) | | | | | 209,952 | | | | | — | | | | | 324,952 | | | | | | 115,000(3) | | | | | 209,957 | | | | | 324,957 | | | |||||||
| Maria T. Vullo | | | | 115,000(4) | | | | | 209,952 | | | | | — | | | | | 324,952 | | | | | | 115,000(3) | | | | | 209,957 | | | | | 324,957 | | | |||||||
(1)
Reflects the grant date fair value of RSUs awarded during 20222023 to all Eligible Directors, (includingas well as the sign-on RSUs awarded to Mr. MorroOdell and Ms. Korsanos in lieu of additional cash compensation in connection with his election to the Board on August 9, 2022)extension of their consulting agreements, as described above (consisting of a total of 16,413 and 14,252 RSUs, respectively, which vest in substantially equal installments over three years). The grant date fair values are computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”) and were determined by multiplying the number of shares subject to the award by the average of the high and low sales prices of our common stock on the trading day immediately prior to the grant date. For additional information, see Note 17 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.2023.
(2)
Reflects the consulting fees for Mr. Odell and Ms. Korsanos as described above.
Reflects annual retainers earned by Eligible Directors for 2022, except that in the case of Mr. Morro, the amounts are pro-rated to reflect the portion of the year he spent on the Board.2023. In the case of any Eligible Director who changes committee assignments during the year, the applicable retainers are subject to a pro-ratapro rata adjustment to reflect the amount of time spent on the applicable committee during the year.
As described above, during 2022,2023, Mr. Odell and Ms. Korsanos did not receive any additional compensation in respect of his or her services as a director.
16
![[MISSING IMAGE: bc_ceopayvstsr-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-053352/bc_ceopayvstsr-4c.jpg)
![[MISSING IMAGE: bc_ceopayvstsr-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-051245/bc_ceopayvstsr-4c.jpg)
![[MISSING IMAGE: bc_ceopayvsnetincome-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-053352/bc_ceopayvsnetincome-4c.jpg)
![[MISSING IMAGE: bc_ceopayvsnetincome-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-051245/bc_ceopayvsnetincome-4c.jpg)
![[MISSING IMAGE: bc_ceopayvsaebitda-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-053352/bc_ceopayvsaebitda-4c.jpg)
![[MISSING IMAGE: bc_ceopayvsaebitda-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-051245/bc_ceopayvsaebitda-4c.jpg)
![[MISSING IMAGE: px_24lnwproxy01pg01-bwlr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-051245/px_24lnwproxy01pg01-bwlr.jpg)
![[MISSING IMAGE: px_proxypg1lightwonder-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-053352/px_proxypg1lightwonder-bw.jpg)
![[MISSING IMAGE: px_proxypg2lightwonder-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-053352/px_proxypg2lightwonder-bw.jpg)
![[MISSING IMAGE: px_24lnwproxy01pg02-bwlr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-051245/px_24lnwproxy01pg02-bwlr.jpg)