DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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

WYNN RESORTS, LIMITED

(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(a)(I) and 0-11.

LOGO

Dear Shareholders,

Wynn Resorts experienced a record year—both financially and operationally—driven by the strength of our business and the solid leadership we have in place.

We doubled down on all that has made Wynn Resorts the gold standard in luxury hospitality, with exciting developments in food and beverage and innovative new products and services at both our existing and developing properties. We deployed our creative team at Wynn Design and Development in full force, with a particular focus on Wynn Al Marjan Island.

With this evident stability in our operations and financial results, our Nominating and Corporate Governance Committee had the ability to pause and examine our Board composition to ensure we have a strong mix of directors who have the right skills and experience to provide effective oversight of our current and future strategy. We homed in on the idea of bringing in an individual who has deep gaming experience as we focus on growth and diversification around the world. To that end, we are very pleased that Anthony Sanfilippo, former CEO and Chairman of Pinnacle Entertainment, has agreed to stand for election to our Board at this year’s Annual Meeting.

Anthony brings unrivaled experience in the hospitality and gaming industry. He is a seasoned executive with deep operational expertise—at Pinnacle Entertainment, he led significant growth of the company. Prior to joining Pinnacle, Anthony served as President and CEO of Multimedia Games Inc., then a publicly traded creator and supplier of technology systems and electronic gaming devices for the gaming industry and as a Division President at Caesar’s Entertainment. I had the great pleasure of working with Anthony for many years and am thrilled to welcome him to the Wynn Board—I am confident his impact will be significant.

Anthony is seeking to step into the shoes of Margaret “Dee Dee” Myers, who informed the Board of her intention not to seek re-election at this year’s Annual Meeting. We are deeply grateful to Dee Dee for all of her many contributions over the past eight years. Dee Dee joined Wynn Resorts in 2018 and provided invaluable counsel and leadership as we navigated a difficult time in our company’s history. On behalf of the entire Wynn Resorts Board, I would like to thank Dee Dee for her service.

With these changes, our board tenure averages approximately 6 years, below the S&P average and in-line with our commitment to ensuring a balance of longer-tenured directors with deep institutional knowledge and newer directors that bring fresh and diverse perspectives.

Our Board is strong and we are highly confident that we have the right leadership team in place, led by our CEO Craig Billings, and the right strategy to drive long-term value during an incredibly exciting time for our company.

Thank you for your investment in Wynn Resorts. We deeply appreciate your continued trust and confidence in the Board.

Sincerely,

LOGO

Philip G. Satre

Chair of the Board of Directors

LOGO

Dear Fellow Shareholders,

2024 was another incredible year for Wynn Resorts. We continue to raise the bar — exceeding guest expectations with one-of-kind programming, service excellence, and innovation — all of which helped us to deliver record performance. We have evolved our business thoughtfully, further distinguishing ourselves from our competition.

At Wynn Las Vegas, we continue to advance our programing at the property, in general, and in food and beverage, in particular, to better cater to fun-seeking, aspirational customers. To that end, later this year, the much-anticipated opening of the popular members-only club Zero Bond as well as the restaurants Sartiano’s and PISCES will further fuel our growth in that segment and serve as draws to the property overall.

In Macau, our combination of unique rooms, products and services drove healthy market share in that incredibly competitive market. We made targeted investments, including further reinventing our food and beverage strategy and rolling out digital tables and data science and machine learning capabilities, all of which will strengthen our appeal and marketing capabilities in the future.

Encore Boston Harbor continues to execute well, delivering healthy and stable growth and a strong customer experience. The opening of Seamark restaurant with its hidden speakeasy has been well received by guests and is becoming a social dining destination.

We also continued to make exciting moves to further expand our global presence. In January, we announced that we will acquire Crown London (Aspinalls), a small, members-only casino in the heart of London’s upscale Mayfair district. This opportunistic step for Wynn Resorts in a global gateway city will support our Wynn Al Marjan Island resort under construction in the United Arab Emirates.

We made solid progress on Wynn Al Marjan Island in 2024 and expect to top off construction at the end of this year. We have a strong and experienced management team on the ground. We remain confident in the attractiveness and significance of the value creation opportunity it represents. We believe it will be a ‘must see’ tourism destination in the UAE and will support strong long-term free cash flow growth for our Company.

We know that continuous evolution is the key to success, and this past year we took our efforts to the next level. While we keenly understand the importance of staying true to our legacy of excellence, we will continue to push the envelope to drive market leadership.

Finally, to our shareholders, I thank you for your continued support and input, and I encourage you to vote in support of the items we have described in this proxy statement.

Thank you for your investment in Wynn Resorts.

Sincerely,

LOGO

Craig S. Billings

Chief Executive Officer

Notice of the 2025 Annual Meeting of Shareholders of Wynn Resorts, Limited

The 2025 Annual Meeting of Shareholders (“Annual Meeting”) of Wynn Resorts, Limited (the “Company”) will be held as follows:

DATE AND TIME:

PLACE:

April 30, 2025

8:00 am ET

Virtual meeting conducted via live webcast accessed at this website:

http://www.virtualshareholdermeeting.com/WYNN2025

The Board of Directors unanimously recommends that you vote as follows on each of the following proposals, which are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting (the “Proxy Statement”).



THE ANNUAL MEETING WILL BE HELD FOR THE FOLLOWING PURPOSES:	BOARD RECOMMENDATION

1. To elect three Class II directors to serve until the 2028 Annual Meeting of Shareholders		FOR EACH DIRECTOR NOMINEE

2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025		FOR

3. To approve, on a non-binding advisory basis, the compensation of our named executive officers as described in the Proxy Statement		FOR

4. To consider and vote on a shareholder proposal requesting that the Board of Directors commission and disclose a report on the potential cost savings through the adoption of a smokefree policy for the Company’s properties		AGAINST

And to consider and transact such other business as may properly come before the Annual Meeting, or any adjournments or postponements thereof.

WHO CAN VOTE AND PARTICIPATE

Only the Company’s shareholders of record at the close of business on March 5, 2025, the record date fixed by the Board of Directors, are entitled to notice of, and to vote at, the Annual Meeting, and at any adjournments or postponements thereof. Only such shareholders, their proxy holders, and our invited guests may attend the Annual Meeting.

HOW TO PARTICIPATE IN THE VIRTUAL ANNUAL MEETING

To participate in the virtual Annual Meeting, visit http://www.virtualshareholdermeeting.com/WYNN2025, and log in using the 16-digit control number printed in the box marked by the arrow on your Notice of Internet Availability, proxy card or voter instruction form.

HOW TO VOTE

Further information and instructions regarding the Annual Meeting, the voting process, the quorum and the required votes for the approval of each of the proposals can be found in the “General Information” section starting on page 83.

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the Annual Meeting, it is important to read the Proxy Statement in its entirety and then cast your vote as promptly as possible.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THIS MEETING

The Proxy Statement and our Annual Report for the fiscal year ended December 31, 2024, are available at http://www.wynnresorts.com on the ”COMPANY INFO” page under the “Annual Meeting” heading.

Beginning on or about March 19, 2025, we sent to our shareholders either a printed copy of our proxy materials or a Notice of Internet Availability containing instructions on how to access our proxy materials electronically.

By Order of the Board of Directors,

LOGO

Jacqui Krum

Secretary

Las Vegas, Nevada

March 19, 2025

Table of Contents


2024 Highlights			1

OUR BOARD AND CORPORATE GOVERNANCE
- Governance			3
- Board Composition			4
- Director Biographies			6
- Board Independence			15
- Committees of the Board			16
- Board Leadership			20
- Board Role in Risk Oversight			20
- Non-Employee Director Compensation Table			24

OUR PEOPLE AND OUR STEWARDSHIP
- Who We Are			27
- Our People and Our Properties			27
- Executive Officers			28

COMPENSATION DISCUSSION AND ANALYSIS
- How We Approach Executive Compensation			32
- How We Designed Incentives in 2024			33
- Executive compensation components			34
- 2024 Compensation Design & Decisions			38

EXECUTIVE COMPENSATION TABLES
- Summary Compensation Table			51
- 2024 Grants of Plan-Based Awards Table			54
- Option Exercises and Stock Vested in 2024			57
- Potential Payments Upon Termination, Retirement or Change in Control			57


CERTAIN RELATIONSHIPS AND TRANSACTIONS			63

PAY RATIO DISCLOSURE			65

PAY VS. PERFORMANCE			66

SECURITY OWNERSHIP
- Certain Beneficial Ownership and Management			70

ITEMS TO BE VOTED ON
Proposal 1: Election of Directors			75
Proposal 2: Ratification of Appointment of Independent Auditors			75
- Audit and Other Fees			76
- Report of the Audit Committee			76
Proposal 3: Advisory Vote to Approve the Compensation of Named Executive Officers			79
Proposal 4: Shareholder proposal requesting that the Board of Directors commission and disclose a report on the potential cost savings through the adoption of a smokefree policy for the Company’s properties			80

GENERAL INFORMATION			82
Our 2025 Annual Meeting of Shareholders			82
- How You Can Vote			83
- Shareholder Nominations and Proposals			85
- Annual Report			85
- Other Business			86

LOGO

2024 Highlights


LAS VEGAS OPERATIONS	ENCORE BOSTON HARBOR	MACAU OPERATIONS

$946.8M	$247.1M	$1,175.6M

Adjusted Property EBITDAR⁽¹⁾ – the highest ever recorded	Adjusted Property EBITDAR⁽¹⁾	Adjusted Property EBITDAR⁽¹⁾

«««««

5-STAR AWARDS FROM FORBES TRAVEL GUIDE

– The most of any

independent hotel company

in the world

17^thYear

INCLUDED IN FORTUNE

MAGAZINE’S MOST ADMIRED

COMPANIES

PURSUING GROWTH OPPORTUNITIES

• Significantly advanced construction of Wynn Al Marjan Island, our 40%-owned planned integrated resort in the UAE, now reaching the 38^th floor of the hotel tower

• Continued to pursue downstate New York gaming license in partnership with Related Companies to develop an integrated resort in Manhattan’s Hudson Yards

• Continued to advance design and planning efforts for non-gaming capital expenditure commitments related to the 10-year concession agreement in Macau

STRENGTHENED BALANCE SHEET & RETURNED CAPITAL TO SHAREHOLDERS

• Strengthened the balance sheet and enhanced our liquidity position through the net repayment of $1.2 billion in aggregate principal amount of debt during the year, resulting in approximately $69 million of annual interest expense savings, and the successful refinancing of our remaining 2025 debt maturities

• Continued Wynn Resorts quarterly dividend of $0.25 per share and opportunistically repurchased $386 million of shares, representing approximately 4.0% of shares outstanding as of December 31, 2024

• Hosted our first Investor Day since pre-COVID during the Global Gaming Expo in October 2024, which was attended by more than 50 equity investors, 15 sell-side analysts, and individuals representing some of the world’s largest fixed income asset managers

(1) Adjusted Property EBITDAR is a net income (loss) before interest, income taxes, depreciation and amortization, pre-opening expenses, impairment of goodwill and intangible assets, property charges and other expenses, triple-net operating lease rent expense related to Encore Boston Harbor, management and license fees, corporate expenses and other expenses (including intercompany golf course, meeting and convention, and water rights leases), stock-based compensation, change in derivatives fair value, loss on debt financing transactions, and other non-operating income and expenses. See our Annual Report on Form 10-K for the year ended December 31, 2024 (Item 8, Note 20—“Segment Information” to our Consolidated Financial Statements) for the definition of “Adjusted Property EBITDAR” and a reconciliation of Adjusted Property EBITDAR to net income/loss attributable to Wynn Resorts.

LOGO

Governance

WHO WE ARE

Our corporate governance practices reflect our commitment to accountability, effective risk oversight, and decision-making aligned with our shareholders’ interests and designed to enhance long-term shareholder value, and are grounded in sound governance principles.


GOVERNANCE PRINCIPLES		CORPORATE GOVERNANCE PRACTICE
ACCOUNTABILITY TO SHAREHOLDERS		✓ Our common stock is our only outstanding class of stock, with one vote per share
ACCOUNTABILITY TO SHAREHOLDERS		✓ Our directors are elected by a majority vote standard in uncontested elections
EFFECTIVE RISK OVERSIGHT		✓ Our full Board assesses risks to the Company’s long-term strategic objectives, including threats related to our people, our communities and our planet
		✓ Our full Board oversees cybersecurity risk and information security risks
		✓ An independent Compliance Committee comprised of three individuals who are not otherwise unaffiliated with the Board and the Company oversees and promotes compliance and ensures that the Company meets its strict policy to conduct business at the highest levels of honesty and integrity
RISK MITIGATION AND ALIGNMENT OF INTERESTS		✓ We have robust share ownership guidelines for executive officers and directors
		✓ We have a clawback policy that provides for the recoupment of certain incentive-based compensation received by our current and former executive officers in the event the Company is required to prepare an accounting restatement due to material noncompliance with its financial reporting requirements
		✓ Our directors and executive officers are prohibited from engaging in speculative transactions in the Company’s securities, such as trading in puts and calls, or selling securities short, and from all hedging and prospective pledging of Company securities as collateral for any loan

LOGO

BOARD COMPOSITION



INDEPENDENT CHAIR The separation of the roles of Chair and CEO are enshrined in our Bylaws		89% BOARD INDEPENDENCE Eight of our nine directors are independent

67% CEO EXPERIENCE 6 of our 9 directors and director nominees have performed or are currently performing CEO roles		6 YEARS AVERAGE DIRECTOR TENURE Seven of our eight independent directors were appointed since 2018

Our Board currently has nine members: Philip Satre, who serves as independent Chair of the Board, Betsy Atkins, Craig Billings, our Chief Executive Officer, Richard Byrne, Paul Liu, Patricia Mulroy, Margaret Myers, Darnell Strom, and Winifred Webb.

Mr. Billings and Ms. Webb have been nominated for re-election at the 2025 Annual Meeting, and, following a search process undertaken by the Nominating and Governance Committee, Mr. Sanfilippo was determined to be a qualified candidate for director and has been nominated for election as a Class II director at the Annual Meeting. Ms. Myers is not standing for re-election. We appreciate her valuable contributions to the Board over the past 8 years and wish her the best in her future pursuits.

DIRECTOR SKILLS AND EXPERIENCE

The table and biographies below highlight the key skills and experiences that our director nominees and continuing directors have developed through education, direct experience and oversight responsibilities. The details of how each expertise was gained are included in each individual’s biography. We believe these collective qualities, skills, experiences and attributes are essential to the Board’s ability to provide independent oversight, exercise its risk oversight function and to guide the Company to long-term, sustainable shareholder value.

LOGO

If an individual director is not listed as having a particular attribute, it does not signify an individual’s lack of ability to contribute in that specific area. Rather, it is intended to depict notable areas of focus.

ATKINS

BILLINGS

BYRNE

LIU

MULROY

SANFILIPPO

SATRE

STROM

WEBB

GAMING OR OTHER REGULATED INDUSTRY

Government, regulatory and public policy experience enhances the Board’s risk oversight of our business which operates within a highly regulated industry

TRAVEL, LEISURE, HOSPITALITY & ENTERTAINMENT

Experience in a customer-centric industry is key to the Board’s ability to understand consumer needs and identify changes in consumer trends

EXECUTIVE LEADERSHIP

Experience as a public company executive empowers the Board’s oversight of our growth strategies and operating plans

OUTSIDE PUBLIC BOARDS

Corporate governance fluency provides additional shareholder and stakeholder perspectives

FINANCE & ACCOUNTING

Financial expertise provides greater understanding of internal controls over financial reporting, disclosures, and capital allocation strategy

CYBERSECURITY & DATA PRIVACY

Technology and information security expertise enhances the Board’s risk oversight of data and privacy management and cybersecurity

GEOPOLITICAL AFFAIRS

Experience in navigating geopolitical risks and opportunities enhances the Board’s oversight of risks related to international operations and foreign market access

REAL ESTATE & PROJECT CONSTRUCTION

Experience in real estate and ground-up development informs the Board’s oversight of operational and developmental strategies

ENVIRONMENTAL & SUSTAINABILITY

Hands-on expertise driving real-world sustainability processes empowers the Board’s oversight of corporate responsibility initiatives

Male Director

Female Director

Racially/Ethnic Diverse Director

* Denotes those designated as Audit Committee financial experts.

LOGO

Director Biographies Biographical and other information for our director nominees and continuing directors is provided below.

Betsy S. Atkins Chief Executive Officer and Founder, Baja Corporation

Ms. Atkins has been Chief Executive Officer and Founder of Baja Corporation, an independent venture capital firm focused on technology, renewable energy and life sciences, since 1994. Ms. Atkins currently serves as a director of Solaredge Technologies, Inc. (since June 2021), Enovix Corporation (since July 2021) and Rackspace Technology, Inc (since June 2023).


		PREVIOUS EXPERIENCE – February 2009 to August 2009: Chair and Chief Executive Officer, Clear Standards (until acquired by SAP, AG) – 1991 to 1993: Chair and Chief Executive Officer, NCI, Inc. – 1989 to 1999: Co-founder, Director, Executive Vice President Sales, Marketing, International Operations, Ascend Communications (until acquired by Lucent Technologies) – Previously served as director of Chico’s FAS, Ciber, Cognizant Technology Solutions, Darden Restaurants. HD Supply Holdings, Polycom, Schneider Electric, SL Green Realty, Corp., SunPower Corporation, , Volvo Car Group, and NASDAQ – Formerly Chair, Executive Advisory Board, SAP, AG, and Chair, Executive Advisory Board, British Telecom and presidential-appointee to the Pension Benefit Guaranty Corporation advisory committee EDUCATION Ms. Atkins graduated with a B.A. from the University of Massachusetts. EXPERTISE Ms. Atkins brings to our Board executive leadership and operational experience in various technology, food & beverage and retail industries, as well as significant public board experience and executive compensation, sustainability and enterprise risk management expertise.
Director Since	April 2018
Term Expires	2027 Annual Meeting
Age	71
Board Committees:	Compensation (Chair), Nominating and Corporate Governance

SKILLS AND QUALIFICATIONS



Gaming or Other Regulated Industry		Ms. Atkins served as a director of NASDAQ, dealing closely with the Financial Industry Regulatory Authority, Inc., and as a member of the advisory board of the Pension Benefit Guaranty Corporation.

Travel, Leisure, Hospitality & Entertainment		Ms. Atkins served as a director of Darden Restaurants, an owner and operator of numerous restaurant chains.

Executive Leadership		Ms. Atkins served as the Chair and Chief Executive Officer of NCI, Inc; Chair and Chief Executive Officer of Clear Standards.

Outside Public Boards		Ms. Atkins currently serves as a director of Solaredge Technologies, Inc., Enovix Corporation, and Rackspace Technology, and previously as a director of Chico’s FAS, Ciber, Cognizant Technology Solutions, Darden Restaurants. HD Supply Holdings, Polycom, Schneider Electric, SL Green Realty, Corp., SunPower Corporation, Volvo Car Group, and NASDAQ.

Cybersecurity & Data Privacy		Ms. Atkins is the Chief Executive Officers and Founder of Baja Corp., an independent venture capital firm with recent investments in cyber security software and technology. Ms. Atkins has earned a CERT Certificate in Cyber-Risk Oversight.

Real Estate & Project Construction		Ms. Atkins served as a director of SL Green Realty Corp., a fully integrated New York-focused public real estate investment trust from 2015 to 2024.

Environmental & Sustainability		Ms. Atkins served as the Chair and Chief Executive Officer of Clear Standards (acquired by SAP, AG), which provided Enterprise Carbon Management Sustainability software to help organizations measure, mitigate, and monetize carbon and other resources; a director of SunPower Corporation a renewable energy company; a director of Darden Restaurants Inc., which was then focused on its ESG, community programs and ethnic inclusion programs; and a director of Volvo Car Group, focusing on global ESG programs for community engagement and carbon neutrality sustainability.

LOGO

Craig S. Billings Chief Executive Officer, Wynn Resorts, Limited

Mr. Billings has served as the Company’s Chief Executive Officer since February 1, 2022, and as President from March 2019 until May 2020 when he became Chief Executive Officer of Wynn Interactive. Mr. Billings joined the Company in March 2017 and served as Chief Financial Officer until he was selected as Chief Executive Officer. Mr. Billings is also the Chief Executive Officer and an Executive Director of Wynn Macau, Limited, a majority owned subsidiary of the Company. Mr. Billings serves as a director of AppLovin Corporation.


		PREVIOUS EXPERIENCE – 2015 to 2018: Director and Non-Executive Chair, NYX Gaming Group – 2015 to 2017: Gaming industry independent advisor and investor – 2012 to 2015: Chief Digital Officer, Strategy & Business Development Managing Director, various roles, Aristocrat Leisure Ltd. – Previously Vice President in the Investment Banking Division of Goldman Sachs in both New York and London, covering the gaming industry – Previously audit and assurance manager at Deloitte EDUCATION Mr. Billings graduated with a B.S. cum laude in Accounting from the University of Nevada, Las Vegas, and received a Masters of Business Administration from Columbia Business School. Mr. Billings is a Certified Public Accountant (inactive). EXPERTISE Mr. Billings has extensive leadership and innovation experience in the gaming industry, both domestically and internationally, as well as experience in the investment banking and financial services industries.
Director Since	February 2022
Term Expires	2025 Annual Meeting
Age	52

SKILLS AND QUALIFICATIONS



Gaming or Other Regulated Industry		Mr. Billings was a Vice President of Investment Banking for Goldman Sachs focusing on financing and mergers and acquisitions for the gaming industry; Chief Digital Officer and Managing Director, Strategy and Business Development of Aristocrat, a leading gaming equipment manufacturer and online gaming provider. Mr. Billings also served as non-executive director and Chairman of NYX, a regulated sports betting company.

Travel, Leisure, Hospitality & Entertainment		In his role as CEO, Mr. Billings leads Wynn Resort’s strategy to develop a broad array of luxury experiences in hotel, entertainment, and culinary arts.

Executive Leadership		Mr. Billings is the current Chief Executive Officer and former President and Chief Financial Officer of Wynn Resorts.

Outside Public Boards		Mr. Billings serves as a director and chair of the compensation committee of Applovin Corporation, an AI-driven advertising technology leader.

Finance & Accounting		Mr. Billings is the former CFO of Wynn Resorts and has previously served as a Vice President of Investment Banking at Goldman Sachs and an audit and assurance manager at Deloitte.

Real Estate & Project Construction		Mr. Billings was a member of the executive team that opened Encore Boston Harbor in 2019 and is developing Wynn Al-Marjan Island.

Cybersecurity & Data Privacy		Mr. Billings lead cyber security efforts both with the Company in his capacity as Chief Financial Officer and previously in his development roles at technology companies.

Geopolitical Affairs		Mr. Billings has served as a member of the board of directors on the US-China Business Council since 2022.

LOGO

Richard J. Byrne CEO, Chair of the Board of Franklin BSP Realty Trust, Inc.

Mr. Byrne is Chair of the Board and CEO of Franklin BSP Realty Trust, Inc., a publicly-traded commercial real estate finance company, which is externally managed by Benefit Street Partners L.L.C. (a wholly owned subsidiary of Franklin Resources, Inc.), where Mr. Byrne has served as President since 2013. In addition, Mr. Byrne serves as Chief Executive Officer and Chair of the Board for two related non-publicly traded business-development companies regulated by the Investment Company Act of 1940: Franklin BSP Lending Corp. since 2016 and Franklin BSP Capital Corp. since 2020. Mr. Byrne is also the Founder and Chief Executive Officer of KASAI Elite Grappling Championships.


		PREVIOUS EXPERIENCE – 1999 to 2013: Chief Executive Officer, Deutsche Bank Securities, Inc. (2008-2013); Global Co-Head of Capital Markets at Deutsche Bank (2006-2013); member of the Global Banking Executive Committee and the Global Markets Executive Committee (2001-2010) – 1985 to 1999: Global Co-Head of the Leveraged Finance Group and Global Head of Credit Research at Merrill Lynch & Co. – Highly-ranked credit research analyst, principally in the gaming, lodging and leisure sector EDUCATION Mr. Byrne graduated with a B.A. from Binghamton University and a Master of Business Administration from the Kellogg School of Management at Northwestern University. EXPERTISE Mr. Byrne has extensive high-level experience in the investment banking and financial services industries, adding expertise in corporate finance and substantial knowledge of the public and private capital markets to our Board. Mr. Byrne also has a deep background in the casino resort industry.
Director Since	August 2018
Term Expires	2026 Annual Meeting
Age	64
Board Committees:	Audit (Financial Expert) Compensation

SKILLS AND QUALIFICATIONS



Gaming or Other Regulated Industry		Each of the entities where Mr. Byrne serves or served in executive capacities are regulated by various state and federal agencies, including the SEC and FINRA. Further, throughout his career with both Merrill Lynch and Deutsche Bank, Mr. Byrne was a top-ranked research analyst in casino gaming.

Executive Leadership		Mr. Byrne was Chief Executive Officer of Deutsche Bank Securities, Inc., and was also the global head of capital markets at Deutsche Bank and a member of their global banking and global markets executive committees. Before joining Deutsche Bank, Mr. Byrne was global co-head of the leveraged finance group and global head of credit research at Merrill Lynch.

Outside Public Boards		Mr. Byrne serves as a director and Chairman of Franklin BSP Realty Trust, Inc.

Finance & Accounting		Mr. Byrne ran global leveraged finance at Merrill Lynch & Co. He served in many capacities at Deutsche Bank, including global head of capital markets, and ultimately, chief executive officer of Deutsche Bank Securities until 2013. He has been the president of Benefit Street Partners, LLC, an alternative asset management firm, since 2013.

Real Estate & Project Construction		Franklin BSP Realty Trust, Inc., where Mr. Byrne is CEO and Chair of the Board, is a real estate investment trust that originates, acquires and manages a diversified portfolio of commercial real estate debt secured by properties located in the United States.

LOGO

Paul Liu Former Partner, Egon Zehnder, AG

Mr. Liu has significant professional experience in hospitality, entertainment, and financial services both in China and the Asia Pacific region, most recently serving as a Partner at Egon Zehnder, AG where he led the Services Practice in the Asia Pacific region with a focus on hotels and hospitality, serving multinational and Chinese companies.


		PREVIOUS EXPERIENCE – 2011-2023 Consultant / Partner, Egon Zehnder, AG, Services Practice Group for Greater China and Asia Pacific – 2009-2011 Chief Operating Officer, China, Anschutz Entertainment Group (“AEG”) – 2000-2007 Executive Director and Chief Financial Officer, Three on the Bund – Previous roles with multinational investment banks EDUCATION Mr. Liu graduated with a B.A. in 1983, from the University of Michigan, and an M.A. from Johns Hopkins University School of Advanced International Studies in 1986. EXPERTISE Mr. Liu has significant professional experience in hospitality, entertainment, financial services, as well as talent management and appraisal, both in China and the Asia Pacific region. Most recently he served as a Partner at Egon Zehnder AG where he led the Services Practice in the Asia Pacific region with a focus on hotels and hospitality, serving multinational and Chinese companies.
Director Since	August 2023
Term Expires	2027 Annual Meeting
Age	65
Board Committees:	Audit

SKILLS AND QUALIFICATIONS



Finance & Accounting		Mr. Liu was in banking for 14 years based in New York and Hong Kong, serving in corporate finance, asset management and capital markets roles. Mr. Liu has served previously as Chief Financial Officer for Three on the Bund, an iconic Shanghai destination, and as Chief Operating Officer, China for AEG, which included responsibility for finance.

Real Estate & Project Construction		Mr. Liu has overseen several hospitality and lifestyle-related construction projects and negotiated luxury retail partnerships.

Travel, Leisure, Hospitality & Entertainment		Mr. Liu was a founder of Three on the Bund, an iconic lifestyle development on the Shanghai Bund. He also managed the build-out of the AEG China operations during the design and construction of the Shanghai World Expo Performing Arts Center (now the Mercedes-Benz arena).

LOGO

Patricia Mulroy Non-Resident Senior Fellow for Climate Adaptation & Environmental Policy, Practitioner in Residence, Saltman Center for Conflict Resolution, William S. Boyd School of Law, University of Nevada, Las Vegas

Ms. Mulroy is currently a Non-Resident Senior Fellow for Climate Adaptation and Environmental Policy and Practitioner in Residence at the Saltman Center for Conflict Resolution at the William S. Boyd School of Law at the University of Nevada, Las Vegas, joining them after having served as a Non-Resident Senior Fellow of the Brookings Institute. She serves as a director of Bowman Consulting, Inc., a publicly traded engineering consulting firm. Ms. Mulroy operates a consulting firm representing both corporate and government clients in water matters. Ms. Mulroy is a recognized expert in climate related adaptation strategies for both governments and corporations having worked with organizations such as the World Bank in China and with the government of Saudi Arabia on their Project Neon. Ms. Mulroy formerly was a member of the Global Agenda Council on Water of the World Economic Forum and still serves as a Water Advisor to the organization.


		PREVIOUS EXPERIENCE – July 2014 to October 2015: served on the Nevada Gaming Commission – 1995 to 2014: Nevada’s representative in all interstate, national and international negotiations and matters regarding the Colorado River negotiating numerous groundbreaking interstate agreements and international treaty modifications. – 1993 to 2014: Chief executive of the Southern Nevada Water Authority – 1989 to 2014: Chief executive of the Las Vegas Valley Water District EDUCATION Ms. Mulroy graduated with a B.A. and M.A. from the University of Nevada, Las Vegas and pursued doctoral studies at Stanford University. EXPERTISE Ms. Mulroy brings more than 30 years of government experience to the Board, serving in numerous leadership roles focusing on Nevada’s public infrastructure. Additionally, Ms. Mulroy’s experience on the Nevada Gaming Commission brings experience and insight into state regulatory and public policy issues impacting the Company’s operations.
Director Since	October 2015
Term Expires	2026 Annual Meeting
Age	72
Board Committees:	Audit Nominating and Corporate Governance (Chair)

SKILLS AND QUALIFICATIONS



Gaming or Other Regulated Industry		Ms. Mulroy served as a member of the Nevada Gaming Commission.

Outside Public Boards		Ms. Mulroy serves as a director of Bowman Consulting, Inc., a publicly traded engineering consulting firm.

Geopolitical Affairs		Ms. Mulroy served as a member of the Global Agenda Council on Water of the World Economic Forum and continues to serve as a Water Advisor to the organization.

Real Estate & Project Construction		As the chief executive of the Southern Nevada Water Authority, Ms. Mulroy managed several massive construction projects to protect the Las Vegas community from water shortages and to ensure state-of-the-art water infrastructure and treatment facilities.

Environmental & Sustainability		Ms. Mulroy is an acknowledged expert in environmental strategies having represented both governments and companies in water matters. She was the chief executive of the Southern Nevada Water Authority which is responsible for all regional water management and facilities serving Southern Nevada and its 3 million inhabitants and 42 million annual visitors.

SEC Form DEF 14A filed by Wynn Resorts Limited