LAS VEGAS SANDS CORP — Proxy Solicitation & Information Statement 2025

Apr 3, 2025

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 (Amendment No. )

þ Filed by the Registrant o Filed by a Party other than the Registrant

Las Vegas Sands Corp.

Check the appropriate box:
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þ	Definitive Proxy Statement
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o	Soliciting Material Pursuant to § 240.14a-12

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Table of Contents

LETTER FROM

THE CHAIRMAN

You are cordially invited to attend the 2025

Annual Meeting of Stockholders of Las

Vegas Sands Corp. (the “Company”), which

will be held virtually on May 15, 2025 at

11:00 a.m. Pacific time. We believe the

environmentally-friendly virtual meeting

format will provide expanded access,

improved communication, and cost savings

for our stockholders and the Company. You

will not be able to attend the annual

meeting in person.

Details regarding admission to the meeting

and the business to be presented at the

meeting can be found in the accompanying

Notice of Annual Meeting and Proxy

Statement.

We are pleased to take advantage of the

Securities and Exchange Commission rules

that allow companies to furnish proxy

materials to stockholders via the Internet.

We believe these rules allow us to provide

our stockholders with the information they

need, while lowering the costs of delivery

and reducing the environmental impact of

producing and distributing materials for our

annual meeting. Accordingly, we are

sending a Notice of Internet Availability of

Proxy Materials (the “Notice”) to our

stockholders of record and beneficial

owners, unless they have directed us to

provide the materials in a different manner.

The Notice provides instructions on how to

access and review all of the important

information contained in the accompanying

Proxy Statement and Annual Report to

Stockholders, as well as how to submit a

proxy by telephone or over the Internet. If

you receive the Notice and would still like

to receive a printed copy of our proxy

materials, instructions for requesting these

materials are included in the Notice. The

Company plans to mail the Notice to

stockholders by April 3, 2025 . The

Company will continue to mail a printed

copy of this Proxy Statement and form of

proxy to certain stockholders, and it

expects that mailing will begin on or about

April 3, 2025 .

“I would like to thank you, our

stockholders, as well as our dedicated

Team Members and other stakeholders

in our Company for their support in

1. It is my privilege to lead a

company with a market-leading portfolio

of Integrated Resorts in both Macao and

Singapore. We expect to deliver

industry-leading growth in the years

ahead. Our decades-long commitment

to making investments designed to

enhance the business and leisure

tourism appeal of both Macao and

Singapore remains steadfast. We will

continue to invest in those opportunities

while pursuing new development

opportunities in new markets. We are

fortunate that our balance sheet strength

allows us to pursue these opportunities

while continuing to return excess capital

to stockholders.”

Your vote is important. Whether or not

you are able to attend, it is important

your shares be represented at the

meeting. Please follow the instructions in

the Notice and vote as soon as possible.

Yours sincerely,

ROBERT G. GOLDSTEIN

Chairman of the Board and

Chief Executive Officer

April 3, 2025

“Sands continued to execute its strategic

objectives during 2024. We delivered growth

across a range of financial metrics, including

net revenues, adjusted property EBITDA and

earnings per share. We also continued to

execute our capital investment programs in

both Macao and Singapore while increasing

the return of capital to stockholders.

In Macao, in our first full year of operations

following the lifting of travel restrictions, our

market-leading portfolio of assets delivered

growth. We also continued to execute our

capital investment program at The Londoner

Macao, which should be substantially

completed in the second quarter of 2025. We

believe The Londoner will deliver strong

growth and healthy returns on invested

capital in the years ahead.

In Singapore, we delivered outstanding

financial and operating results in 2024.

Marina Bay Sands achieved record adjusted

property EBITDA of over $2.0 billion for the

year. Our ongoing capital expenditure

program at Marina Bay Sands will be

substantially completed in the second quarter

of 2025. Our investments have meaningfully

enhanced and expanded our premium suite

and luxury tourism offerings in Singapore.

Looking ahead, we remain enthusiastic about

our development of what will essentially be an

additional Integrated Resort adjacent to

Marina Bay Sands, which is targeted to open

in 2031. This unique development will

enhance our Company’s growth opportunities

in Singapore and contribute to the city’s

business and leisure tourism appeal in the

decades ahead.

Our balance sheet strength continued to

enable us to execute our significant capital

investment programs in both Macao and

Singapore, while increasing the return of

capital to stockholders during the year.”

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May 15, 2025

11:00 a.m. Pacific Time

Location

Access via https://web.lumiconnect.com/282745561 and enter

the 11-digit control number on the proxy card or Notice of

Availability of Proxy Materials you previously received and the

meeting password, sands2025

NOTICE

of Annual Meeting of

Stockholders

The annual meeting of stockholders of Las Vegas Sands

Corp., a Nevada corporation (the “Company”), will be held

online on May 15, 2025 , at 11:00 a.m. Pacific time, for the

following purposes:

1. to elect nine directors to the Board to serve until the

2026 Annual Meeting of Stockholders;

1. to ratify the appointment of our independent registered

public accounting firm;

1. to vote on an advisory (non-binding) proposal to

approve the compensation of the named executive

officers; and

1. to transact such other business as may properly come

before the meeting or any adjournments or

postponements thereof.

By Order of the Board,

D. Zachary Hudson

Executive Vice President,

Global General Counsel and Secretary

April 3, 2025

Stockholders of record at the close of business on

March 17, 2025 , are entitled to notice of and to vote at

the meeting. A complete list of the stockholders

entitled to vote at the meeting shall be open to the

examination of any stockholder for any purpose

germane to the meeting, during the meeting and

during ordinary business hours for a period of at least

10 days prior to the meeting, at the Company’s

executive offices, located at 5420 S. Durango Drive,

Las Vegas, Nevada 89113.

PLEASE FOLLOW THE INSTRUCTIONS IN THE COMPANY’S NOTICE OF INTERNET

AVAILABILITY OF PROXY MATERIALS TO VOTE YOUR PROXY.

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS: — Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.	INTERNET Visit the website on your proxy card	BY TELEPHONE Call the telephone number on your proxy card	BY MAIL Sign, date and return your proxy card if you received a paper copy	DURING THE VIRTUAL MEETING Follow the instructions on your proxy card

Table of Contents

TABLE OF CONTENTS

1	PROXY SUMMARY
4	CORPORATE RESPONSIBILITY OVERVIEW
6	CORPORATE GOVERNANCE OVERVIEW
7	STOCKHOLDER ENGAGEMENT
8	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
11	BOARD OF DIRECTORS NOMINEES
16	INFORMATION REGARDING THE BOARD AND ITS COMMITTEES
	16	Board of Directors
	17	Board Committees
	19	Non-Board Committees
	19	Succession Planning and Development
20	CORPORATE GOVERNANCE
25	EXECUTIVE OFFICERS
26	COMPENSATION DISCUSSION AND ANALYSIS
	26	2024 Key Accomplishments & Financial Results
	28	Compensation Best Practices
	29	Our Executive Compensation Program
	30	Major Elements of Named Executive Officer Compensation
	39	Tax and Accounting Considerations Relating to Executive Compensation
	39	Executive Compensation Related Policies and Practices
	41	Advisory Vote on Executive Compensation
	41	The Committee’s Compensation Consultants
43	COMPENSATION COMMITTEE REPORT
44	EXECUTIVE COMPENSATION AND OTHER INFORMATION
	44	2024 Summary Compensation Table
	45	All Other Compensation for 2024
	46	2024 Grants of Plan-Based Awards
	47	Outstanding Equity Awards at 2024 Fiscal Year- End
	48	Option Exercises and Stock Vested in 2024
	48	Potential Payments Upon Termination or Change in Control
	57	Potential Payments/Benefits Upon Termination of Employment for 2024

58	PAY-VERSUS-PERFORMANCE
	58	2024 Pay-Versus-Performance Table
	59	Comparative Disclosure
	62	Most Important Performance Measures
63	CEO PAY RATIO
64	DIRECTOR COMPENSATION
66	EQUITY COMPENSATION PLAN INFORMATION
67	AUDIT COMMITTEE REPORT
68	FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
69	CERTAIN TRANSACTIONS
	69	Support Services Agreement
	69	Registration Rights Agreement
	69	Transactions Relating to Aircraft
	71	Other Transactions
	71	Property and Casualty Insurance
72	PROPOSAL NO.1: ELECTION OF DIRECTORS
73	PROPOSAL NO.2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
74	PROPOSAL NO.3: AN ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION
75	PROXY STATEMENT
79	TIMEFRAME FOR STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
80	OTHER INFORMATION
A- 1	ANNEX A: NON-GAAP MEASURES

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Forward-Looking Statements

This proxy statement contains forward-looking statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation

Reform Act of 1995. These forward-looking statements include the discussions of our business strategies and expectations concerning

future operations, margins, profitability, liquidity, capital resources and corporate responsibility initiatives. In addition, in certain portions

included in this proxy statement, the words “anticipates,” “believes,” "continues," “estimates,” “expects,” "intends," "may," “plans,” “positions,”

“remains,” “seeks,” “will,” "would" and similar expressions, as they relate to our Company or management, are intended to identify forward-

looking statements. Although we believe these forward-looking statements are reasonable, we cannot assure you any forward-looking

statements will prove to be correct. These statements represent our expectations, beliefs, intentions or strategies concerning future events

that, by their nature, involve a number of risks, uncertainties or other factors beyond our control, which may cause our actual results,

performance, achievements or other expectations to be materially different from any future results, performance, achievements or other

expectations expressed or implied by these forward-looking statements . These factors include, but are not limited to, the risks associated

with: our gaming license in Singapore and concession in Macao and amendments to Macao's gaming laws; general economic conditions;

disruptions or reductions in travel and our operations due to natural or man-made disasters, pandemics, epidemics or outbreaks of

infectious or contagious diseases; our ability to invest in future growth opportunities, or attempt to expand our business in new markets and

new ventures, execute our capital expenditure programs at our existing properties and produce future returns; government regulation; the

extent to which the laws and regulations of mainland China become applicable to our operations in Macao and Hong Kong; the possibility

that economic, political and legal developments in Macao adversely affect our Macao operations, or that there is a change in the manner in

which regulatory oversight is conducted in Macao; our subsidiaries’ ability to make distribution payments to us; substantial leverage and

debt service; fluctuations in currency exchange rates and interest rates; our ability to collect gaming receivables; win rates for our gaming

operations; risk of fraud and cheating; competition; tax law changes; political instability, civil unrest, terrorist acts or war; legalization of

gaming; insurance; the collectability of our outstanding loan receivable; limitations on the transfers of cash to and from our subsidiaries;

limitations of the pataca exchange markets; restrictions on the export of the renminbi; and other risks and uncertainties detailed in Annual

Reports on Form 10-K and Quarterly Reports on Form 10-Q filed by Las Vegas Sands Corp. with the Securities and Exchange Commission .

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date such statements

are made. Las Vegas Sands Corp. assumes no obligation to update any forward-looking statements and information.

LAS VEGAS SANDS 2025 Proxy Statement 1

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PROXY SUMMARY

— FISCAL 2024 FINANCIAL AND OPERATIONAL HIGHLIGHTS

$11.30B Net Revenue $1.75B Net Income $2.34B Capital Returned to Stockholders $4.38B Adjusted Property EBITDA (1)

(1) Refer to Annex A, which includes a reconciliation of non-GAAP adjusted property EBITDA to net income.

— 2024 : A YEAR OF TRANSFORMATIONAL INVESTMENT IN OUR ASIA ASSETS FORMS THE

PLATFORM FOR FUTURE GROWTH

The recoveries in travel to Singapore and Macao, which began in 2022 and 2023, respectively, continued their positive

momentum in 2024. Our senior executive team was focused on taking advantage of improving market conditions to grow

operating cash flow in both those locations, most notably in Singapore where we delivered another record adjusted property

EBITDA performance. However, 2024 was also a year in which our senior leadership team was heavily focused on

executing objectives we believe form the foundations for the next phase of multi-year growth in our primary markets of

Macao and Singapore. Delivery of our capital investment programs in both locations entered pivotal phases in 2024 and we

also finalized a supplemental agreement with the government in Singapore that optimizes the scope of our expansion

project at Marina Bay Sands ("MBS") in Singapore, adjacent to the existing Marina Bay Sands. While the opportunities to

invest and grow in the jurisdictions where we already operate were front and center, we continued to enthusiastically pursue

opportunities to invest in new jurisdictions. We continued to focus on managing our balance sheet effectively and executing

programs to return capital to stockholders.

The key operational and strategic objectives our senior executives accomplished in 2024 included the following:

• Executed significant capital projects in our Macao asset base and developed a platform for future growth

Our executives were heavily engaged in the execution of almost $880 million of capital expenditure at our portfolio of

assets in Macao throughout 2024. Much of the management focus related to preparing and executing a new

$1.20 billion phase of work at The Londoner Macao, which took place throughout 2024 and will continue through the

first half of 2025. These works included the refurbishment of the former Pacifica casino floor underneath The Londoner

Grand and the introduction of the initial phases of accommodation in what will become 2,405 luxurious suites and rooms

across two room towers, by the middle of 2025. The Company also executed a complete refurbishment of the 14,000 -

seat Venetian Arena, including the addition of new premium and VIP amenities.

• Delivered growth in our Macao operations

Our Macao operations improved year-over-year as our executive team focused on the most appropriate responses to a

highly competitive operating environment, and minimized the financial impact of significant ongoing construction due to

renovations associated with the Venetian Arena and the transition of the Sheraton towers to the Londoner Grand at The

Londoner Macao. The depth of our executive team’s gaming experience was critical to the delivery of growth in Macao,

in the face of these challenges.

• Delivered another record performance at Marina Bay Sands in Singapore

Our adjusted property EBITDA at MBS increased 10% year-over-year to reach $2.05 billion for the year ended

December 31, 2024, the highest annual adjusted property EBITDA in the history of our Singapore operations.

Embedded within that were a series of records and financial milestones throughout the mass gaming and non-gaming

operations of MBS with strong execution across the business. The achievement of another set of record results was

made more challenging by major renovation works at the property that were ongoing throughout the year and required

considerable planning, preparation and adaptation to negate any disruptive impact to the business.

• Completed the first phase of a substantial renovation of MBS

Our executives were heavily engaged in the execution of almost $650 million of capital expenditure at MBS throughout

2024, delivering a significantly enhanced world-class suite product completed across Towers 1 & 2 and on-going

renovations across Tower 3, as well as elevated service levels and hospitality experiences, and new premium gaming

offerings. The introduction of these new experiences was achieved without disruption to the business, while

simultaneously moving forward plans for a subsequent MBS investment phase, ongoing in 2025.

2 LAS VEGAS SANDS 2025 Proxy Statement

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• Concluded a second supplemental development agreement for our expansion project at MBS in Singapore

We concluded terms for the second supplemental development agreement with the Singapore government, which

represented a critical milestone for us to proceed with executing our enhanced development plans for what is

essentially an iconic new resort. We plan to invest approximately $8.0 billion , inclusive of financing fees and interest,

consisting of approximately $2.0 billion for land premiums and the purchase of an additional 2,000 square meters of

gaming area and approximately $6.0 billion for development, construction and pre-opening costs. For that reason,

senior executives’ attention to optimizing the planning and execution of this agreement was a critical component of their

focus in 2024.

• Focused on capital allocation and our program to return capital to stockholders

Our executive team is continually engaged in evaluating our balance sheet and funding needs and the highest and best

use of our capital. While retaining our commitment to an investment grade balance sheet, in 2024 we utilized

$1.75 billion for common stock repurchases and $590 million for dividend payments related to our stockholder return of

capital program. We also funded $500 million to purchase common stock of Sands China Ltd. ("SCL"), a portion of

which was completed in early January 2025, to increase our equity ownership in SCL.

• Continued our award-winning Corporate Responsibility Program

PEOPLE	COMMUNITIES	PLANET
Be the employer of choice leading the hospitality and tourism industry in the regions we serve	Make our communities better places to live, work and visit	Ensure the long-term environmental health of our regions as sustainable tourism destinations

Recognition of our achievements in these areas and of our being a global leader in sustainability, recognized by

independent third parties on a regional and global level, in 2024 include:

• Named to the Dow Jones Sustainability Indices (“DJSI”) on DJSI World for the fifth consecutive year and DJSI North America for the seventh consecutive year • Continued providing disclosures to CDP, the gold standard of environmental reporting, earning A- score for CDP Climate Change • Selected in 2024 as one of America’s Best Midsize Companies by TIME and ranked as one of the 100 Best Corporate Citizens by 3BL Media • Recognized by Newsweek for the fourth consecutive year as one of America’s Most Responsible Companies • Named to the FTSE4Good Index and ISS Prime Index Series

• Continued our commitment to stockholders: listening and responding

In 2024 , we engaged in extensive dialogue with a wide range of investors on the issues of our business strategy an d

financial performance, corporate responsibility, Environmental, Social and Governance (“ESG”) and other matters of

stockholder interest. This dialogue took the form of one-on-one meetings both in-person and via virtual formats, as well

as through our attendance at investment industry conferences worldwide. We believe this dialogue allows us to

understand stockholder perspectives and enhances transparency and investor understanding of our efforts as we seek

to deliver stockholder value.

LAS VEGAS SANDS 2025 Proxy Statement 3

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PROXY SUMMARY

AGENDA AND VOTING RECOMMENDATIONS FOR THE 2025 ANNUAL MEETING OF

STOCKHOLDERS

PROPOSALS TO BE VOTED ON		BOARD VOTE RECOMMENDATION	PAGE REFERENCE (FOR MORE DETAIL)
PROPOSAL 1	Elect nine directors to the Board to serve until the 2026 Annual Meeting of Stockholders	FOR each nominee	72
PROPOSAL 2	Ratify the appointment of our independent registered public accounting firm	FOR	73
PROPOSAL 3	An advisory (non-binding) vote to approve the compensation of our named executive officers	FOR	74

4 LAS VEGAS SANDS 2025 Proxy Statement

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CORPORATE RESPONSIBILITY OVERVIEW

As the preeminent developer and operator of world-class Integrated Resorts, we recognize the responsibility we have to our

Team Members, patrons, partners, communities and other stakeholders. Throughout our history, we have created positive

economic impact by delivering valuable business and leisure tourism, providing tens of thousands of jobs, tax revenues to

fund social programs and significant procurement spend for small and medium sized enterprises (“SMEs”) in the region s

where we operate.

KEY COMPONENTS OF OUR CORPORATE RESPONSIBILITY AND ESG PROGRAMS

Our corporate responsibility and ESG programs are comprised of the following initiatives and policies:

✓	Board oversight of the ESG program	✓	Code of Business Conduct and Ethics
✓	Comprehensive annual ESG Report including the Global Reporting Initiative and the Sustainability Accounting Standards Board disclosures	✓	Policy on Corporate Political Contributions and Expenditures and Disclosures
✓	Low-carbon Transition Plan with emission reduction goals approved by Science Based Targets initiative	✓	Supplier Code of Conduct
✓	CDP Climate Change and Water Security disclosures	✓	Reporting and Non-Retaliation Policy
✓	Sands Diversity Statement	✓	ESG metrics for NEO variable compensation
✓	SME support programs in our local communities	✓	Anti-Corruption Policy
✓	Human Rights Statement	✓	Global training and development program
✓	Global Human Trafficking Prevention Policy	✓	Responsible gaming program
✓	Preventing Discrimination and Harassment Policy	✓	Global community engagement and charitable giving
✓	Sustainable Sourcing Policy	✓	Alignment with U.N. Sustainable Development Goals

SANDS CORPORATE RESPONSIBILITY PLATFORM

Our commitment to corporate responsibility is fundamental to our business and represents a long-term investment in our

Team Members, patrons and suppliers; the communities in which we operate; the global ecological environment; and all

stakeholders in our business.

People

Our Team Members, patrons, suppliers and partners are the forces behind our contributions to a thriving hospitality and

tourism industry in our local regions. Recognizing that the exceptional service and amenities our Integrated Resorts provide

and the responsible work we do in each of our communities are built on the people who drive and patronize our business,

we strive to be the employer and partner of choice in each of our global regions. Our human capital programs are focused

on driving workforce development, diversity, equity and inclusion, human rights, responsible gaming and supplier

advancement.

Communities

We are a committed collaborator in promoting our regions as desirable places to live, work and visit. Through our Sands

Cares community engagement and charitable giving program, we strive to make our regions strong by improving quality of

life and supporting the community’s ability to respond to challenges. We are building regional resilience through hardship

relief and community partner advancement. We are also working to preserve cultural and natural heritage and advance

educational opportunities for students, people with special needs and under-represented groups who face barriers to

learning.

LAS VEGAS SANDS 2025 Proxy Statement 5

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CORPORATE RESPONSIBILITY OVERVIEW

Planet

We are dedicated to minimizing our environmental impact and, as such, constantly evolving our Sands ECO360 global

sustainability program to adapt to emerging trends, support new technologies and foster environmental stewardship in the

areas of building design and development, resort management and operations, and meetings, events and entertainment.

Our program is aligned with the United Nations Sustainable Development Goals (“SDGs”) and other key environmental

standards in the areas of low-carbon transition, water stewardship, waste and materials and resources.

Governance

Our corporate responsibility commitment is built on the foundation of transparency to our stakeholders and accountability for

our actions. We employ an extensive system of policies, procedures and oversight practices to help ensure all aspects of

our business and extended relationships are managed responsibly.

CORPORATE RESPONSIBILITY INITIATIVES

Our global sustainability targets for 2021-2025 are aligned with SDGs. Our emissions reduction targets are approved by the

Science Based Targets Initiative and are aligned with The Paris Agreement to limit global warming to well-below 2 degrees

Celsius.

Our 2025 targets and 2024 performance for each of the Corporate Responsibility pillars include:

PILLAR	2025 TARGET	2024 PERFORMANCE
Planet	17.5% reduction in Scope 1 and 2 emissions from a 2018 baseline	50% reduction in Scope 1 and 2 emissions in 2024 from a 2018 baseline
People	$200 million investment in workforce development to enable career progression for our Team Members and advancement of the talent pool in the hospitality industry	$38 million invested in 2024 ; $220 million cumulative investment from 2021-2024
Communities	250,000 volunteer hours in support of the communities in the markets where we operate	33,130 volunteer hours in 2024 ; 255,953 Team Member volunteer hours cumulatively since 2021

Our ESG Report, which is available at https://investor.sands.com/esg/default.aspx, also contains additional information on

our corporate responsibility program, including data indices that reflect the reporting standards of the Global Reporting

Initiative, the International Sustainable Standards Board, the Sustainability Accounting Standards Board and the Task Force

on Climate-Related Financial Disclosures. The information in our ESG Report and any other websites referenced in this

proxy statement is not intended to be incorporated by reference into this proxy statement, and any references to websites

are intended to be inactive textual references only.

6 LAS VEGAS SANDS 2025 Proxy Statement

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CORPORATE GOVERNANCE OVERVIEW

CORPORATE GOVERNANCE PROFILE

Our commitment to corporate governance is integral to our business and reflects not only regulatory requirements, New York

WHAT WE DO — ü	Diversity of Directors. Female representation on our Board is 11% and 33% of our directors are racially or ethnically diverse.	WHAT WE DON’T DO — ●	No Classified Board. All of our directors are elected annually for one-year terms.
ü	Annual Board and Committee Self- Evaluations. The Board and each committee annually conduct a comprehensive self- evaluation process, which is administered by an independent third party.	●	No Hedging of Our Securities. Our anti- hedging policy prohibits our directors and officers from engaging in any hedging or monetization transactions involving our securities.
ü	Systemic Risk Oversight by Board and Committees. Our Board has overall responsibility for risk oversight, while each of our Audit, Compensation, Compliance and Nominating and Governance Committees monitor and address risks within the scope of their particular expertise or charter.	●	No Option Trading or Short Selling of Our Securities. None of our directors and officers are permitted to trade in puts, calls or other derivatives in respect of Company securities or sell Company securities “short.”
ü	Entirely Independent Committees. All of the members of our Audit, Compensation, Compliance and Nominating and Governance Committees are independent.	●	No Poison Pill or Stockholder Rights Plan. We do not have a “poison pill” or stockholder rights plan.
ü	Audit Committee Financial Literacy. All of the members of our Audit Committee qualify as “financially literate” as required by the NYSE and meet the Securities and Exchange Commission's ("SEC’s") definition of an “Audit Committee Financial Expert.”	●	No Pledging of Our Securities. None of our officers or directors are permitted to hold Company securities in a margin account or pledge our securities as collateral for a loan.
ü	Stock Ownership Guardrails for Directors. Our equity plan provides that directors may not sell their annual awards received for Board service while a member of the Board.
ü	Detailed Disclosure of Political Contributions. We have adopted a Policy on Corporate Political Contributions and Expenditures and publish periodic reports disclosing this activity.

Stock Exchange (“NYSE”) listing standards and broadly recognized governance practices, but also effective leadership and

oversight by our executive officers and Board. We have structured our corporate governance in a manner that we believe

closely aligns our interests with those of our stockholders. Notable features of our corporate governance framework includ e

the following:

LAS VEGAS SANDS 2025 Proxy Statement 7

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STOCKHOLDER ENGAGEMENT

During 2024 , we engaged with representatives

of the majority of our largest institutional

stockholders. They include the largest active-

management and passive investors in our

common stock. Principal areas of discussion

included:

• executive compensation

• corporate responsibility,

including ESG issues

• Board composition

• Company strategy

• operating performance

• capital investment and development opportunities

• return of capital to stockholders

The following diagram provides an overview of the

Company’s stockholder engagement practice:

We have developed and implemented a program to actively and transparently engage with our stockholders. The structure

CONTACT

Conduct year-round

conversations in which

we reach out directly to

and respond to inquiries

from stockholder

representatives, including

those responsible for

ESG issues

LISTEN

Establish dialogue

to enhance our

understanding of

stockholder views

RESPOND

Take stockholder dialogue into

account as we implement our

strategies

of our program reflects our belief that strong corporate governance includes the commitment to establish dialogue with

stockholders and to provide the opportunity for questions and concerns to be explored and discussed. We have a long-

established investor outreach program designed to facilitate direct stockholder engagement and the solicitation of

stockholder views and input. This includes engagement with portfolio managers and analysts with investment allocation

responsibility, as well as representatives of our stockholders that have specific responsibility for corporate governance and

ESG matters.

We continuously conduct an extensive global program of direct investor outreach through a combination of investor

conferences, investor road-shows and one-on-one investor meetings, video conferences and teleconferences. Our outreach

program reflects our geographically diverse stockholder base and is designed to ensure we understand and consider all

issues of importance to our stockholders.

An important element of our stockholder engagement process is to understand any areas of particular concern. We

acknowledge that lower than desired stockholder approval for our advisory votes on compensation for our named executive

officers persists despite a re-design of the compensation packages for our executive officers in March 2021, which

meaningfully increased at-risk compensation and provided multiple metrics for performance-based compensation (including

a first-time ESG component) for both equity and non-equity incentive compensation. Subsequent to those compensation

program changes, we have continued to engage actively on this item in order to explain the rationale for our named

executive officer compensation program and solicit feedback from stockholders. That feedback informs ongoing internal

discussions surrounding our executive compensation program. We believe that our compensation packages for executives

are appropriate but recognize the importance of understanding the concerns of stockholders, and throug hout 2024, we

continued to engage directly with the asset stewardship departments (or the closest equivalent contacts) at our 50 largest

institutional investors to offer the opportunity to discuss any material issues of concern. Those 50 largest institutional

investors represented approximately 89% of the shares outstanding (excluding stock held by our controlling stockholder)

and included all institutional investors with more than one million shar es outstanding. We also undertook calls with all other

stockholders outside the 50 largest that requested the opportunity to discuss the “say-on-pay” vote.

During 2024 , we received feedback that long-term metrics should apply to long-term compensation and that “long-term”

should reflect a period of at least three years to earn the award. We also received feedback on the size of our named

executive officers’ base salaries, the award of one-time stock grants that did not contain measurable performance criteria, as

well as security and personal transportation costs borne by the Company. This dialogue on corporate responsibility, ESG

and any other matters of stockholder interest is fundamental to our relationship with our stockholders and directly impacts

our planning and our ESG program design. We believe this valuable dialogue provides important perspective as we seek to

deliver stockholder value through our corporate responsibility and ESG efforts.

8 LAS VEGAS SANDS 2025 Proxy Statement

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SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of March 17, 2025 , as to the beneficial ownership of our common stock, $0.001

The Company is a controlled company, wi th the Adelson family members beneficially owning

386,735,831 shares representing approximately 54.7% of the Company’s outstanding Common

Stock as of March 17, 2025

par value per share (the “Common Stock”), in each case, by:

• each person known to us to be the beneficial owner, in an individual capacity or as a member of a “group,” of more than

5% of our Common Stock;

• each named executive officer;

• each of our directors; and

• all of our executive officers and directors, taken together.

NAME OF BENEFICIAL OWNER (2)	BENEFICIAL OWNERSHIP (1) — SHARES	PERCENT (%)
Dr. Miriam Adelson (3)(4)	343,837,742	48.6%
General Trust under the Sheldon G. Adelson 2007 Remainder Trust (3)(5)	87,718,919	12.4%
General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust (3)(6)	87,718,918	12.4%
Robert G. Goldstein (7)	4,629,005	*
Patrick Dumont (8)	2,371,608	*
Randy Hyzak (9)	689,746	*
D. Zachary Hudson (10)	668,192	*
Mark Besca	—	—
Irwin Chafetz (3)(11)	353,562,996	50.0%
Micheline Chau (12)	26,599	*
Charles D. Forman (13)	213,082	*
Lewis Kramer (14)	33,291	*
Alain Li (15)	5,602	*
Micky Pant (16)	23,000	*
The Vanguard Group (17)	42,347,909	6.0%
Capital Research Global Investors (18)	58,824,289	8.3%
All current executive officers and directors of our Company, taken together (11 persons) (19)	8,756,328	1.2%

• Less than 1%.

LAS VEGAS SANDS 2025 Proxy Statement 9

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(1) A person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to

vote or direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of

such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire

beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing

such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more

than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of

such securities as to which such person has no economic interest. Except as otherwise indicated in these footnotes, each of the

beneficial owners has, to our knowledge, the sole voting and investment power with respect to the indicated shares of Common

Stock. Percentages are based on 706,627,556 shares issued and outstanding at the close of business on March 17, 2025 (including

unvested shares of restricted stock, but excluding treasury shares), plus any shares of our Common Stock underlying options held

by all individuals listed on the table that are vested and exercisable.

(2) Unless otherwise specified, the address of each person named in this table is c/o Las Vegas Sands Corp., 5420 S. Durango Drive,

Las Vegas, Nevada 89113.

(3) Dr. Miriam Adels on, Irwin Chafetz, the General Trust under the Sheldon G. Adelson 2007 Remainder Trust and the General Trust

under the Sheldon G. Adelson 2007 Friends and Family Trust constitute a “group” that, as of March 17, 2025 , collectively beneficially

owned 386,832,034 shares of our Common Stock, or 54.7% of the total number of shares issued and outstanding as of that date, for

purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. Each of the foregoing persons may be deemed to beneficially

own certain shares beneficially owned by the other persons in such “group.”

(4) This amount includes (a) 32,629,469 shares of our Common Stock held by trusts or custodial accounts for the benefit of Dr.

Adelson’s family members over which Dr. Adelson, as trustee or in another fiduciary capacity, retains sole voting control and

dispositive power, (b) 238,485,060 shares of our Common Stock held by trusts for the benefit of Dr. Adelson and her family members

over which Dr. Adelson, as trustee, shares dispositive power, of which 2,208,548 of these shares, Dr. Adelson also shares voting

control, (c) 72,083,644 shares of our Common Stock held by trusts for the benefit of Dr. Adelson’s family members over which Dr.

Adelson, as trustee, retains sole dispositive power and (d) options to purchase 639,569 shares of our Common Stock held by a trust

for the benefit of Dr. Adelson over which Dr. Adelson, as trustee, has sole voting and dispositive control.

(5) This amount includes 87,718,919 shares of our Common Stock held by the General Trust under the Sheldon G. Adelson 2007

Remainder Trust.

(6) This amount includes 87,718,918 shares of our Common Stock held by the General Trust under the Sheldon G. Adelson 2007

Friends and Family Trust.

(7) This amount includes (a) 129,005 shares of our Common Stock held by The Robert and Sheryl Goldstein Trust and (b) options to

purchase 4,500,000 shares of our Common Stock that are vested and exercisable.

(8) This amount includes (a) 446,608 shares of our Common Stock held by Mr. Dumont and (b) options to purchase 1,925,000 shares of

our Common Stock that are vested and exercisable.

(9) This amount includes (a) 53,499 shares of our Common Stock held by Mr. Hyzak and (b) options to purchase 636,247 shares of our

Common Stock that are vested and exercisable.

(10) This amount includes (a) 18,192 shares of our Common Stock held by Mr. Hudson and (b) options to purchase 650,000 shares of

our Common Stock that are vested and exercisable.

(11) This amount includes (a) 91,966 shares of our Common Stock held by Mr. Chafetz, (b) 4,237 restricted stock units that vest within

60 days of March 17, 2025 , (c) 237,626,512 shares of our Common Stock held by trusts or entities for the benefit of members of the

Adelson family over which Mr. Chafetz, as trustee or manager, retains sole voting control and shares dispositive power, (d)

41,548,089 shares of our Common Stock held by trusts for the benefit of members of the Adelson family over which Mr. Chafetz, as

trustee, retains sole voting control and dispositive power, (e) 72,083,644 shares of our Common Stock held by trusts for the benefit

of members of the Adelson family over which Mr. Chafetz, as trustee, retains sole voting control and (f) 2,208,548 shares of our

Common Stock held by a trust for the benefit of members of the Adelson family over which Mr. Chafetz, as trustee, shares voting

and dispositive power. Mr. Chafetz disclaims beneficial ownership of the shares of our Common Stock held by any trust for which he

acts as trustee, and this disclosure shall not be deemed an admission that Mr. Chafetz is a beneficial owner of such shares for any

purpose.

(12) This amount includes (a) 22,362 shares of our Common Stock held by Ms. Chau and (b) 4,237 restricted stock units that vest within

60 days of March 17, 2025 .

(13) This amount includes (a) 208,845 shares of our Common Stock held by Mr. Forman and (b) 4,237 restricted stock units that vest

within 60 days of March 17, 2025 .

(14) This amount includes (a) 18,405 shares of our Common Stock held by Mr. Kramer, (b) 4,237 restricted stock units that vest within 60

days of March 17, 2025 and (c) options to purchase 10,649 shares of our Common Stock that are vested and exercisable.

(15) This amount includes (a) 4,237 restricted stock units held by Mr. Li that vest within 60 days of March 17, 2025 and (b) options to

purchase 1,365 shares of our Common Stock that are vested and exercisable.

(16) This amount includes 23,000 shares held by the Pant Family Revocable Trust.

(17) Based solely upon the number of shares listed in the Schedule 13G filed by The Vanguard Group on November 12, 2024. The

address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(18) Based solely upon the number of shares listed in the Schedule 13G filed by Capital Research Global Investors on February 13,

1. The address of Capital Research Global Investors is 333 South Hope Street, 55th Fl, Los Angeles, California 90071.

(19) This amount includes (a) 21,185 restricted stock units held by the Company's current executive officers and current directors that

vest within 60 days of March 17, 2025 and (b) options to purchase 7,723,261 shares of our Common Stock that are vested and

exercisable and held by the Company’s current executive officers and current directors. This amount does not include the

10 LAS VEGAS SANDS 2025 Proxy Statement

353,466,793 shares of Common Stock Mr. Chafetz has beneficial ownership of as a trustee or manager of the trusts referenced in

footnote 11 above.

LAS VEGAS SANDS 2025 Proxy Statement 11

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BOARD OF DIRECTORS NOMINEES

ABOUT THE BOARD

Our Board currently has nine directors. The term of office of the current directors will expire at the 2025 Annual Meeting of

Stockholders.

Stockholders are being asked to consider each of the following nine nominees to serve as director until the 2026 Annual

Meeting of Stockholders and until their respective successor has been duly elected and qualified or until such director’s

resignation, disqualification, death or removal: Robert G. Goldstein, Patrick Dumont, Mark Besca, Irwin Chafetz, Micheline

Chau, Charles D. Forman, Lewis Kramer, Alain Li and Micky Pant.

Each of the nominees is a current director of the Company who has indicated they will serve if elected. We do not anticipate

any of the nominees will be unable or unwilling to serve, if elected, but if that happens, it is the intention of the persons

named in the proxies to select and cast their votes for the election of such other person or persons as the Board may

designate.

Our current directors bring a variety of experiences and core competencies we believe are important to overseeing the

strategic execution and risk management of our Company’s operations. The complexities of our Integrated Resort

operations include five primary revenue categories, six operating segments and significant development and construction

initiatives. Strict adherence to gaming and other regulations in various jurisdictions is essential. The ability to provide the

appropriate oversight and risk assessment responsibilities is demonstrated in our directors’ professional careers, which

include:

• C-suite level positions at global companies, including those in:

– gaming, hospitality and meetings, incentives, conventions and exhibitions (“MICE”);

– retail, marketing and branding;

– entertainment; and

– companies with a strong presence in Asia;

• Participation on other global public company boards;

• Financial transactions and corporate finance experience; and

• Accounting, auditing and internal control experience in working with global Fortune 500 public companies.

In addition to the specific professional experience of our directors, we select our directors because they are highly

accomplished in their respective fields, insightful and inquisitive. We believe each of our directors possesses sound

business judgment and is highly ethical. We consider a wide range of factors in determining the composition of our Board,

including professional experience, expertise, race, ethnicity, gender, age and cultural background.

12 LAS VEGAS SANDS 2025 Proxy Statement

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BOARD COMPOSITION

80s

50s

60s

70s

0-4

yrs

10-20

yrs

5-9

yrs

70 YEARS

AVERAGE

AGE

9 YEARS

AVERAGE

TENURE

11%

BOARD MEMBERS

THAT ARE WOMEN

33%

BOARD MEMBERS

THAT ARE

RACIALLY/

ETHNICALLY

DIVERSE

SKILLS & EXPERTISE The table below summarizes the key qualifications, skills and attributes of the Board. Our director nominees’ biographies describe each director’s background and relevant experience in more detail.

QUALIFICATIONS, EXPERTISE & ATTRIBUTES	GOLDSTEIN	DUMONT	BESCA	FORMAN	CHAU	KRAMER	LI	PANT
ACCOUNTING/AUDIT/ FINANCE		✓	✓		✓	✓	✓
SENIOR LEADERSHIP	✓	✓		✓	✓		✓	✓
COMPLIANCE/GOVERNANCE/ LEGAL				✓
HOSPITALITY/GAMING/MICE	✓	✓	✓	✓
RETAIL/MARKETING/ BRANDING	✓	✓	✓		✓		✓	✓
PUBLIC COMPANY BOARD EXPERIENCE	✓		✓	✓	✓	✓	✓	✓

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED BELOW.

LAS VEGAS SANDS 2025 Proxy Statement 13

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BOARD OF DIRECTORS NOMINEES

BIOGRAPHIES Below are the backgrounds of our director nominees:

ROBERT G. GOLDSTEIN CHAIR AGE: 69 DIRECTOR SINCE: 2015 COMMITTEES: • None

Mr. Goldstein’s extensive experience in the hospitality and gaming industries, including as a senior executive officer of our Company (or its predecessors) since 1995, as well as his current position as our Chairman and Chief Executive Officer ("CEO"), led the Board to conclude he would be a valuable member of our Board. Experience Mr. Goldstein was appointed the Company’s Chairman and Chief Executive Officer on January 26, 2021. Prior to that, he had been the Company’s President and Chief Operating Officer and a member of the Board since January 2015. He previously served as the Company’s President of Global Gaming Operations from January 2011 until December 2014, the Company’s Executive Vice President from July 2009 until December 2014, and the Company’s Secretary from August 2016 to November 2016. He has held other senior executive positions at the Company and its subsidiaries since 1995. Additionally, Mr. Goldstein also currently serves as Chairman and, up until January 2024, served as Chief Executive Officer of our Company’s subsidiary, SCL, both of which since January 2021, having previously served as a member of its board since May 2014 and as its interim president from January 2015 through October 2015. From 1992 until joining the Company in December 1995, Mr. Goldstein was the executive vice president of marketing at the Sands Hotel in Atlantic City, as well as an executive vice president of the parent Pratt Hotel Corporation. He served on the board of Remark Media, Inc., a global digital media company, from May 2013 to March 2017.

PATRICK DUMONT AGE: 50 DIRECTOR SINCE: 2017 COMMITTEES: • None Mr. Dumont’s experience in management, development and corporate finance and his positions and tenure with the Company led the Board to conclude he would be a valuable member of our Board. Experience Mr. Dumont has been the Company's President and Chief Operating Officer since January 26, 2021 and prior to that had been the Company’s Executive Vice President and Chief Financial Officer since March 2016. He previously served as the Company’s Principal Financial Officer since February 2016 and Senior Vice President, Finance and Strategy from September 2013 through February 2016. From June 2010 until August 2013, Mr. Dumont served as the Company’s Vice President, Corporate Strategy. Mr Dumont is the son-in-law of Dr. Miriam Adelson who, with trusts and other entities for the benefit of the Adelson family members, controls more than 50 percent of the voting power of the Company’s Common Stock. Since December 2023, Mr. Dumont has also served as the governor of the Dallas Mavericks, a professional basketball team in the National Basketball Association in which the family owns a majority interest.

MARK BESCA AGE: 65 DIRECTOR SINCE: 2025 COMMITTEES: • Audit • Compliance (Chair) INDEPENDENT

Mr. Besca’s extensive financial and business knowledge gained while serving as an independent auditor for organizations across diverse industries and his experience as a public company director led the Board to conclude he would be a valuable member of our Board. Experience Mr. Besca has been a director of the Company since January 2025. Prior to his retirement in 2020, Mr. Besca spent 40 years at EY (formerly Ernst & Young, LLP) serving as lead and senior advisory audit partner to some of the largest public companies in the media and entertainment, consumer products and airline industries. From 2017 until 2020, Mr. Besca was the leader of the Long-Term Value and Stakeholder Capitalism initiative at EY. From 2012 to 2018, he served as managing partner of EY’s New York City office with over 11,000 professionals, and from 2009 to 2011, he was Northeast managing partner of EY’s Assurance and Advisory Business. Mr. Besca has been a member of the board of directors and audit committee chair of Markel Group Inc. since 2020 and a member of the board of directors and member of the audit committee of Clarus Corporation since December 2024. Mr. Besca holds several civic positions including chairman emeritus of the Pace University board of trustees, the board of the Roundabout Theatre Production Company and formerly a member of the UJA Media and Entertainment executive committee. Mr. Besca is also a David Rockefeller fellow of the NYC Partnership.

14 LAS VEGAS SANDS 2025 Proxy Statement

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IRWIN CHAFETZ AGE: 88 DIRECTOR SINCE: 2005 COMMITTEES: • None

Mr. Chafetz’s extensive experience in the hospitality, trade show and convention businesses, as well as his experience as a former executive of our predecessor company, led the Board to conclude he would be a valuable member of our Board. Experience Mr. Chafetz has been a director of the Company since February 2005. He was a director of Las Vegas Sands, Inc. from February until July 2005. Mr. Chafetz is the president and a manager of The Interface Group, LLC, a Massachusetts limited liability company that controls Interface Group-Massachusetts, LLC. Mr. Chafetz has been associated with Interface Group-Massachusetts, LLC and its predecessors since 1972. From 1989 to 1995, Mr. Chafetz was a vice president and director of Interface Group-Nevada, Inc., which owned and operated trade shows, including COMDEX, and also owned and operated The Sands Expo and Convention Center. From 1989 to 1995, Mr. Chafetz was also vice president and a director of Las Vegas Sands, Inc. Mr. Chafetz has served on the boards of many charitable and civic organizations and is a former member of the dean’s advisory council at Boston University School of Management.

MICHELINE CHAU AGE: 72 DIRECTOR SINCE: 2014 COMMITTEES: • Compensation (Chair) • Compliance • Nominating and Governance INDEPENDENT

Ms. Chau’s extensive and varied business experience, including as president and chief operating officer at Lucasfilm Ltd., and her experience as a director of other public companies led the Board to conclude she would be a valuable member of our Board. Experience Ms. Chau has been a director of the Company since October 2014. She served as the president, chief operating officer and executive director of Lucasfilm Ltd., a film and entertainment company, from 2003 to 2012 and as its chief financial officer from 1991 to 2003. Before that, Ms. Chau held other executive-level positions in various industries, including retail, restaurant, venture capital and financial services. She was a member of the board of Dolby Laboratories, Inc., an audio, imaging and communications company, from February 2013 to February 2024, and was a member of the board of Red Hat, Inc., a provider of open-source software solutions, from November 2008 to August 2012.

CHARLES D. FORMAN AGE: 78 DIRECTOR SINCE: 2004 COMMITTEES: • None

Mr. Forman’s extensive experience in the hospitality, trade show and convention businesses led the Board to conclude he would be a valuable member of our Board. Experience Mr. Forman has been a director of the Company since August 2004. He has been a director of Las Vegas Sands, LLC (and its predecessor, Las Vegas Sands, Inc.) since March 2004. In addition, he has served as a member of the board of SCL, since May 2014. Mr. Forman served as chairman and chief executive officer of Centric Events Group, LLC, a trade show and conference business from April 2002 until his retirement upon the sale of the business in 2007. From 2000 to 2002, he served as a director of a private company and participated in various private equity investments. During 2000, he was executive vice president of international operations of Key3Media, Inc. From 1998 to 2000, he was chief legal officer of ZD Events Inc., a tradeshow business that included COMDEX. From 1995 to 1998, Mr. Forman was executive vice president, chief financial and legal officer of Softbank Comdex Inc. From 1989 to 1995, Mr. Forman was vice president and general counsel of Interface Group Nevada, Inc., a tradeshow and convention business that owned and operated COMDEX, and also owned and operated The Sands Expo and Convention Center. Mr. Forman was in private law practice from 1972 to 1988. From 2009 until 2023, Mr. Forman was a member of the board of trustees of The Dana-Farber Cancer Institute.

LAS VEGAS SANDS 2025 Proxy Statement 15

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BOARD OF DIRECTORS NOMINEES

LEWIS KRAMER AGE: 77 DIRECTOR SINCE: 2017 COMMITTEES: • Audit (Chair) • Compensation INDEPENDENT

Mr. Kramer’s extensive financial and business knowledge gained while serving as an independent auditor for organizations across diverse industries and his experience as a director of a public company and non-profit organizations led the Board to conclude he would be a valuable member of our Board. Experience Mr. Kramer has been a director of the Company since April 2017. Mr. Kramer was a partner at Ernst & Young LLP from 1981 until he retired in June 2009 after a nearly 40-year career at Ernst & Young LLP, where he represented clients in a number of industries, including the media, entertainment and leisure industries. At the time of his retirement, Mr. Kramer served as the global client service partner for worldwide external audit and all other services for major clients, and served on the firm’s United States executive board. He previously served as Ernst & Young LLP’s national director of audit services. From 2009 to April 2023, Mr. Kramer served on the board of L3 Harris Technologies, Inc. (and its predecessor companies).

ALAIN LI AGE: 64 DIRECTOR SINCE: 2024 COMMITTEES: • Audit • Compensation • Nominating and Governance (Chair) INDEPENDENT

Mr. Li’s extensive experience in senior leadership at companies with a strong presence in Asia, and his experience as a director of a public company and non-profit organizations led the Board to conclude he would be a valuable member of our Board. Experience Mr. Li has been a director of the Company since 2024. Mr. Li was regional chief executive, Asia Pacific of luxury group Richemont from 2006 to 2023, where he was responsible for overseeing and cultivating Richemont’s luxury Maisons in the APAC region. Prior to Richemont, Mr. Li was chief financial officer of IDT International and president of the group’s lifestyle electronics brand, Oregon Scientific, from 2001 to 2005. From 1992 to 2001, he worked at Riso Europe in various capacities and ultimately as president of Riso Europe. From 1991 to 1992, Mr. Li was controller, European Operations at A.B. Dick-Itek Group, from 1987 to 1992, served in various capacities at Zimmer Holdings, Inc., and from 1981 to 1986, was a trainee accountant at Touche Ross & Co. Mr. Li is a Fellow of The Institute of Chartered Accountants in England and Wales. Mr. Li currently serves as an independent non-executive director of Dynasty Fine Wines Group Limited, a position he has held since August 2024, and Remy Cointreau SA, a position he has held since 2022. He is also president of the French Chamber of Commerce and Industry in Hong Kong, a position he has held since 2022.

MICKY PANT AGE: 70 DIRECTOR SINCE: 2025 COMMITTEES: • Compliance • Nominating and Governance INDEPENDENT

Mr. Pant’s extensive senior leadership experience in international companies, including as chief executive officer of Yum China Holdings, Inc., his global strategic and marketing experience, and his experience as a director of other public companies led the Board to conclude he would be a valuable member of our Board. Experience Mr. Pant has been a director of the Company since 2025. Mr. Pant was a consultant to Beyond Meat, Inc. from March 2020 to December 2020. Prior to that, Mr. Pant was vice chairman of the board and senior advisor to Yum China Holdings, Inc. (“Yum China”) from 2018 to 2020, chief executive officer of Yum China from 2016 to 2018, chief executive officer of the Yum China Division of Yum Brands, Inc. (“Yum Brands”) from 2015 to 2016, and held several other senior roles of increasing responsibility at Yum Brands from 2006 to 2015, including chief executive officer of the KFC Division, chief executive officer of Yum Restaurants International, president of global branding for Yum Brands, president of Yum Restaurants International, chief marketing officer of Yum Brands, global chief concept officer for Yum Brands and president of Taco Bell International. Prior to that, Mr. Pant served in various roles, including chief marketing officer, at Reebok International from 1994 to 2004, PepsiCo India from 1992 to 1994, and Unilever in India and the United Kingdom from 1976 to 1990. Mr. Pant served on the board of directors of Beyond Meats, Inc. from May 2021 to May 2024, Primavera Capital Acquisition Corp. from January 2021 to December 2022, Yum China Holdings, Inc. from March 2018 to March 2020, and Pinnacle Foods, Inc. from December 2014 to June 2018.

16 LAS VEGAS SANDS 2025 Proxy Statement

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INFORMATION REGARDING THE BOARD AND

ITS COMMITTEES

— BOARD OF DIRECTORS

Standards

The NYSE’s corporate governance rules generally require a majority of independent directors serve on a company’s board

of directors and require all of the members of a company’s Audit Committee, Compensation Committee and Nominating and

Governance Committee to be independent directors subject to certain exceptions, including if a company qualifies as a

“controlled company” under the NYSE corporate governance rules.

We qualify as a “controlled company” under NYSE corporate governance rules because Dr. Miriam Adelson and trusts and

other entities for the benefit of the Adelson family members control more than 50 percent of the voting power of the

Company’s Common Stock.

The Board consists of a majority of independent directors, although, as a controlled company, we are exempt from the

general NYSE requirement to have a majority of independent directors serve on the Board. Additionally, the Board has an

Audit Committee, Compensation Committee and Nominating and Governance Committee comprised entirely of independent

directors, although this is not required because, as a controlled company, we are exempt from the applicable NYSE

requirement.

Independent Directors

The Board has determined five of its nine current members, namely Mr. Besca, Ms. Chau, Mr. Kramer, Mr. Li and Mr. Pant,

satisfy the criteria for independence under applicable rules promulgated under the Securities Exchange Act of 1934, as

amended (the “Exchange Act”), and the NYSE corporate governance rules. In making its determinations, the Board

reviewed all the relevant facts and circumstances, the standards set forth in our Corporate Governance Guidelines, the

NYSE rules and other applicable laws and regulations. In making its independence determination for Ms. Chau, the Board

also considered the relationship arising out of certain transactions in the ordinary course of business between the Company

and Dolby International AB, whose ultimate parent company is Dolby Laboratories, Inc. where Ms. Chau served as a director

through February 2024, relating to the provision of content delivery network services. In making its independence

determination for Mr. Li, the Board considered the relationship arising out of certain transactions in the ordinary course of

business between the Company’s wholly owned subsidiary, MBS, and a food and beverage operator for which one of Mr.

Li’s immediate family members serves as a director and executive officer, relating to the operation of a restaurant in MBS.

Two of our outside directors, Mr. Chafetz and Mr. Forman, have business and personal relationships with the Adelson family.

Mr. Chafetz was a stockholder, vice president and director of the entity that owned and operated the COMDEX trade show

and The Sands Expo and Convention Center, which were created and developed by Mr. Adelson. Mr. Forman was vice

president and general counsel of this entity. Mr. Chafetz also is a trustee of several trusts for the benefit of the Adelson

family members that beneficially own shares of our Common Stock. For additional information, refer to “Proxy and Voting

Information — How You Can Vote” and “Security Ownership of Certain Beneficial Owners and Management” above. These

relationships with the Adelson family also include making joint investments and other significant financial dealings. As a

result, the Adelson family and Mr. Chafetz and Mr. Forman may have their financial interests aligned and, therefore, the

Board does not consider Mr. Chafetz and Mr. Forman to be independent directors.

Because Mr. Goldstein and Mr. Dumont are officers of the Company, they do not satisfy the criteria for independence under

applicable rules promulgated under the Exchange Act and the NYSE corporate governance rules.

Board Meetings

The Board held eight meetings during 2024 . The work of our directors is performed not only at meetings of the Board and its

committees, but also by consideration of our business through the review of documents and in numerous communications

among Board members and others. In 2024 , all directors attended at least 75% of the aggregate of all meetings of the Board

and committees on which they served during the periods in which they served.

Our directors are encouraged to attend each annual meeting and all seven of our directors who were on the Board at the

time of our 2024 Annual Meeting of Stockholders held on May 9, 2024 attended such meeting.

LAS VEGAS SANDS 2025 Proxy Statement 17

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INFORMATION REGARDING THE BOARD AND ITS COMMITTEES

— BOARD COMMITTEES

The table below illustrates the current chairs and membership of the Board and of each standing Board committee as of th e

date of this proxy statement, the independence status of each Board member and the number of Board and Board

committee meetings held during fiscal 2024 .

DIRECTOR	BOARD	AUDIT COMMITTEE	COMPENSATION COMMITTEE	NOMINATING AND GOVERNANCE COMMITTEE	COMPLIANCE COMMITTEE
Robert G. Goldstein	Chair
Patrick Dumont	✓
Mark Besca* (1)	✓	✓			Chair
Irwin Chafetz	✓
Charles D. Forman	✓
Micheline Chau*	✓		Chair	✓	✓
Lewis Kramer*	✓	Chair	✓
Alain Li*	✓	✓	✓	Chair
Micky Pant* (2)	✓			✓	✓
2024 MEETINGS	8	6	5	5	4

• Independent Director

✓ Member

(1) Mr. Besca joined the Board effective as of January 27, 2025 .

(2) Mr. Pant joined the Board effective as of March 11, 2025 .

Standing Committees

Our Board has four standing committees: an audit committee (the “Audit Committee”), a compensation committee (the

“Compensation Committee”), a nominating and governance committee (the “Nominating and Governance Committee”) and

a compliance committee (the “Compliance Committee”). Each of the standing committees operates under a written charter

approved by the Board.

18 LAS VEGAS SANDS 2025 Proxy Statement

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AUDIT COMMITTEE

MEMBERS: Lewis Kramer (Chair) Mark Besca Alain Li MEETINGS HELD IN 2024 : 6 ALL MEMBERS ARE INDEPENDENT

The primary purpose of the Audit Committee is to assist with the Board’s oversight of: • the integrity of our financial statements • our internal audit function, including audit plans, audit results and the performance of our internal audit team • the review of related party transactions as further described below under “Corporate Governance — Related Party Transactions” • our enterprise risk management as further described below under “Corporate Governance — The Board’s Role in Risk Oversight” • our information security program (including cybersecurity) Our Audit Committee selects our independent registered public accounting firm and has direct oversight responsibility over the firm, including: • reviewing the firm’s plan, scope and results of our annual audit, and the fees for the services performed • the qualifications, independence and performance of the firm • the firm’s annual audit of our financial statements and any engagement to provide other services The Board has determined Mr. Besca, Mr. Kramer and Mr. Li are each independent under applicable NYSE and federal securities rules and regulations on independence of audit committee members. The Board has determined each of the members of the Audit Committee is “financially literate” and qualifies as an “audit committee financial expert,” as both terms are defined in the NYSE listing standards and federal securities rules and regulations. The Audit Committee’s activities also involve numerous discussions and other communications among its members and others.

COMPENSATION COMMITTEE

MEMBERS: Micheline Chau (Chair) Lewis Kramer Alain Li MEETINGS HELD IN 2024 : 5 ALL MEMBERS ARE INDEPENDENT

The Compensation Committee has direct responsibility for the compensation of our executive officers and the authority to: • approve salaries, bonuses and other elements of compensation and to approve employment agreements for our executive officers and certain other highly compensated Team Members • review, evaluate and make recommendations to the Board regarding our non- employee director compensation program • administer our equity award plan, as amended and restated (the “Amended and Restated 2004 Equity Award Plan”), under which we grant restricted stock units, stock options and other equity awards • administer our Executive Cash Incentive Plan, under which we provide short- term incentive compensation awards • review, approve and administer the terms of our compensation recoupment policies for recovering incentive-based compensation, including our Forfeiture of Improperly Received Compensation Policy and Clawback Policy, with respect to our executive officers The Compensation Committee is also involved in our enterprise risk management process as further described below under “Corporate Governance — The Board’s Role in Risk Oversight” and “Corporate Governance — 2024 Executive Compensation Risk Assessment” and may delegate its authority to the extent permitted by the Board, the Compensation Committee charter, our amended and restated by-laws, state law and NYSE regulations. Additional information about the Compensation Committee, its responsibilities and its activities is provided below under “Compensation Discussion and Analysis.”

LAS VEGAS SANDS 2025 Proxy Statement 19

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INFORMATION REGARDING THE BOARD AND ITS COMMITTEES

NOMINATING AND GOVERNANCE COMMITTEE

MEMBERS: Alain Li (Chair) Micheline Chau Micky Pant MEETINGS HELD IN 2024 : 5 ALL MEMBERS ARE INDEPENDENT

The purpose of the Nominating and Governance Committee is to: • review and make recommendations regarding the composition of the Board and its committees • implement policies and procedures for the selection of Board members • identify individuals qualified to become Board members and select, or recommend the Board select, director nominees • assess, develop and make recommendations to the Board with respect to Board effectiveness and related corporate governance matters, including corporate governance guidelines and procedures intended to organize the Board appropriately • oversee the evaluation of the Board and management • oversee the management of our ESG program

COMPLIANCE COMMITTEE

MEMBERS: Mark Besca (Chair) Micheline Chau Micky Pant MEETINGS HELD IN 2024 : 4 ALL MEMBERS ARE INDEPENDENT

The primary purpose of the Compliance Committee is to assist with the Board’s oversight of: • the compliance program with respect to compliance with the laws and regulations applicable to our business, including gaming laws and regulations • the compliance with our Code of Business Conduct and Ethics, Anti-Corruption Policy, Anti-Money Laundering Policy, Policy on Corporate Political Contributions and Expenditures and Reporting and Non-Retaliation Policy applicable to our directors, officers, Team Members, contractors and agents

Compensation Committee Interlocks and Insider Participation

None of the individuals who served as a member of our Compensation Committee during 2024 is, or has been, an employee

or officer of the Company. None of our executive officers serve, or in the past year served, as a member of the board or

compensation committee of any entity that has one or more executive officers who serve on our Board or Compensation

Committee.

— NON-BOARD COMMITTEES

Corporate Compliance Committee and Operational Compliance Committees

We maintain a Corporate Compliance Committee, the purpose of which is to foster a culture of integrity, accountability and

ethical behavior across all of our operations. We also maintain Operational Compliance Committees in each of Macao and

Singapore to oversee local gaming operations (each, an “Operational Compliance Committee”).

We created these committees to facilitate the identification, evaluation and remediation of situations that could raise

concerns with a gaming authority or otherwise have an adverse effect on our business. In particular, the Corporate

Compliance Committee and the Operational Compliance Committees monitor the following: (1) our business associations in

order to protect us from associations with persons denied licensing or other related approvals, or who may be deemed

unsuitable to be associated with us; (2) our business practices and procedures; (3) compliance with any special conditions

imposed upon our licenses; (4) reports submitted to gaming authorities; and (5) compliance with the laws, regulations and

orders of governmental agencies having jurisdiction over our gaming or business activities.

The Corporate Compliance Committee operates pursuant to a charter approved by the Board and is chaired by our Senior

Vice President and Global Chief Compliance Officer (“GCCO”). The GCCO provides at least quarterly updates to the

Compliance Committee of the Board regarding the Corporate Compliance Committee’s efforts. The Operational Compliance

Committee in Macao operates pursuant to a Compliance Plan approved by the SCL audit committee, and is chaired by the

Chief Compliance Officer for SCL. The Operational Compliance Committee in Singapore operates pursuant to a Compliance

Plan submitted to the Gambling Regulatory Authority of Singapore, and is chaired by the Chief Compliance Officer of MBS.

— SUCCESSION PLANNING AND DEVELOPMENT

Our Chairman and CEO works closely with the Nominating and Governance Committee and the Board to identify and

develop executive talent within and outside our organization and to ensure that Board succession plans are in place, so that

we can ensure effective future leadership transitions at both the senior management and the Board level.

20 LAS VEGAS SANDS 2025 Proxy Statement

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CORPORATE GOVERNANCE

COMMITMENT TO CORPORATE GOVERNANCE

Our Board and management have a strong commitment to effective corporate governance. We operate and are regulated in

various distinct gaming jurisdictions. We are listed on two major stock exchanges and regulated as a financial institution by

Financial Crimes Enforcement Network, a bureau of the U.S. Department of the Treasury. We have in place a

comprehensive corporate governance framework for our operations which, among other things, takes into account the

requirements of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act and the

applicable rules and regulations of the SEC and the NYSE. The key components of this framework are set forth in our

amended and restated articles of incorporation and amended and restated by-laws, along with the following additional

documents:

• Audit Committee Charter

• Compensation Committee Charter

• Nominating and Governance Committee Charter

• Compliance Committee Charter

• Corporate Governance Guidelines

• Code of Business Conduct and Ethics

• Securities Trading Policy

• Anti-Corruption Policy

• Reporting and Non-Retaliation Policy

• Policy on Corporate Political Contributions and Expenditures

Copies of each of these documents are available on our website at https://investor.sands.com by clicking on “Governance

Documents” within the “Governance” section. Copies are also available without charge by sending a written request to the

following address: Investor Relations, Las Vegas Sands Corp., 5420 S. Durango Drive, Las Vegas, Nevada 89113.

CORPORATE GOVERNANCE GUIDELINES

We have adopted Corporate Governance Guidelines for our Company that set forth the general principles governing the

conduct of our business and the role, functions, duties and responsibilities of the Board, including, but not limited to, such

matters as composition, membership criteria, orientation and continuing education, retirement, committees, compensation,

meeting procedures, annual evaluation and management succession planning.

CODE OF BUSINESS CONDUCT AND ETHICS

We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers (including the principal

executive officer and principal financial officer), Team Members and agents. The Code of Business Conduct and Ethics

outlines policies and procedures the Board believes promote the highest standards of integrity, compliance with the law and

personal accountability. Our Code of Business Conduct and Ethics is provided to all new directors, officers and Team

Members.

SECURITIES TRADING POLICY

We have adopted a Securities Trading Policy governing the purchase, sale and other dispositions of our securities by our

directors, officers, Team Members and other individuals associated with us that we believe is reasonably designed to

promote compliance with insider trading laws, rules and regulations and listing standards applicable to us. It is also our

policy to comply with applicable securities laws when engaging in transactions in our own or SCL securities.

ANTI-CORRUPTION POLICY

We have adopted an Anti-Corruption Policy to ensure we comply with applicable record keeping and anti-corruption laws,

including the U.S. Foreign Corrupt Practices Act and the Sarbanes-Oxley Act of 2002. The Anti-Corruption Policy is provided

to all new directors, officers and Team Members.

LAS VEGAS SANDS 2025 Proxy Statement 21

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CORPORATE GOVERNANCE

REPORTING AND NON-RETALIATION POLICY

We have adopted a Reporting and Non-Retaliation Policy to facilitate and encourage the reporting of any misconduct at the

Company, including violations or potential violations of our Code of Business Conduct and Ethics, and to ensure those

reporting such misconduct will not be subject to harassment, intimidation or other retaliatory action. The Reporting and Non-

Retaliation Policy is provided to all new directors, officers and Team Members.

POLICY ON CORPORATE POLITICAL CONTRIBUTIONS AND EXPENDITURES

We have adopted a Policy on Corporate Political Contributions and Expenditures to govern the Company’s disclosures

relating to corporate political contributions and expenditures.

RELATED PARTY TRANSACTIONS

We have established policies and procedures for the review, approval and/or ratification of related party transactions. Under

its charter, the Audit Committee approves all related party transactions required to be disclosed in our public filings. Under

guidelines established by our Audit Committee, proposed transactions and matters requiring approval under our policies with

aggregate values of less than $120,000 per year are presented to the Audit Committee quarterly for review. Larger

transactions are presented to the Audit Committee for review, discussion and approval in advance of the transaction. The

Audit Committee may, in its discretion, request additional information from the director or executive officer involved in a

proposed transaction or from management prior to granting approval for a related party transaction. For more information on

related party transactions, refer to “Certain Transactions.”

NOMINATION OF DIRECTORS

The Nominating and Governance Committee proposed to the Board the candidates nominated for election at this annual

meeting. The Nominating and Governance Committee, in making its selection of director candidates, considered the

appropriate skills and personal characteristics required in light of the then-current makeup of the Board and in the context of

the perceived needs of the Company at the time.

The Nominating and Governance Committee considers a number of factors in selecting director candidates, including:

• the ethical standards and integrity of the candidate in personal and professional dealings;

• the independence of the candidate under legal, regulatory and other applicable standards;

• the diversity of the existing Board, so that a body of directors from diverse backgrounds (including professional

experience, expertise, race, ethnicity, gender, age and cultural background) is maintained;

• whether the skills and experience of the candidate will complement the skills and experience of the existing members of

the Board;

• the number of other public company boards on which the candidate serves or intends to serve, with the expectation the

candidate would not serve on the boards of more than three other public companies;

• the ability and willingness of the candidate to dedicate sufficient time, energy and attention to ensure the diligent

performance of their Board duties;

• the ability of the candidate to read and understand fundamental financial statements and understand the use of financial

ratios and information in evaluating the financial performance of the Company;

• the willingness of the candidate to be accountable for their decisions as a director;

• the ability of the candidate to provide wise and thoughtful counsel on a broad range of issues;

• the ability and willingness of the candidate to interact with other directors in a manner that encourages responsible,

open, challenging and inspired discussion;

• whether the candidate has a history of achievements that reflects high standards;

• the ability and willingness of the candidate to be committed to, and enthusiastic about, the individual’s performance as a

director for the Company, both in absolute terms and relative to their peers;

• whether the candidate possesses the courage to express views openly, even in the face of opposition;

• the ability and willingness of the candidate to comply with the duties and responsibilities set forth in the Company’s

Corporate Governance Guidelines and amended and restated by-laws;

22 LAS VEGAS SANDS 2025 Proxy Statement

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• the ability and willingness of the candidate to comply with the duties of care, loyalty and confidentiality applicable to

directors of publicly traded corporations organized in the Company’s jurisdiction of incorporation;

• the ability and willingness of the candidate to adhere to the Company’s Code of Business Conduct and Ethics, including

the policies on conflicts of interest expressed therein; and

• such other attributes of the candidate and external factors as the Board deems appropriate.

The Nominating and Governance Committee will consider candidates recommended by directors and members of

management and may, in its discretion, engage one or more search firms to assist in the recruitment of director candidates.

When conducting searches for new directors, the Nominating and Governance Committee will take reasonable steps to

include diverse candidates in the pool of nominees and any search firm engaged by the Nominating and Governance

Committee will affirmatively be instructed to seek to include diverse candidates. Although the Nominating and Governance

Committee does not assign specific weights to any particular criteria listed above, and no particular criterion is necessarily

applicable to all prospective nominees, the Nominating and Governance Committee and the Board both have a strong

commitment to creating and maintaining diversity on the Board. The Nominating and Governance Committee assesses the

effectiveness of its diversity efforts through the annual nomination process, the annual self-evaluation process of the Board

and its committees, the Nominating and Governance Committee’s periodic evaluation of the Board’s composition, and

through on-going, informal feedback from Board members.

The Nominating and Governance Committee does not have a formal policy for considering director candidates

recommended by stockholders and believes the processes and procedures in place for identifying, evaluating and selecting

board members is sufficiently robust and takes into account, among other factors, stockholder dialogue and feedback.

BOARD LEADERSHIP STRUCTURE

The Board believes Mr. Goldstein is best suited to serve as both Chairman and CEO because he is most familiar with our

businesses and industry and best able to establish strategic priorities for the Company. In coming to this conclusion, the

Board considered its evaluation of Mr. Goldstein’s performance as CEO, his very positive relationships with other members

of the Board and the strategic vision and perspective he has brought to the position of Chairman and CEO. The Board is

uniformly of the view that Mr. Goldstein provides excellent leadership of the Board in the performance of its duties and that

naming him as Chairman and CEO serves the best interest of stockholders.

On March 6, 2025, the Company announced that Mr. Goldstein will transition to the role of senior advisor on March 1, 2026.

Both the Company and Mr. Goldstein intend for his senior advisor role to be his sole position with the Company and its

subsidiaries as of March 1, 2026. The Board has announced its intention to appoint Mr. Dumont, the Company's President

and Chief Operating Officer, as Chairman and CEO upon Mr. Goldstein's transition to the senior advisor role.

The Board has not appointed an Independent Lead Director because the communication and decision-making among the

Board with the current leadership structure has proved very effective. The Board will continue to periodically consider the

need to appoint an Independent Lead Director.

MEETINGS IN EXECUTIVE SESSION AND PRESIDING NON-MANAGEMENT DIRECTOR

In accordance with applicable rules of the NYSE and our Corporate Governance Guidelines, the Board has adopted a policy

to meet at each regularly scheduled Board meeting in executive session without management directors or any members of

management being present. In addition, the Board’s independent directors meet at least once each year in executive

session. At each executive session, a presiding director chosen by a majority of the directors present presides over the

session.

LAS VEGAS SANDS 2025 Proxy Statement 23

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CORPORATE GOVERNANCE

THE BOARD’S ROLE IN RISK OVERSIGHT

The Board, directly and through its committees, is actively involved in the oversight of our risk management policies.

COMMITTEE	RISK OVERSIGHT RESPONSIBILITIES
Audit Committee	• oversees enterprise risk management, generally • reviews and discusses with management our major financial risk exposures and the steps management has taken to monitor, control and manage these exposures, including our risk assessment and risk management guidelines and policies • meets regularly with those members of management responsible for our information security program and its related priorities and controls • receives updates on data security that include cybersecurity resilience and emerging trends, as well as progress toward key Company initiatives in this area
Compensation Committee	• oversees our compensation policies to determine whether they create risks that are reasonably likely to have a material adverse effect on the Company
Compliance Committee	• assists the Board in overseeing our compliance program, including compliance with the laws and regulations applicable to our business and compliance with our Code of Business Conduct and Ethics and other policies
Nominating and Governance Committee	• oversees our ESG risk by reviewing and assessing our ESG goals, policies and programs • assists the Board in overseeing succession plans for our senior management

The Audit Committee, the Compensation Committee, the Compliance Committee and the Nominating and Governance

Committee receive reports from, and discuss these matters with, management and regularly report on these matters to the

Board.

COMPENSATION RISK ASSESSMENT

The Compensation Committee has evaluated our compensation structure from the perspective of enterprise risk

management and the terms of our compensation policies generally, and believes our compensation policies and practices

do not provide incentives for Team Members to take inappropriate business risks or risks reasonably likely to have a material

adverse effect on us. Under their employment agreements, our named executive officers are eligible for bonuses and equity-

based awards, up to a target percentage of their respective base salaries, based on the achievement of predetermined

performance criteria established by the Compensation Committee. During 2024 , the Company met the predetermined

performance criteria above the thresholds described in "2024 Executive Compensation Performance Criteria" ; as a result,

our named executive officers received bonus payments and equity-based awards for 2024 , as further described in “Major

Elements of Executive Compensation.” The Compensation Committee’s active oversight of payouts under our annual short-

term incentive program and awards under our long-term incentive program to executives, the discretionary nature of the

Team Member bonuses, and the weighing of financial and individual performance factors means there may not be any direct

correlation between any particular action by a Team Member and the Team Member’s receipt of a bonus. In addition, all

Team Members eligible to receive bonuses are subject to our Forfeiture of Improperly Received Compensation Policy, and

our executive officers are also subject to our Clawback Policy.

24 LAS VEGAS SANDS 2025 Proxy Statement

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STOCKHOLDER COMMUNICATIONS WITH THE BOARD

Stockholders and interested parties who wish to contact our Board, the Chairman of the Board, the presiding non-

management director of executive sessions or any individual director are invited to do so by writing to:

Board of Las Vegas Sands Corp.

c/o Corporate Secretary

5420 S. Durango Drive

Las Vegas, Nevada 89113

Complaints and concerns relating to our accounting, internal control over financial reporting or auditing matters should be

communicated to the Audit Committee using the procedures described below. All other stockholder and other

communications addressed to our Board will be referred to our presiding non-management director of executive sessions

and tracked by the Corporate Secretary. Stockholder and other communications addressed to a particular director will be

referred to that director.

STOCKHOLDER COMMUNICATIONS WITH THE AUDIT COMMITTEE

Complaints and concerns relating to our accounting, internal control over financial reporting or auditing matters should be

communicated to the Audit Committee, which consists solely of non-employee directors. Any such communication may be

anonymous and may be reported to the Audit Committee through the Office of the General Counsel by writing to:

Las Vegas Sands Corp.

c/o Audit Committee of the Board of Directors

5420 S. Durango Drive

Las Vegas, Nevada 89113

Attention: Office of the General Counsel

All communications will be reviewed under Audit Committee direction and oversight by the Office of the General Counsel,

the Audit Services Group, which performs the Company’s internal audit function, or such other persons as the Audit

Committee determines to be appropriate. Confidentiality will be maintained to the fullest extent possible, consistent with the

need to conduct an adequate review. Prompt and appropriate corrective action will be taken when and as warranted in the

judgment of the Audit Committee. The Office of the General Counsel will prepare a periodic summary report of all such

communications for the Audit Committee.

LAS VEGAS SANDS 2025 Proxy Statement 25

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EXECUTIVE OFFICERS

This section contains certain information about our current executive officers, including their names and ages (as of the

mailing of these proxy materials), positions held and periods during which they have held such positions. There are no

arrangements or understandings between our officers and any other person pursuant to which they were selected as

officers.

NAME	AGE	TITLE
Robert G. Goldstein	69	Chairman and Chief Executive Officer
Patrick Dumont	50	President and Chief Operating Officer
Randy Hyzak	55	Executive Vice President and Chief Financial Officer
D. Zachary Hudson	45	Executive Vice President, Global General Counsel and Secretary

For background information on Mr. Goldstein and Mr. Dumont, please refer to “Board of Directors Nominees.”

Mr. Hyzak has been our Company’s Executive Vice President and Chief Financial Officer since January 26, 2021 and was

our Senior Vice President and Chief Accounting Officer since March 2016, when he joined the Company. Prior to joining our

Company, Mr. Hyzak served as vice president and chief accounting officer at Freescale Semiconductor, Inc., a global

semiconductor company, from February 2009 to March 2016, and served in other finance and accounting leadership

capacities there, including as corporate controller. Prior to joining Freescale in February 2005, Mr. Hyzak was a senior

manager with the public accounting firm Ernst & Young LLP where he primarily served large global Fortune 500 clients

working in its assurance and advisory services practice from 1994 through early 2005.

Mr. Hudson has been our Company’s Executive Vice President, Global General Counsel and Secretary since September

1. Prior to joining our Company, Mr. Hudson served as executive vice president, general counsel and corporate

secretary for Afiniti, an applied artificial intelligence company, from April 2016 through September 2019, and was an

associate and then counsel at Bancroft PLLC, a law firm, from November 2011 to April 2016. Mr. Hudson served as a law

clerk to U.S. Supreme Court Chief Justice John Roberts from 2010 to 2011 and to Justice Brett Kavanaugh in the U.S. Court

of Appeals for the D.C. Circuit from 2009 to 2010. Prior to attending law school, Mr. Hudson served in the United States

Navy, on the USS Santa Fe, as Lieutenant – Assistant Engineer .

26 LAS VEGAS SANDS 2025 Proxy Statement

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COMPENSATION DISCUSSION AND ANALYSIS

The following discussion and analysis contains statements regarding Company performance objectives and targets. These

objectives and targets are disclosed in the limited context of our compensation program and should not be understood to be

statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to

apply these statements to other contexts.

This discussion supplements the more detailed information concerning executive compensation in the tables and narrative

discussion that follow under “Executive Compensation and Other Information.” This Compensation Discussion and Analysis

section discusses our compensation philosophy and objectives and the compensation policies and programs for the

following individuals who are referred to as our “named executive officers” for 2024 :

n	n	n	n
ROBERT G. GOLDSTEIN	PATRICK DUMONT	RANDY HYZAK	D. ZACHARY HUDSON
Chairman and Chief Executive Officer	President and Chief Operating Officer	Executive Vice President and Chief Financial Officer	Executive Vice President, Global General Counsel and Secretary

— 2024 KEY ACCOMPLISHMENTS & FINANCIAL RESULTS

The recoveries in travel to Singapore and Macao, which began in 2022 and 2023, respectively, continued their positive

momentum in 2024. Our senior executive team was focused on taking advantage of improving market conditions to grow

operating cash flow in both those locations, most notably in Singapore where we delivered another record adjusted property

EBITDA performance. However, 2024 was also a year in which our senior leadership team was heavily focused on

executing objectives we believe form the foundations for the next phase of multi-year growth in our primary markets of

Macao and Singapore. Delivery of our capital investment programs in both locations entered pivotal phases in 2024 and we

also finalized a supplemental agreement with the government in Singapore that optimizes the scope of our expansion

project at MBS in Singapore, adjacent to the existing Marina Bay Sands. While the opportunities to invest and grow in the

jurisdictions where we already operate were front and center, we continued to enthusiastically pursue opportunities to invest

in new jurisdictions. We continued to focus on managing our balance sheet effectively and executing programs to return

capital to stockholders.

The key operational and strategic objectives our senior executives accomplished in 2024 included the following:

• Executed significant capital projects in our Macao asset base and developed a platform for future growth

Our executives were heavily engaged in the execution of almost $880 million of capital expenditure at our portfolio of

assets in Macao throughout 2024. Much of the management focus related to preparing and executing a new

$1.20 billion phase of work at The Londoner Macao, which took place throughout 2024 and will continue through the

first half of 2025. These works included the refurbishment of the former Pacifica casino floor underneath The Londoner

Grand and the introduction of the initial phases of accommodation in what will become 2,405 luxurious suites and rooms

across two room towers, by the middle of 2025. The Company also executed a complete refurbishment of the 14,000 -

seat Venetian Arena, including the addition of new premium and VIP amenities.

• Delivered growth in our Macao operations

Our Macao operations improved year-over-year as our executive team focused on the most appropriate responses to a

highly competitive operating environment, and minimized the financial impact of significant ongoing construction due to

renovations associated with the Venetian Arena and the transition of the Sheraton towers to the Londoner Grand at The

Londoner Macao. The depth of our executive team’s gaming experience was critical to the delivery of growth in Macao,

in the face of these challenges.

• Delivered another record performance at Marina Bay Sands in Singapore

Our adjusted property EBITDA at MBS increased 10% year-over-year to reach $2.05 billion for the year ended

December 31, 2024, the highest annual adjusted property EBITDA in the history of our Singapore operations.

Embedded within that were a series of records and financial milestones throughout the mass gaming and non-gaming

operations of MBS with strong execution across the business. The achievement of another set of record results was

made more challenging by major renovation works at the property that were ongoing throughout the year and required

considerable planning, preparation and adaptation to negate any disruptive impact to the business.

LAS VEGAS SANDS 2025 Proxy Statement 27

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COMPENSATION DISCUSSION AND ANALYSIS

• Completed the first phase of a substantial renovation of MBS

Our executives were heavily engaged in the execution of almost $650 million of capital expenditure at MBS throughout

2024, delivering significantly enhanced world-class suite product completed across Towers 1 & 2 and on-going

renovations across Tower 3, as well as elevated service levels and hospitality experiences, and new premium gaming

offerings. The introduction of these new experiences was achieved without disruption to the business, while

simultaneously moving forward plans for a subsequent MBS investment phase, ongoing in 2025.

• Concluded a second supplemental development agreement for our expansion project at MBS in Singapore

We concluded terms for the second supplemental development agreement with the Singapore government, which

represented a critical milestone for us to proceed with executing our enhanced development plans for what is

essentially an iconic new resort. We plan to invest approximately $8.0 billion , inclusive of financing fees and interest,

consisting of approximately $2.0 billion for land premiums and the purchase of an additional 2,000 square meters of

gaming area and approximately $6.0 billion for development, construction and pre-opening costs. For that reason,

senior executives’ attention to optimizing the planning and execution of this agreement was a critical component of their

focus in 2024.

• Focused on capital allocation and our program to return capital to stockholders

Our executive team is continually engaged in evaluating our balance sheet and funding needs and the highest and best

use of our capital. While retaining our commitment to an investment grade balance sheet, in 2024 we utilized

$1.75 billion for common stock repurchases and $590 million for dividend payments related to our stockholder return of

capital program. We also funded $500 million to purchase common stock of SCL, a portion of which was completed in

early January 2025, to increase our equity ownership in SCL.

The Company’s 2024 financial performance results included:

$11.30B Net Revenue $1.75B Net Income $2.34B Capital Returned to Stockholders $4.38B Adjusted Property EBITDA (1)

(1) Refer to Annex A, which includes a reconciliation of non-GAAP adjusted property EBITDA to net income.

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— COMPENSATION BEST PRACTICES

Our executive compensation program reflects many best practice s:

WHAT WE DO — ü	Provide the opportunity for stockholders to vote on the advisory “say-on-pay” proposal on an annual basis	WHAT WE DON’T DO — ●	No supplemental executive retirement plans
ü	Maintain clawback policies for our cash and equity incentive awards	●	No guaranteed bonuses
ü	Utilize short-term and long-term performance- based incentives	●	No repricing of stock options
ü	Fully disclose our incentive plan performance measures	●	No “golden parachute” excise tax gross ups
ü	Align our executive compensation structure with the interests of our stockholders	●	No “single-trigger” vesting or benefits solely upon the occurrence of a change in control
ü	Provide for a majority of executive compensation that is at-risk and tied to the Company’s performance	●	Provide for annual equity compensation for executive officers that does not have a performance-based element
ü	Retain an independent executive compensation consultant
ü	Include ESG metrics in our performance-based compensation

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COMPENSATION DISCUSSION AND ANALYSIS

— OUR EXECUTIVE COMPENSATION PROGRAM

Objectives of Our Executive Compensation Program

We design our executive compensation program to drive the creation of long-term stockholder value. We do this by tying

compensation to the achievement of performance goals that promote creation of stockholder value and by designing

compensation to attract and retain high-caliber executives in a competitive market for talent.

Our executive compensation program is overseen by the Compensation Committee, which has developed the program to

accomplish the following primary objectives:

• Attract and retain key executive talent to support our strategic growth priorities and culture

• Maximize long-term stockholder value through alignment of the compensation and interests of the executive officers

with those of our stockholders, including by granting equity-based compensation in the form of restricted stock units and

stock options that incentivize growing our business in ways that drive stock price appreciation over the long term

• Reward the executive officers by aligning their compensation with the achievement of our financial and strategic

objectives

• Promote good corporate citizenship in our executive officers

Annual Compensation Mix under 2024 Employment Agreements

84%

AT RISK

79%

AT RISK

Long-Term

Incentive

The above annual compensation mix is based on the employment agreement in effect during the 2024 fiscal year for each

Base

Salary

Short-Term

Incentive

Base

Salary

Short-Term

Incentive

Long-Term

Incentive

named executive officer. Refer to “Executive Compensation and Other Benefits — 2024 Employment Agreements ” for more

information.

The above reflects the following:

• “Short-Term Incentive” reflects an annual cash bonus opportunity and “Long-Term Incentive” reflects an annual

restricted stock unit award opportunity

• The mix assumes “at target” achievement of goals

• The mix excludes benefits such as security, personal aircraft usage and health coverage

The amounts represented above are the contractual annual amounts pursuant to the employment agreements. Actual

amounts earned may differ for the year.

The principal components of annual compensation and their key objectives for our named executive officers are set forth

below and are described in more detail under “Major Elements of Named Executive Officer Compensation”:

• base salary

• short-term incentives (annual cash bonus)

• long-term incentives (annual equity awards)

• personal benefits

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The Process of Setting Executive Compensation

We have entered into employment agreements with Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson. These

employment agreements provide the overall framework for the annual compensation for our named executive officers,

including base salary, target cash bonus amounts and target equity-based awards. The Compensation Committee approved

the compensation packages for Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson at the time we entered into their

respective employment agreements, and (as applicable) any amendments thereto, and approve all bonuses and equity

awards granted during the terms of these agreements.

The Compensation Committee believes the majority of the compensation for named executive officers should be at risk and

tied to a combination of short-term Company performance and long-term stockholder value creation. As indicated above,

84% and 79% of the compensation of Mr. Goldstein and our other named executive officers for 2024 , respectively, varies

with short-term and long-term Company performance. In establishing a mix of fixed and variable compensation, the

Compensation Committee seeks to maintain its goal of making the majority of compensation tied to performance, while also

affording compensation opportunities that, in success, would be competitive with alternatives available to the executive.

The Compensation Committee believes at-risk compensation provides our named executive officers with clear objectives to

meet annual financial targets, which will in turn enable the Company to continue the historical execution of our strategic

objectives of growing our operations by continued investment in our Integrated Resort properties, pursuit of new

development opportunities globally and increasing returns to stockholders. The Compensation Committee also believes that

the Company’s executive compensation program aligns the equity component of compensation to the creation of long-term

stockholder value. Specifically, the Compensation Committee believes that granting long-term incentives in the form of

restricted stock units annually and, from time to time, special grants (primarily in connection with the entry into new or

amended employment agreements), incentivizes management to continue to grow our business in ways that drive

stockholder returns over the long term and are aligned to our global financial and operational execution with targets (as

established annually by the Compensation Committee).

In establishing the compensation for all named executive officers, other than the CEO, the Compensation Committee also

considers the recommendations and input of the CEO. The CEO performs annual performance reviews of the other named

executive officers and makes recommendations to the Compensation Committee, which the Compensation Committee

considers in making its compensation decisions.

— MAJOR ELEMENTS OF NAMED EXECUTIVE OFFICER COMPENSATION

The major elements of compensation for our named executive officers and details regarding how each component was

determined in 2024 are described below.

Base Salary

Base salary levels for our named executive officers are set forth in their respective employment agreements and reflect each

named executive officer’s job responsibilities and provides competitive fixed pay to balance performance-based

compensation. The base salary amounts were determined at the time we entered into (or, as applicable, amended) the

various employment agreements, based on each individual’s professional experience and scope of responsibilities within our

organization, compensation levels for others holding similar positions in other organizations and compensation levels for

senior executives at the Company.

Short-Term Incentives (Annual Cash Bonus)

Our named executive officers are eligible for short-term performance-based cash incentives under their employment

agreements, subject to the Company’s Executive Cash Incentive Plan (which establishes a program of short-term incentive

compensation awards for executive officers and other key executives that is directly related to our performance results). The

short-term incentives are structured to align to our global financial and operational execution with targets established

annually by the Compensation Committee, which take into consideration the annual budget approved by the Board and

which are designed to encourage the continuation of our investment and development initiatives and increase stockholder

returns.

For more information about short-term incentive awards for our named executive officers, refer to“Executive Compensation

and Other Information — 2024 Employment Agreements .”

Long-Term Incentives (Annual Equity Awards)

Our named executive officers are eligible for long-term performance-based equity incentives under their respective

employment agreements, subject to the Company’s Amended and Restated 2004 Equity Award Plan (which is administered

by the Compensation Committee and was created to allow us to attract, retain and motivate Team Members in order to

enable us to provide incentives directly related to increases in our stockholder value).

LAS VEGAS SANDS 2025 Proxy Statement 31

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COMPENSATION DISCUSSION AND ANALYSIS

The employment agreements for Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson provide for annual grants of equity

incentive awards in the form of restricted stock units subject to meeting performance criteria set by the Compensation

Committee. The Compensation Committee believes that providing such long-term equity incentives:

• aligns our executive officers’ long-term interest with those of our stockholders by incentivizing management to continue

to grow our business in ways that drive stock price appreciation over the long term

• ensures focus on building and sustaining stockholder value

• aligns to our global financial and operational execution with targets established annually by the Compensation

Committee, taking into consideration the annual budget approved by the Board

• promotes retention of our executive officers

Additionally, from time to time in its discretion, the Compensation Committee may also approve special equity grants in

connection with the entry into new or amended employment agreements or in response to extraordinary corporate events.

For more information about long-term incentives, refer to “Executive Compensation Related Policies and Practices — Grant

Practices for Stock Options, Restricted Stock and Restricted Stock Units” and “Executive Compensation and Other

Information — 2024 Employment Agreements .”

Personal Benefits

We provide all of our eligible Team Members with personal benefits so that they can efficiently and effectively focus on

performing their duties and responsibilities for the Company, which include:

• healthcare: medical/prescription, dental, vision, short-term disability, life and accidental death and disability insurance

options at no premium cost; group healthcare insurance; and other support for both physical and mental health, such as

a free Employee Assistance Program for employees and their household, which provides information regarding

nutrition, disease management, stress reduction and injury prevention

• retirement benefits: all eligible employees are able to participate in retirement planning schemes, which may include

contributions from the employer, as well as the employee

• subsidized child care programs

• on-site provision of meals for employees

• training and development: through Sands Academy, our global training and development platform, we provide courses,

learning tools, coaching opportunities and one-on-one consulting to help employees fulfill their potential, as well as

provide tuition reimbursement

I n additio n to the health, welfare and retirement programs generally available to all of our eligible Team Members, we

provide our named executive officers with certain other personal benefits, each of which the Compensation Committee

believes are reasonable and in the best interest of the Company and our stockholders, including:

• participating in a supplemental medical expense reimbursement program (in which other members of senior

management—but not all Team Members—also participate)

• utilization of Company personnel, facilities and services on a limited basis, subject to the receipt of appropriate

approvals and reimbursement to the Company

• use of Company-owned aircraft for business and personal travel, subject to appropriate approvals and treatment of

such expenses as income

We also pay for the cost of security services for Mr. Goldstein and Mr. Dumont. These security measures are provided for

the benefit of the Company and based on the advice of an independent security consultant. We do not consider such

security costs to be personal benefits since these costs arise from the nature of Mr. Goldstein and Mr. Dumont’s roles within

the Company. However, the SEC rules require security costs to be reported as personal benefits. In connection with the

aforementioned security concerns, Mr. Goldstein and his spouse, and Mr. Dumont and his immediate family members, utilize

Company-owned or -managed aircraft for personal travel (as described herein). Mr. Goldstein and Mr. Dumont recognize

taxable income for any personal aircraft usage by Mr. Goldstein or his spouse, and by Mr. Dumont and his immediate family,

respectively, for which each receives a tax reimbursement from the Company for such personal aircraft usage.

Refer to “Executive Compensation and Other Information — 2024 Employment Agreements ” for additional details on eligible

perquisites for each of our named executive officers under their respective employment agreements, and “Executive

Compensation and Other Information — All Other Compensation” for the cost of providing such perquisites during 2024 .

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2024 Executive Compensation Performance Criteria

As described above in “The Process of Setting Executive Compensation,” each of our named executive officers has an

employment agreement with the Company that provides the overall framework for his annual compensation whereby the

Compensation Committee predetermines specific Company performance criteria for an applicable year in order to establish

the range of potential annual short-term cash incentives subject to the Company’s Executive Cash Incentive Plan (which

establishes a program of short-term incentive compensation awards for executive officers and other key executives that is

directly related to our performance results) and long-term equity incentives. Each of our named executive officers is eligible

to receive a short-term cash and long-term equity incentive award based on a target, which is a certain percentage of each

executive’s base salary (refer to “Executive Compensation and Other Information — 2024 Employment Agreements ” for the

applicable percentage for each executive officer), subject to the achievement of the specific Company performance criteria

(the “Target”) established by the Compensation Committee. Depending on the level of achievement of the specific Company

performance criteria, the short-term cash and long-term equity awards are payable at between 85% and 115% of Target,

although if achievement of the specific Company performance criteria is below 85%, the short-term cash and long-term

equity incentives would not be awarded for the applicable year.

In determining the 2024 Company performance criteria for the short-term cash and long-term equity incentives, the

Compensation Committee’s goal was to set aggressive objectives based on its review of the annual budget information

provided by management and approved by the Board. The Compensation Committee also took into consideration the

Board’s discussions with our named executive officers and management about the assumptions underlying the 2024 budget

and the Company’s operating and development plans for 2024 . The Compensation Committee believes the achievement of

the 2024 performance criteria required Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson to perform at a high level to

achieve or exceed the Target.

The Compensation Committee determined the 2024 performance criteria to be based on the Company’s adjusted property

EBITDA for the year ended December 31, 2024 . We utilize adjusted property EBITDA to measure the operating performance

of our properties compared to those of our competitors. This metric establishes our ability to pay dividends, support the

continued investment in our existing properties and future development projects, and our ability to return capital to

stockholders through our share repurchase program.

For purposes of determining 2024 performance, the Compensation Committee adjusted the adjusted property EBITDA to

reduce it for 2024 corporate expense, add back the Management Incentive Program (described below) bonus expense for

2024 and eliminate favorable foreign exchange impact (“Adjusted Property EBITDA”).

The Compensation Committee established the Target for the 2024 performance criteria to be achievement of Adjusted

Property EBITDA of $4.63 billion for the year ended December 31, 2024 , with straight line interpolation being used to

determine awards ranging from 85% to 115% , and with achievement below 85% resulting in no short-term or long-term

equity incentives being awarded for 2024 . The final 2024 performance criteria approved by the Compensation Committee

was Adjusted Property EBITDA of $4.19 billion for 2024 , which was above the threshold but below the Target, resulting in

achievement for the named executive officers of 91% .

Additionally, for 2024 , the Compensation Committee included an ESG adjustment factor whereby if at least three out of four

of the below metrics were met, the annual short-term cash and long-term equity incentives would be paid at the level earned

pursuant to the Company’s performance against the 2024 performance criteria discussed above, and if less than three of the

below metrics were met, the annual short-term cash and long-term equity incentives would be adjusted to 90% of the level

earned pursuant to the Company’s performance against the 2024 performance criteria discussed above.

LAS VEGAS SANDS 2025 Proxy Statement 33

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COMPENSATION DISCUSSION AND ANALYSIS

For 2024 , the Compensation Committee set the ESG metrics, with the Nominating and Government Committee assessing

and certifying achievement, as follows:

ESG METRICS: — TARGET	RATIONALE	NOMINATING AND GOVERNANCE COMMITTEE DETERMINATION OF ACHIEVEMENT	ACHIEVEMENT DETAILS
Recognition of LVS or its subsidiaries on at least six global, regional or national ESG related indices or listings	Objective measure of the standard to which our ESG program is performing.	Achieved	In 2024 , we or our subsidiaries were recognized in or awarded 20+ ESG related indices, listings or awards, including DJSI World, DJSI North America, DJSI Asia Pacific, FTSE4Good, ISS Prime and Newsweek America’s Most Responsible Companies
Demonstration of progress in decreasing carbon emissions in line with five-year target in 2021—2025 period	Carbon emission decrease is one of the Company’s critical environmental targets.	Achieved	We achieved a greenhouse gas emission reduction of 50% from the baseline year, which is ahead of the five-year target
Continued execution of best- in-class compliance, responsible gaming and human trafficking prevention programs	Long-term investment in areas which are critical to the responsible operation of our business and to the communities in which we operate.	Achieved	In 2024, we expanded the global Choose Integrity Campaign with 16 additional videos to reinforce principles of business conduct Sands Macao achieved responsible gaming accreditation. All Sands properties hold current responsible gaming accreditations We completed an Anti-Human Trafficking and Modern Slavery review and published a Modern Slavery Statement
Demonstration of gender diversity progress toward ultimate target established for 2025	Gender diversity is one of the Company’s key global initiatives to drive strategic and operational innovation.	Not Achieved	─

3 out of 4 ESG metrics achieved for an

achievement factor of 100%

EBITDA Target

achieved at 91%

1/4 or 2/4

criteria met = 90%

3/4 or 4/4

criteria met = 100%

91%

of

target

Performance Criteria

ESG Adjustment

Percentage

Total Award

Short- and long-term incentives awarded at 91% of target

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2024 Employment Agreements

Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson are employed pursuant to multi-year employment agreements that

reflect the individual negotiations with each of them. We use multi-year employment agreements to foster retention and

succession planning, to be competitive and to protect the business with restrictive covenants, such as non-competition, non-

solicitation and confidentiality provisions. The employment agreements provide for severance pay in the event of the

involuntary termination of the executive’s employment without cause (or, where applicable, termination for good reason),

which allows these executives to remain focused on the Company’s interests and, where applicable, serves as consideration

for the restrictive covenants in their employment agreements.

In approving each of Mr. Goldstein’s, Mr. Dumont’s, Mr. Hyzak’s and Mr. Hudson’s employment agreements (or, as

applicable, amendments to the employment agreements), the Compensation Committee took into account the following

factors:

• For Mr. Goldstein, the Compensation Committee considered factors including Mr. Goldstein’s position as the Company’s

CEO, his tenure at the Company, his business experience and knowledge of the Company’s industry, as well as

recommendations and advice from Korn Ferry (the Compensation Committee’s independent compensation consultant),

and, based on these factors and discussions with Korn Ferry, the Compensation Committee determined that the terms

of Mr. Goldstein’s employment agreement were fair to the Company

• For Mr. Dumont, the Compensation Committee considered factors including Mr. Dumont’s position as the Company’s

President and Chief Operating Officer, his tenure at the Company, his business experience and knowledge of the

Company’s industry, as well as recommendations and advice from Korn Ferry, and, based on these factors and

discussions with Korn Ferry, the Compensation Committee determined that the terms of Mr. Dumont’s employment

agreement were fair to the Company

• For Mr. Hyzak, the Compensation Committee considered factors including Mr. Hyzak’s finance background and

experience with the Company, as well as recommendations and advice from Korn Ferry, when approving his amended

employment agreement, and, based on these factors and discussions with Korn Ferry, the Compensation Committee

determined that the terms of Mr. Hyzak’s employment agreement were fair to the Company

• For Mr. Hudson, the Compensation Committee considered factors including Mr. Hudson’s extensive legal background

and experience, as well as recommendations and advice from Korn Ferry, when approving his second amended

employment agreement, and, based on these factors and discussions with Korn Ferry, the Compensation Committee

determined that the terms of Mr. Hudson’s employment agreement were fair to the Company

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COMPENSATION DISCUSSION AND ANALYSIS

Employment agreement terms and compensation for our executive officers in effect for 2024 are summarized as follow s:

MR. GOLDSTEIN
Employment Agreement Term	• Effective as of January 26, 2021 • Terminates on March 1, 2026
Base Salary	Mr. Goldstein’s base salary is $3,000,000, pursuant to his employment agreement.
Short-Term Incentive	Under his employment agreement, Mr. Goldstein has a target bonus opportunity of 200% of his base salary, or $6,000,000, subject to his achievement of performance criteria established by the Compensation Committee. The bonus is payable at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The actual bonus payout is determined by the Compensation Committee. In 2024 , the total award criteria were certified at 91% (subject to an ESG adjustment factor, which was certified at 100%) , and as a result, Mr. Goldstein received a bonus of $5.46 million , paid in January 2025 . Refer to “ 2024 Executive Compensation Performance Criteria.”
Long-Term Incentive	Under his employment agreement, Mr. Goldstein has a target annual equity award opportunity equal to 325% of his base salary, or $9,750,000, subject to his achievement of performance criteria established by the Compensation Committee. The annual equity award will be granted at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The annual equity award will be paid in the form of RSUs that will vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. The total award criteria for the 2024 RSU award were certified at 91% (subject to an ESG adjustment factor, which was certified at 100%), and as a result, Mr. Goldstein received an RSU award of $8.87 million , granted on February 3, 2025. Refer to “ 2024 Executive Compensation Performance Criteria.” On April 26, 2021, Mr. Goldstein received a one-time initial award of 150,000 restricted stock units (“RSUs") in connection with his employment agreement. These initial RSUs vested ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. On December 3, 2021, Mr. Goldstein received options to purchase 2,000,000 shares of our Common Stock that vested annually over three years, subject to the satisfaction of certain performance objectives by December 31, 2022, which the Compensation Committee certified as of December 31, 2022. The continued vesting of these options was subject to Mr. Goldstein’s continued employment with the Company.
Personal Benefits*	Mr. Goldstein is entitled to: • Security services and utilization of Company-owned jet aircraft for business and personal purposes for the benefit of the Company at the Company’s expense, and pursuant to the advice of an independent security consultant and the approval of the Compensation Committee. • At his election, first class travel on commercial airlines for all business trips and first class hotel accommodations. • An income tax gross up for the foregoing benefits if they are determined to be taxable income to him. • The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Goldstein is required to reimburse the Company in full for these services. Mr. Goldstein participates in a group supplemental medical insurance program available to certain of our senior officers.

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MR. DUMONT
Employment Agreement Term	• Effective as of January 26, 2021 • Terminates on March 1, 2026
Base Salary	Mr. Dumont’s base salary is $2,500,000, pursuant to his employment agreement.
Short-Term Incentive	Under his employment agreement, Mr. Dumont has a target bonus opportunity of 200% of his base salary, or $5,000,000, subject to his achievement of performance criteria established by the Compensation Committee. The bonus is payable at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The actual bonus payout is determined by the Compensation Committee after consultation with the Company’s CEO. In 2024 , the total award criteria were certified at 91% (subject to an ESG adjustment factor, which was certified at 100%) , and as a result, Mr. Dumont received a bonus of $4.55 million , paid in January 2025 . Refer to “ 2024 Executive Compensation Performance Criteria.”
Long-Term Incentive	Under his employment agreement, Mr. Dumont has a target annual equity award opportunity equal to 200% of his base salary, or $5,000,000, subject to his achievement of performance criteria established by the Compensation Committee. The annual equity award will be granted at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The annual equity award will be paid in the form of RSUs that will vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. The total award criteria for the 2024 RSU award were certified at 91% (subject to an ESG adjustment factor, which was certified at 100%) , and as a result, Mr. Dumont received an RSU award of $4.55 million , granted on February 3, 2025. Refer to “ 2024 Executive Compensation Performance Criteria.” On April 26, 2021, Mr. Dumont received a one-time initial award of RSUs in an amount equal to 200% of his base salary, or $5,000,000, in connection with his employment agreement. These initial RSUs vested ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. On December 3, 2021, Mr. Dumont received options to purchase 1,500,000 shares of our Common Stock that vested annually over three years, subject to the satisfaction of certain performance objectives by December 31, 2022, which the Compensation Committee certified as of December 31, 2022. The continued vesting of these options was subject to Mr. Dumont’s continued employment with the Company.
Personal Benefits*	Mr. Dumont is entitled to: • Security services and utilization of Company-owned jet aircraft for business and personal purposes, for the benefit of the Company at the Company’s expense, and pursuant to the advice of an independent security consultant and the approval of the Compensation Committee. • At his election, first class travel on commercial airlines for all business trips and first class hotel accommodations. • An income tax gross up for the foregoing benefits if they are determined to be taxable income to him. • The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Dumont is required to reimburse the Company in full for these services. Mr. Dumont participates in a group supplemental medical insurance program available to certain of our senior officers.

LAS VEGAS SANDS 2025 Proxy Statement 37

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COMPENSATION DISCUSSION AND ANALYSIS

MR. HYZAK
Employment Agreement Term	• Originally effective as of January 26, 2021 • Amended effective as of January 1, 2024 • Terminates on December 31, 2029
Base Salary	Mr. Hyzak’s base salary is $1,200,000, pursuant to his amended employment agreement.
Short-Term Incentive	Under his amended employment agreement, Mr. Hyzak has a target bonus opportunity of 150% of his base salary, or $1,800,000, subject to his achievement of performance criteria recommended by the CEO and established by the Compensation Committee. The bonus is payable at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The actual bonus payout is determined by the Compensation Committee after consultation with the Company’s CEO. In 2024 , the total award criteria were certified at 91% (subject to an ESG adjustment factor, which was certified at 100%) , and as a result, Mr. Hyzak received a bonus of $1.64 million , paid in January 2025 . See “ 2024 Executive Compensation Performance Criteria.”
Long-Term Incentive	Under his amended employment agreement, Mr. Hyzak has a target annual equity award opportunity equal to 175% of his base salary, or $2,100,000, subject to his achievement of performance criteria established by the Compensation Committee. The annual equity award will be granted at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The annual equity award will be paid in the form of RSUs that will vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. The total award criteria for the 2024 RSU award were certified at 91% (subject to an ESG adjustment factor, which was certified at 100%) , and as a result, Mr. Hyzak received an RSU award of $1.91 million , granted on February 3, 2025. Refer to “ 2024 Executive Compensation Performance Criteria.” On April 26, 2021, Mr. Hyzak received a one-time initial award of RSUs in an amount equal to 125% of his base salary, or $1,500,000, in connection with his original employment agreement. These initial RSUs vested ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. On December 3, 2021, Mr. Hyzak received options to purchase 500,000 shares of our Common Stock that vested annually over three years, subject to the satisfaction of certain performance objectives by December 31, 2022, which the Compensation Committee certified as of December 31, 2022. The vesting of these options was subject to Mr. Hyzak’s continued employment with the Company.
Personal Benefits*	Mr. Hyzak is entitled to: • The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Hyzak is required to reimburse the Company in full for these services, other than for utilization of Company-owned jet aircraft for personal purposes, which constitutes taxable income to Mr. Hyzak. Mr. Hyzak participates in a group supplemental medical insurance program available to certain of our senior officers.

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MR. HUDSON
Employment Agreement Term	• Originally effective as of September 30, 2019 • First amendment effective as of March 1, 2021 • Second amendment effective as of January 1, 2024 • Terminates on December 31, 2029
Base Salary	Mr. Hudson’s base salary is $1,300,000, pursuant to his second amended employment agreement.
Short-Term Incentive	Under his second amended employment agreement, Mr. Hudson has a target bonus opportunity of 175% of his base salary, or $2,275,000, subject to his achievement of performance criteria recommended by the CEO and established by the Compensation Committee. The bonus is payable at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The actual bonus payout is determined by the Compensation Committee after consultation with the Company’s CEO. In 2024 , the total award criteria were certified at 91% (subject to an ESG adjustment factor, which was certified at 100%) , and as a result, Mr. Hudson received a bonus of $2.07 million , paid in January 2025 . Refer to “ 2024 Executive Compensation Performance Criteria.”
Long-Term Incentive	Under his second amended employment agreement, Mr. Hudson has a target annual equity award opportunity equal to 200% of his base salary, or $2,600,000, subject to his achievement of performance criteria established by the Compensation Committee. The annual equity award will be granted at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The annual equity award will be paid in the form of RSUs that will vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. The total award criteria for the 2024 RSU award were certified at 91% (subject to an ESG adjustment factor, which was certified at 100%) , and as a result, Mr. Hudson received an RSU award of $2.37 million , granted on February 3, 2025 . Refer to “ 2024 Executive Compensation Performance Criteria.” On April 26, 2021, Mr. Hudson received a one-time initial award of RSUs in an amount equal to 125% of his base salary in effect at the time, or $1,375,000, in connection with his employment agreement. These initial RSUs vested ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. On December 3, 2021, Mr. Hudson received options to purchase 500,000 shares of our Common Stock that vested annually over three years, subject to the satisfaction of certain performance objectives by December 31, 2022, which the Compensation Committee certified as of December 31, 2022. The vesting of these options was subject to Mr. Hudson’s continued employment with the Company. On December 23, 2023, Mr. Hudson received options (the "Second Amendment Option Grant") to purchase 510,157 shares of our Common Stock that will vest on December 31, 2029, subject to his continued employment as of the vesting date.
Personal Benefits*	Mr. Hudson is entitled to: • The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Hudson is required to reimburse the Company in full for these services, other than for utilization of Company-owned jet aircraft for personal purposes, which constitutes taxable income to Mr. Hudson. Mr. Hudson participates in a group supplemental medical insurance program available to certain of our senior officers.

• Personal Benefits:

• The Compensation Committee believes providing these benefits to our executives is appropriate as it facilitates

our executives’ performance of their duties.

• For more information, refer to “All Other Compensation for 2024 ” table under “Executive Compensation and

Other Information.”

LAS VEGAS SANDS 2025 Proxy Statement 39

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COMPENSATION DISCUSSION AND ANALYSIS

2025 Goldstein Amended Employment Agreement

On March 5, 2025, the Company entered into a First Amendment to Employment Agreement with Mr. Goldstein (the

“Amendment”), which provides that, subject to Mr. Goldstein’s continued employment with us through March 1, 2026 and his

execution of a release, Mr. Goldstein will transition to the role of senior advisor on March 1, 2026 and provide consulting

services to the Company for a period of two years commencing on March 1, 2026. During the consulting term, Mr. Goldstein

will receive annual consulting fees and benefits provided under the Amendment. Refer to “Executive Compensation and

Other Information — Potential Payments Upon Termination or Change in Control” for additional details on the Amendment.

Change in Control and Termination Payments

The employment agreements with Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson provide for payments and the

continuation of benefits upon certain terminations of employment, including, for Mr. Goldstein, Mr. Dumont and Mr. Hyzak,

upon certain terminations of employment within two years following a change in control of the Company. In addition, the

employment agreements with Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson include restrictive covenants relating to

future employment. The Compensation Committee believes that eligibility to receive post-termination payments provides

important retention incentives during what can be an uncertain time for executives. The eligibility to receive such payments

also provides executives with additional monetary motivation to focus on and complete a transaction that our Board believes

is in the best interests of our stockholders rather than to seek new employment opportunities.

Under their employment agreements, if any payments to our named executive officers are subject to the excise tax imposed

by Section 4999 of the Internal Revenue Code (the “Code”), the payments that are considered to be “parachute payments”

will be limited to the greatest amount that can be paid without causing any excise tax to be applied to the executive or loss of

deduction to the Company, but only if, by reason of such reduction, the net after-tax benefit to them (as defined in their

employment agreements) exceeds the net after-tax benefit if the reduction were not made.

Our Amended and Restated 2004 Equity Award Plan was originally established in 2004 and amended most recently in 2024.

The purpose of the plan is to provide a means through which the Company may attract able persons to enter and remain in

the employ of the Company. The change in control provisions of the plan were designed in furtherance of this goal.

Further information about benefits upon certain terminations of employment (including following a change in control) are

described under “Executive Compensation and Other Information — Potential Payments Upon Termination or Change in

Control.”

— TAX AND ACCOUNTING CONSIDERATIONS RELATING TO EXECUTIVE COMPENSATION

Section 162(m) of The Internal Revenue Code

The Compensation Committee takes into account multiple considerations when determining the components of our

executive compensation program, including the tax-deductibility of compensation. The Compensation Committee maintains

the flexibility to pay non-deductible incentive compensation if it determines that doing so is in the best interest of the

Company and our stockholders.

Section 162(m) of the Code generally limits the tax deductibility of compensation paid to any of our executive officers who

are subject to Section 162(m) (our “Covered Employees”), including our named executive officers, to $1 million during any

fiscal year. Since 2018, when the most commonly used exception to the $1 million deduction limit, the “performance-based

compensation” exception, was eliminated, the compensation paid to our Covered Employees, including our named

executive officers, in excess of $1 million is generally nondeductible, whether or not it is performance-based or paid before

or after any termination of employment.

— EXECUTIVE COMPENSATION RELATED POLICIES AND PRACTICES

Policies Regarding Stock Ownership and Hedging the Economic Risk of Stock Ownership

We believe the number of shares of our Common Stock owned by each director and executive officer is a personal decision.

We encourage stock ownership, including through the compensation policies applicable to our directors and executive

officers. Accordingly, we have not adopted a policy requiring our directors or executive officers to hold a minimum amount of

our Common Stock during their employment at the Company, although our non-employee directors are not permitted to sell

any restricted stock received from the Company as compensation for their services while they remain on our Board.

Additionally, under our Securities Trading Policy, our executive officers, directors and Team Members are not permitted to

hold our Common Stock in a margin account or pledge our Common Stock for a loan, sell our Common Stock short, buy or

sell puts, calls or other derivative instruments relating to our Common Stock or enter into hedging or monetization

transactions involving our Common Stock. Refer to "Corporate Governance — Securities Trading Policy" for more

information.

40 LAS VEGAS SANDS 2025 Proxy Statement

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Forfeiture of Improperly Received Compensation Policy

Our Board has adopted a forfeiture of improperly received compensation policy (the “Forfeiture Policy”), which applies to all

Team Members of the Company and its affiliates eligible to receive a bonus, incentive or equity award based in whole or in

part on financial performance measures. The Forfeiture Policy applies whenever (1) there is a restatement (as such term is

defined in the Forfeiture Policy) that results in a revision to one or more performance measures used to determine an annual

bonus or other incentive or equity-based compensation paid or awarded to a Team Member in respect of the period(s) to

which the restatement relates (the “relevant period”), (2) the relevant period commenced not more than three years prior to

the time at which the need for the restatement is identified, (3) such revision results in a reduction in the amount or value of

such bonus or other incentive or equity-based compensation and (4) such restatement is, in whole or in part, caused by the

Team Member’s misconduct (“Misconduct,” as such term is defined in the Forfeiture Policy). Our Board, or a designated

committee, may in its discretion require repayment and forfeiture of all or a portion of any bonus or incentive or equity-based

compensation awarded to or received or earned by such Team Member in respect of the relevant period, generally to the

extent such bonus or incentive or equity-based compensation exceeds the amount that would have been awarded, received

or earned based on the revised performance measures. Whether a Team Member has engaged in Misconduct and the

amount or value to be repaid and forfeited shall be determined at the sole discretion of our Board or a designated

committee.

Clawback Policy

In accordance with the implementation by the SEC of clawback rules promulgated under the Dodd-Frank Act and associated

NYSE listing standards requiring issuers to adopt a policy for the clawback of certain compensation awarded to the issuer’s

Section 16 officers (in the Company’s case, Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson) in the event of certain

accounting restatements, the Company has adopted a clawback policy (the “Clawback Policy”) that applies to the

Company’s Section 16 officers. The Clawback Policy provides that in the event of a Restatement (as such term is defined in

the Clawback Policy), incentive-based compensation that is granted, earned or vested based wholly or in part upon the

attainment of a Financial Reporting Measure (as defined in the Clawback Policy) (“Incentive-Based Compensation”)

received by a person that exceeds the amount of applicable Incentive-Based Compensation that otherwise would have been

received by the person had such amount been determined based on the applicable restatement shall be automatically and

immediately forfeited. The Clawback Policy applies to all Incentive-Based Compensation received by our current and former

Section 16 officers on or after October 2, 2023, the effective date specified in the NYSE listing standards.

All equity awards, including the annual grants of restricted stock units, made to our named executive officers are subject to

the Forfeiture Policy and the Clawback Policy.

Grant Practices for Stock Options, Restricted Stock and Restricted Stock Unit s

Equity grants under our Amended and Restated 2004 Equity Award Plan are approved by the Compensation Committee or,

for certain Team Members who are not directors or executive officers of the Company, approved jointly by our CEO and our

President and Chief Operating Officer pursuant to a specific delegation of authority from the Compensation Committee.

Each member of the Compensation Committee is an independent director and a non-employee director within the meaning

of Rule 16b-3 under the Exchange Act. The exercise price of all stock options to purchase shares of our Common Stock is

equal to the fair market value of our Common Stock on the grant date.

Our named executive officers are eligible to receive restricted stock units annually under their respective employment

agreements. These grants are typically determined and approved by the Compensation Committee at a meeting in January

of each year and are granted to our named executive officers shortly thereafter on a date that falls within the next open

trading window (usually January or February). Other employees may also receive restricted stock unit awards annually

pursuant to the terms of their respective employment agreements, if applicable, or at the discretion of senior management

pursuant to the Compensation Committee’s delegation of authority, as described above. These grants are also typically

made in January or February during an open trading window. Restricted stock units and options may also be granted to both

our named executive officers and other Team Members on an ad-hoc basis from time to time upon hiring or in other

circumstances, including in response to extraordinary corporate events, at the discretion of the Compensation Committee

and/or senior management pursuant to the Compensation Committee’s delegation of authority described above. We do not

grant stock options in the ordinary course to executive officers or Team Members. We make one-time grants of stock options

to new non-employee directors on the date they first become non-employee directors.

We do not grant equity awards in anticipation of the release of material nonpublic information , and do not time the public

release of such information based on award grant dates . During the last completed fiscal year, we have not made stock

option awards to any named executive officer during the period beginning four business days before and ending one

business day after the filing of a periodic report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on

Form 8-K, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of

executive compensation.

LAS VEGAS SANDS 2025 Proxy Statement 41

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COMPENSATION DISCUSSION AND ANALYSIS

— ADVISORY VOTE ON EXECUTIVE COMPENSATION

At our 2024 Annual Meeting of Stockholders, our stockholders provided an advisory (non-binding) vote on the fiscal 2023

compensation of our named executive officers, which we refer to as the “say-on-pay” vote. The compensation of our named

executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC (including the Compensation

Discussion and Analysis, the compensation tables and any related material disclosed in the proxy statement) was approved,

with more than 65% of the votes cast voting “for” approval of the “say-on-pay” proposal.

The Compensation Committee acknowledges the lower than desired results of the “say-on-pay” vote in 2024 and, as a

result, we are continuing to dialogue with our stockholders on this important issue. Specifically, during 2024 , we engaged

with representatives of many of our largest institutional stockholders to discuss specific concerns and solicit feedback in a

number of areas, including our executive compensation structure. We value this important dialogue with stockholders on our

executive compensation program design and we considered that feedback as the Compensation Committee determined the

short- and long-term incentive criteria for 2025 . We will continue to solicit input during 2025 from stockholders and will

present the results of these discussions to our Compensation Committee. For additional details on the breadth of our

stockholder engagement efforts during 2024 , refer to “Stockholder Engagement.”

We look forward to continuing the important and valuable dialogue with our stockholders regarding our executive

compensation program structure and design.

— THE COMMITTEE’S COMPENSATION CONSULTANTS

For 2024 , the Compensation Committee retained Korn Ferry as its independent compensation consultant. Korn Ferry

provided advice on an as-needed basis upon the request of the Compensation Committee.

The Compensation Committee determined Korn Ferry to be independent under applicable SEC and NYSE rules, based on

the Compensation Committee’s review of the services provided to us as described above and information provided by Korn

Ferry, and concluded no conflict of interest exists that would prevent Korn Ferry from independently advising the

Compensation Committee.

Additionally, in 2024 , the Compensation Committee retained Korn Ferry to provide an updated analysis with respect to the

appropriate level of compensation for our executive officers. As part of its competitive pay analysis, the Compensation

Committee considered information provided by Korn Ferry that compared executive compensation levels for Mr. Goldstein,

Mr. Dumont, Mr. Hyzak and Mr. Hudson against the compensation levels of similarly-situated executives in comparable

positions at our peer group companies, as identified by Korn Ferry and described below.

For purposes of these analyses, the Compensation Committee worked with Korn Ferry to identify an appropriate peer group

and determined that no changes were needed to the peer group used in the Company's 2023 proxy statement, as such peer

group reflects the Company’s core business characteristics—spanning gaming, accommodations, entertainment, retail, food

and beverage, logistics and real estate and the Company’s business, operational, market, and talent profiles.

The Company’s peer group is as follows:

• MGM Resorts International	• Vici Properties, Inc.
• Caesars Entertainment, Inc.	• Starbucks Corporation
• Wynn Resorts, Limited	• McDonalds Corporation
• Marriott International, Inc.	• Yum China Holdings, Inc.
• Hilton Worldwide Holdings Inc.	• Booking Holdings, Inc.
• Carnival Corporation & plc	• Expedia Group, Inc.
• Royal Caribbean Cruises Ltd.	• Live Nation Entertainment, Inc.
• Simon Property Group, Inc.

To assess the competitiveness of our executive compensation program, the Compensation Committee analyzed

compensation data obtained from the proxy materials of the members of our peer group. As part of this process, the

Compensation Committee measured our program’s competitiveness by comparing relevant market data against actual pay

levels within each compensation component, and in the aggregate, for each executive officer position.

42 LAS VEGAS SANDS 2025 Proxy Statement

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The Compensation Committee reviewed a comparison of the following metrics of compensation provided to our executive

officers as compared to similarly-situated executives of the members of our peer group, especially with respect to the long-

term incentive component of compensation:

• base salary

• target annual incentives

• target total cash compensation

• long-term incentives

• target total direct compensation (cash compensation plus long-term incentives)

• all other compensation (executive benefits and perquisites)

• target total remuneration (total direct compensation plus all other compensation)

For purposes of updating our executive compensation programs, the Compensation Committee relied on the peer group

data to help inform executive pay decisions as it relates to target total compensation and specific compensation elemen ts . In

addition to the competitive market data, the Compensation Committee also considers other contextual factors such as scope

of responsibility, retention concerns, business and individual performance, and leadership and succession planning to help

calibrate individual executive pay levels. For 2024, the Compensation Committee determined to amend Mr. Hudson and Mr.

Hyzak’s employment agreements, each effective January 1, 2024.

LAS VEGAS SANDS 2025 Proxy Statement 43

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COMPENSATION COMMITTEE REPOR T

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis contained

in this Proxy Statement with management and, based on the review and discussions, the Compensation Committee

recommended to the Board the Compensation Discussion and Analysis be included by reference in the Company’s Annual

Report on Form 10-K and this Proxy Statement.

Micheline Chau, Chair

Lewis Kramer

Alain Li

The foregoing Compensation Committee Report does not constitute soliciting material and should not be deemed filed or

incorporated by reference into any other Company filing under the Securities Act of 1933, as amended (the “Securities Act”)

or the Exchange Act, except to the extent the Company specifically incorporates this report by reference therein.

44 LAS VEGAS SANDS 2025 Proxy Statement

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EXECUTIVE COMPENSATION AND OTHER

INFORMATION

— 2024 SUMMARY COMPENSATION TABLE

The following table provides information regarding compensation for the years indicated for our named executive officers:

NAME AND PRINCIPAL POSITION	YEAR	SALARY ($)	BONUS ($)	STOCK AWARDS (1) ($)	OPTION AWARDS (2) ($)	NON-EQUITY INCENTIVE PLAN COMPENSATION (3) ($)	ALL OTHER COMPENSATION (4) ($)	TOTAL ($)
Robert G. Goldstein Chairman of the Board and Chief Executive Officer	2024	$ 3,000,000	$ —	$ 11,212,488	$ —	$ 5,460,000	$ 2,179,285	$ 21,851,773
	2023	$ 3,000,000	$ —	$ 9,749,944	$ —	$ 6,900,000	$ 2,287,874	$ 21,937,818
	2022	$ 3,000,000	$ —	$ —	$ —	$ 6,000,000	$ 2,410,263	$ 11,410,263
Patrick Dumont President and Chief Operating Officer	2024	$ 2,500,000	$ —	$ 5,749,985	$ —	$ 4,550,000	$ 5,042,204	$ 17,842,189
	2023	$ 2,500,000	$ —	$ 4,999,964	$ —	$ 5,750,000	$ 4,174,814	$ 17,424,778
	2022	$ 2,500,000	$ —	$ —	$ —	$ 5,000,000	$ 4,123,680	$ 11,623,680
Randy Hyzak Executive Vice President and Chief Financial Officer	2024	$ 1,200,000	$ —	$ 1,724,990	$ —	$ 1,638,000	$ 174,151	$ 4,737,141
	2023	$ 1,200,000	$ —	$ 1,499,960	$ —	$ 1,725,000	$ 49,009	$ 4,473,969
	2022	$ 1,200,000	$ —	$ —	$ —	$ 1,500,000	$ 26,692	$ 2,726,692
D. Zachary Hudson Executive Vice President, Global General Counsel and Secretary	2024	$ 1,300,000	$ —	$ 1,581,250	$ —	$ 2,070,250	$ 318,886	$ 5,270,386
	2023	$ 1,100,000	$ —	$ 1,374,997	$ 7,949,993	$ 1,581,250	$ 41,836	$ 12,048,076
	2022	$ 1,100,000	$ —	$ —	$ —	$ 1,375,000	$ 77,780	$ 2,552,780

(1) The amounts in this column represent the grant date fair value of the restricted stock units issued, as determined pursuant to FASB

ASC Topic 718. The assumptions used to calculate the grant date fair values are disclosed in Note 18 to the consolidated financial

statements for the year ended December 31, 2024 , included in our 2024 Annual Report on Form 10-K. Amounts disclosed represent

compensation earned based on performance in the prior year.

(2) The amounts in this column represent the grant date fair value of the options issued, as determined pursuant to ASC Topic 718. The

number of shares underlying the options is based on the Black-Scholes option valuation model. Assumptions used in the Black-

Scholes calculation are disclosed in Note 18 to the consolidated financial statements for the year ended December 31, 2024 , included

in our 2024 Annual Report on Form 10-K.

(3) Consists of short-term performance-based cash incentives under the Company’s Executive Cash Incentive Plan as further described

in “Compensation Discussion and Analysis — Elements of Executive Officer Compensation and Why We Chose to Pay Each Element

— Short-term Incentives.” Amounts disclosed here represent compensation earned based on performance during the year, but paid in

the first quarter of the following year.

(4) Amounts included in “All Other Compensation” for 2024 are detailed in the table below.

LAS VEGAS SANDS 2025 Proxy Statement 45

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EXECUTIVE COMPENSATION AND OTHER INFORMATION

— ALL OTHER COMPENSATION FOR 2024

NAMED EXECUTIVE OFFICER	401(k) PLAN (i) ($)	LIFE AND DISABILITY INSURANCE (ii) ($)	HEALTH CARE INSURANCE (iii) ($)	SECURITY (iv) ($)	OTHER (v) ($)	TOTAL ($)
Robert G. Goldstein	$ 19,800	$ 7,382	$ 84,075	$ 877,430	$ 1,190,598	$ 2,179,285
Patrick Dumont	$ —	$ 1,766	$ 11,932	$ 2,127,924	$ 2,900,582	$ 5,042,204
Randy Hyzak	$ 19,800	$ 2,846	$ 8,267	$ —	$ 143,238	$ 174,151
D. Zachary Hudson	$ 19,800	$ 1,334	$ 13,361	$ —	$ 284,391	$ 318,886

(i) Matching contributions made under the Las Vegas Sands Corp. 401(k) Retirement Plan, which is a tax-qualified defined contribution

plan that is generally available to all of our eligible Team Members.

(ii) The amounts are imputed as income in connection with our payments in 2024 of premiums on group term life insurance and short-

term disability insurance. A lower amount of group term life insurance is generally available to all salaried Team Members. Short-term

disability insurance is also generally available to all salaried Team Members.

(iii) During 2024 , Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson participated in a group supplemental medical expense

reimbursement plan available only to certain of our senior executives. The supplemental insurance coverage is in excess of the

coverage provided by our group medical plan. The amounts in the table represent administration fees and reimbursements of

qualified medical expenses in 2024 under this plan.

(iv) The amount relates to the Company’s cost for providing security services to Mr. Goldstein and his spouse and to Mr. Dumont and his

immediate family based on the recommendation of an independent, third-party security study.

(v) Of the $1,190,598 in the table for Mr. Goldstein, $815,404 relates to Mr. Goldstein’s personal use of Company-owned aircraft based

on the aggregate incremental cost to the Company, which is calculated based on the allocable flight-specific costs of the personal

flights (including, where applicable, return flights with no passengers) and includes costs such as fuel, catering, crew expenses,

navigation fees, ground handling, unscheduled maintenance, ground transportation and air phones, but excludes fixed costs such as

depreciation and overhead costs, $249,659 for the reimbursement of taxes primarily relating to this personal aircraft usage, $52,836

for dividends paid out on restricted stock units that vested during the year, $47,199 relates to country club fees and $25,500 relates to

hospitality expenses.

Of the $2,900,582 in the table for Mr. Dumont, $2,487,699 relates to the personal use of aircraft based on the aggregate incremental

cost to the Company, which is calculated as described above, $355,739 relates to the reimbursement of taxes relating to this personal

aircraft usage, $28,673 relates to hospitality expenses, and $28,471 relates to dividends paid out on restricted stock units that vested

during the year.

Of the $143,238 in the table for Mr. Hyzak, $126,697 relates to the personal use of Company-owned aircraft based on the aggregate

incremental cost to the Company, which is calculated as described above, $8,541 relates to dividends paid out on restricted stock

units that vested during the year, and $8,000 relates to hospitality expenses .

Of the $284,391 in the table for Mr. Hudson, $252,562 relates to the personal use of Company-owned aircraft based on the aggregate

incremental cost to the Company, which is calculated as described above, $24,000 for hospitality expenses, and $7,829 relates to

dividends paid out on restricted stock units that vested during the year .

46 LAS VEGAS SANDS 2025 Proxy Statement

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— 2024 GRANTS OF PLAN-BASED AWARDS

The following table presents information on potential payment opportunities in respect of 2024 performance for our named

executive officers and equity awards granted to them during calendar year 2024 under our Amended and Restated 2004

Equity Award Plan.

NAME	GRANT DATE	ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS (1) — THRESHOLD ($)	TARGET ($)	MAXIMUM ($)	EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SH)
Robert G. Goldstein
Annual Bonus		5,100,000	6,000,000	6,900,000
RSU Award	1/29/2024			222,470	$ 11,212,488
Stock Option				—	$ —
Patrick Dumont
Annual Bonus		$ 4,250,000	$ 5,000,000	$ 5,750,000
RSU Award	1/29/2024			114,087	$ 5,749,985
Stock Option				—	$ —
Randy Hyzak
Annual Bonus		$ 1,530,000	$ 1,800,000	$ 2,070,000
RSU Award	1/29/2024			34,226	$ 1,724,990
Stock Option				—	$ —
D. Zachary Hudson
Annual Bonus		$ 1,933,750	$ 2,275,000	$ 2,616,250
RSU Award	1/29/2024			31,374	$ 1,581,250
Stock Option				—	$ —

(1) The amounts shown in these columns represent the range of potential incentive payment opportunities for 2024 based on achieving

certain performance criteria established by the Compensation Committee. For 2024 , Mr. Goldstein and Mr. Dumont were eligible to

receive bonuses of 200% of their annual base salaries and Mr. Hyzak and Mr. Hudson were eligible to receive bonuses of 150% and

175% , respectively, of their annual base salaries, in each case, to the extent the performance criteria set by the Compensation

Committee were met. For Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson, the bonuses are payable at 85% of target if the

performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are

achieved at the maximum payout level. The actual bonus payout is determined by the Compensation Committee. Refer to the

discussion under “ 2024 Employment Agreements ,” as well as under “ 2024 Executive Compensation Performance Criteria” for more

information regarding incentive awards.

(2) The amounts shown in this column represent the aggregate grant date fair value computed in accordance with ASC Topic 718

regarding share-based payments. For a discussion of the relevant assumptions used in the calculation of these amounts, refer to

Note 18 to the consolidated financial statements for the year ended December 31, 2024 , included in the Company’s 2024 Annual

Report on Form 10-K.

LAS VEGAS SANDS 2025 Proxy Statement 47

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EXECUTIVE COMPENSATION AND OTHER INFORMATION

— OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

The following table sets forth information concerning our stock options and shares of restricted stock held by our named

executive officers as of December 31, 2024 :

NAME	OPTION AWARDS — NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE		EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEARNED OPTIONS (#)	OPTION EXERCISE PRICE ($)	OPTION EXPIRATION DATE	STOCK AWARDS — NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)		MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (1) ($)
Robert G. Goldstein	2,500,000	—		—	$ 50.33	11/19/2028	222,470	(3)	$ 11,426,059
	2,000,000	—		—	$ 34.28	12/2/2031	112,862	(4)	$ 5,796,592
Patrick Dumont	425,000	—		—	$ 52.53	3/28/2026	114,087	(5)	$ 5,859,508
	1,500,000	—		—	$ 34.28	12/2/2031	57,877	(6)	$ 2,972,563
Randy Hyzak	21,910	—		—	$ 58.81	10/3/2026	34,226	(7)	$ 1,757,847
	21,358	—		—	$ 63.89	6/29/2027	17,363	(8)	$ 891,764
	17,424	—		—	$ 75.18	2/1/2028	—		—
	35,635	—		—	$ 59.89	1/31/2029	—		—
	39,920	—		—	$ 65.31	1/30/2030	—		—
	500,000	—		—	$ 34.28	12/2/2031	—		—
D. Zachary Hudson	150,000	—		—	$ 57.76	9/29/2029	31,374	(9)	$ 1,611,369
	—	510,157	(2)	—	$ 48.63	12/12/2033	15,916	(10)	$ 817,446
	500,000	—		—	$ 34.28	12/02/2031	—		—

(1) Market value is determined based on the closing price of our Common Stock of $51.36 on December 31, 2024 , the last trading day of

2024 , as reported on the NYSE and equals the closing price multiplied by the number of shares underlying the grants.

(2) The unvested portion of this stock option grant vests on December 31, 2029.

(3) The remaining unvested restricted stock units vest as follows: 73,416 restricted stock units vested on January 29, 2025 , 73,415

restricted stock units vest on January 29, 2026 and 75,639 restricted stock units vest on January 29, 2027 .

(4) The remaining unvested restricted stock units vest as follows: 55,589 restricted stock units vested on January 30, 2025 and 57,273

restricted stock units vest on January 30, 2026 .

(5) The remaining unvested restricted stock units vest as follows: 37,649 restricted stock units vested on January 29, 2025 , 37,649

restricted stock units vest on January 29, 2026 and 38,789 restricted stock units vest on January 29, 2027 .

(6) The remaining unvested restricted stock units vest as follows: 28,507 restricted stock units vested on January 30, 2025 and 29,370

restricted stock units vest on January 30, 2026 .

(7) The remaining unvested restricted stock units vest as follows: 11,295 restricted stock units vested on January 29, 2025 , 11,295

restricted stock units vest on January 29 , 2026 and 11,636 restricted stock units vest on January 29, 2027 .

(8) The remaining unvested restricted stock units vest as follows: 8,552 restricted stock units vested on January 30, 2025 and 8,811

restricted stock units vest on January 30, 2026 .

(9) The remaining unvested restricted stock units vest as follows: 10,354 restricted stock units vested on January 29, 2025 , 10,353

restricted stock units vest on January 29, 202 6 and 10,667 restricted stock units vest on January 29, 2027 .

(10) The remaining unvested restricted stock units vest as follows: 7,839 restricted stock units vested on January 30, 2025 and 8,077

restricted stock units vest on January 30, 2026.

48 LAS VEGAS SANDS 2025 Proxy Statement

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— OPTION EXERCISES AND STOCK VESTED IN 2024

The following table sets forth information concerning the exercise of stock options and the vesting of restricted stock awards

by our named executive officers during 2024 :

NAME	OPTION AWARDS — NUMBER OF SHARES ACQUIRED ON EXERCISE (#)	VALUE REALIZED ON EXERCISE ($)	STOCK AWARDS — NUMBER OF SHARES VESTED (#)	VALUE REALIZED ON VESTING (1) ($)
Robert G. Goldstein	—	$ —	106,589	$ 5,070,161
Patrick Dumont	—	$ —	56,955	$ 2,704,347
Randy Hyzak	—	$ —	17,086	$ 811,280
D. Zachary Hudson	—	$ —	15,662	$ 743,668

(1) Market value on each vesting date is determined based on the closing price of our Common Stock as reported on the NYSE on the

applicable vesting date (or the last trading date before the vesting date if the vesting date falls on a non-trading date) and equals the

closing price multiplied by the number of vested shares.

— POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Applicable Provisions in Employment Agreements

The employment agreements for Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson provide for payments and the

continuation of benefits upon certain terminations of employment from the Company. All payments under the executive

employment agreements for Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson in connection with a termination of

employment are subject to the applicable named executive officer’s agreement to release the Company from all claims

relating to his employment and the termination of his employment. These named executive officers also are subject to

covenants restricting their ability to compete with the Company or to hire Team Members for a specified period following

termination of employment.

Change in Control Arrangements

The employment agreements for Mr. Goldstein, Mr. Dumont and Mr. Hyzak provide additional severance benefits in the

context of a “change in control” of the Company, which is defined in our Amended and Restated 2004 Equity Award Plan and

is deemed to occur upon:

• the acquisition by any individual, entity or group of beneficial ownership of 50% or more (on a fully diluted basis) of

either the then outstanding shares of our Common Stock or the combined voting power of our then outstanding voting

securities entitled to vote generally in the election of directors; provided, however, that the following acquisitions shall

not constitute a change in control: (i) any acquisition by the Company or any affiliate (as defined), (ii) any acquisition by

any Team Member benefit plan sponsored or maintained by the Company or any affiliate, (iii) any acquisition by Mr.

Adelson’s estate or any related party (as defined in our Amended and Restated 2004 Equity Award Plan) or any group

of which Mr. Adelson’s estate or a related party is a member, (iv) certain reorganizations, recapitalizations, mergers,

consolidations, statutory share exchanges or similar forms of corporate transaction that do not result in a change of

ultimate control of more than 50% of the total voting power of the resulting entity or the change in a majority of the

Board, or (v) in respect of an executive officer, any acquisition by the executive officer or any group of persons including

the executive officer (or any entity controlled by the executive officer or any group of persons including the executive

officer);

• the incumbent members of the Board on the date that the agreement was approved by the incumbent directors or

directors elected by stockholder vote (other than directors elected as the result of an actual or threatened election

contest) cease for any reason to constitute at least a majority of the Board;

• the Company’s dissolution or liquidation;

• the sale, transfer or other disposition of all or substantially all of the Company’s business or assets other than any sale,

transfer or disposition to Mr. Adelson’s estate or one of his related parties; or

• the consummation of certain reorganizations, recapitalizations, mergers, consolidations, statutory share exchanges or

similar forms of corporate transaction unless, immediately following any such business combination, there is no change

of ultimate control of more than 50% of the total voting power of the resulting entity or change in a majority of the Board.

LAS VEGAS SANDS 2025 Proxy Statement 49

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EXECUTIVE COMPENSATION AND OTHER INFORMATION

Executive Officers’ Benefits upon Termination or Change in Control

The following summaries are qualified in all respects by the terms of the applicable employment agreements in effect during

2024 and applicable law.

Mr. Goldstein

The Company is obligated to pay or provide Mr. Goldstein (or his estate) the following under the various termination

scenarios pursuant to his amended employment agreement, if his employment is terminated prior to March 1, 2026. As

previously discussed, on March 5, 2025, the Company and Las Vegas Sands, LLC entered into the Amendment with Mr.

Goldstein, which provides that, subject to Mr. Goldstein’s continued employment with the Company through March 1, 2026

and his execution of a release, Mr. Goldstein will transition to the role of senior advisor on March 1, 2026 and provide

consulting services to the Company for a two-year period commencing on March 1, 2026. During the consulting term, Mr.

Goldstein will be entitled to receive annual consulting fees and other benefits provided under the Amendment, as describe d

in the “2025 Goldstein Amended Employment Agreement” section below.

REASON FOR TERMINATION	MR. GOLDSTEIN IS ENTITLED TO:
Company Terminates for Cause	“Goldstein Accrued Benefits” consisting of: • base salary through the date of termination of employment • all previously earned bonuses through the date of termination of employment • reimbursement for expenses incurred, but not paid, prior to such termination of employment, subject to the receipt of supporting information by the Company • such other compensation and benefits as may be provided in outstanding equity awards or applicable plans and programs of the Company, according to the terms and conditions of such plans and programs
Company Terminates Without Cause or Executive Officer Terminates for Good Reason	Goldstein Accrued Benefits a lump sum payment in the amount of two times the sum of his base salary plus his target bonus any unpaid bonus for the calendar year preceding the date of termination of employment pro-rata target bonus for the year of termination accelerated vesting of equity
Company Terminates Without Cause or Executive Officer Terminates for Good Reason within 24 months following a Change in Control	• Goldstein Accrued Benefits • accelerated vesting of equity • a lump sum payment in the amount of three times the sum of his base salary plus target bonus • any unpaid bonus for the calendar year preceding the date of termination of employment • pro-rata target bonus for the year of termination • continued participation in the health and welfare benefit plans of the Company and employer contributions to non-qualified retirement plans and deferred compensation plans, if any, for two years following the date of termination
Death or Disability	• Goldstein Accrued Benefits • a lump sum payment in the amount of two times his base salary • any unpaid bonus for the calendar year preceding the date of termination of employment • accelerated vesting of equity

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The reasons for termination are defined in Mr. Goldstein’s employment agreement as follows :

DEFINITION	DESCRIPTION IN MR. GOLDSTEIN’S EMPLOYMENT AGREEMENT
Cause	• he is convicted of a felony • he commits fraud or embezzlement with respect to the Company, its subsidiaries or affiliates • he commits any material act of dishonesty relating to his employment by the Company resulting in direct or indirect personal gain or enrichment at the expense of the Company, its subsidiaries or affiliates • he uses alcohol or drugs that render him materially unable to perform the functions of his job or to carry out his duties to the Company and he fails to correct the situation following written notice • he commits a material breach of his employment agreement and he fails to correct the situation following written notice • he commits any act or acts of serious and willful misconduct that is likely to cause a material adverse effect on the business of the Company, its subsidiaries or affiliates • his gaming license is withdrawn with prejudice, denied, revoked or suspended by any of the gaming authorities with jurisdiction over the Company or its affiliates and he fails to correct the situation following written notice
Good Reason	• the Company’s removal of Mr. Goldstein from the position of CEO of the Company • any other material adverse change in Mr. Goldstein’s status, position, duties or responsibilities (which shall include any adverse change in his reporting relationships) or location of principal office • the Company’s material breach of its obligations under his employment agreement or any plan documents or agreements of the Company No purported termination for Good Reason will be effective unless the Company fails to cure the facts or events creating “Good Reason” within 30 days after written notice is delivered by Mr. Goldstein to the Company.
Change in Control	• Refer to “Change in Control Arrangements” as previously described for details
Disability	• Mr. Goldstein shall, in the opinion of an independent physician selected by agreement between the Board of Directors and Mr. Goldstein, become so physically or mentally incapacitated that he is unable to perform the duties of his employment for an aggregate of 180 days in any 365-day consecutive period or for a continuous period of six consecutive months

LAS VEGAS SANDS 2025 Proxy Statement 51

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EXECUTIVE COMPENSATION AND OTHER INFORMATION

Mr. Dumont

The Company is obligated to pay or provide Mr. Dumont (or his estate) the following under the various termination scenario s

pursuant to his employment agreement:

REASON FOR TERMINATION	MR. DUMONT IS ENTITLED TO:
Company Terminates for Cause	“Dumont Accrued Benefits” consisting of: • base salary through the date of termination of employment • all previously earned bonuses through the date of termination of employment • reimbursement for expenses incurred, but not paid, prior to such termination of employment, subject to the receipt of supporting information by the Company • such other compensation and benefits as may be provided in outstanding equity awards or applicable plans and programs of the Company, according to the terms and conditions of such awards, plans and programs
Company Terminates Without Cause or Executive Officer Terminates for Good Reason	• Dumont Accrued Benefits • a payment of his base salary plus his target bonus, paid over 12 months post termination of employment • any unpaid bonus for the calendar year preceding the date of termination of employment • pro-rata target bonus for the year of termination • accelerated vesting of equity
Company Terminates Without Cause or Executive Officer Terminates for Good Reason within 24 months following a Change in Control	• Dumont Accrued Benefits • accelerated vesting of equity • a lump sum payment in the amount of two times the sum of his base salary plus target bonus • any unpaid bonus for the calendar year preceding the date of termination of employment • pro-rata target bonus for the year of termination • continued participation in the health and welfare benefit plans of the Company and employer contributions to non-qualified retirement plans and deferred compensation plans, if any, for two years following the date of termination
Death or Disability	• Dumont Accrued Benefits • continuation of base salary for 12 months following termination of employment, less any Company-provided short-term disability or life insurance proceeds • any unpaid bonus for the calendar year preceding the date of termination of employment • accelerated vesting of equity

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The reasons for termination are defined in Mr. Dumont’s employment agreement as follows :

DEFINITION	DESCRIPTION IN MR. DUMONT’S EMPLOYMENT AGREEMENT
Cause	• he commits a felony or misappropriates any material funds or material property of the Company or any of its affiliates • he commits fraud or embezzlement with respect to the Company or any of its affiliates • he commits any material act of dishonesty resulting in direct or indirect personal gain or enrichment • he uses alcohol or drugs that render him unable to perform fully the functions of his job or to carry out fully his duties to the Company and he fails to correct the situation following written notice • he commits a material breach of his employment agreement as determined by the Company in its sole discretion and he fails to correct the situation following written notice • he commits any act or acts of serious and willful misconduct (including disclosure of confidential information) that is likely to cause a material adverse effect on the business of the Company or any of its affiliates and he fails to correct the situation following written notice • his gaming license is withdrawn with prejudice, denied, revoked or suspended by any of the gaming authorities with jurisdiction over the Company or its affiliates
Good Reason	• the Company’s removal of Mr. Dumont from the position of President and Chief Operating Officer of the Company • a material adverse change in Mr. Dumont’s status, position, duties or responsibilities (which shall include his ceasing to be the President and Chief Operating Officer of a publicly-traded company or any adverse change in the reporting relationship) • the Company’s material breach of its obligations under his employment agreement or any plan documents or agreements of the Company No purported termination for Good Reason will be effective unless the Company fails to cure the facts or events creating “Good Reason” within 30 days after written notice is delivered by Mr. Dumont to the Company.
Change in Control	• Refer to “Change in Control Arrangements” as previously described for details
Disability	• Mr. Dumont shall, in the opinion of an independent physician selected by agreement between the Board of Directors and Mr. Dumont, become so physically or mentally incapacitated that he is unable to perform the duties of his employment for an aggregate of 180 days in any 365-day consecutive period or for a continuous period of six consecutive months

LAS VEGAS SANDS 2025 Proxy Statement 53

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EXECUTIVE COMPENSATION AND OTHER INFORMATION

Mr. Hyzak

The Company is obligated to pay or provide Mr. Hyzak (or his estate) the following under the various termination scenarios

pursuant to his amended employment agreement:

REASON FOR TERMINATION	MR. HYZAK IS ENTITLED TO:
Company Terminates for Cause	“Hyzak Accrued Benefits” consisting of: • a base salary through the date of termination of employment • all previously earned bonuses through the date of termination of employment • reimbursement for expenses incurred, but not paid, prior to such termination of employment, subject to the receipt of supporting information by the Company • such other compensation and benefits as may be provided in outstanding equity awards or applicable plans and programs of the Company, according to the terms and conditions of such awards, plans and programs
Company Terminates Without Cause or Executive Officer Terminates for Good Reason	• Hyzak Accrued Benefits • a payment of his base salary plus his target bonus, paid over 12 months post termination of employment • any unpaid bonus for the calendar year preceding the date of termination of employment • accelerated vesting of equity
Company Terminates Without Cause or Executive Officer Terminates for Good Reason within 24 months following a Change in Control	• Hyzak Accrued Benefits • accelerated vesting of equity • a lump sum payment in the amount of one times the sum of his base salary plus target bonus • any unpaid bonus for the calendar year preceding the date of termination of employment • pro-rata target bonus for the year of termination • continued participation in the health and welfare benefit plans of the Company and employer contributions to non-qualified retirement plans and deferred compensation plans, if any, for two years following the date of termination
Death or Disability	• Hyzak Accrued Benefits • continuation of base salary for 12 months following termination of employment, less any Company-provided short-term disability or life insurance proceeds • any unpaid bonus for the calendar year preceding the date of termination of employment • accelerated vesting of equity

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The reasons for termination are defined in Mr. Hyzak’s amended employment agreement as follows :

DEFINITION	DESCRIPTION IN MR. HYZAK’S AMENDED EMPLOYMENT AGREEMENT
Cause	• he commits a felony or misappropriates any material funds or material property of the Company or any of its affiliates • he commits fraud or embezzlement with respect to the Company or any of its affiliates • he commits any act of dishonesty resulting in direct or indirect personal gain or enrichment • he uses alcohol or drugs that render him unable to perform fully the functions of his job or to carry out fully his duties to the Company and he fails to correct the situation following written notice • he commits a non de minimis breach of his employment agreement as determined by the Company in its sole discretion and he fails to correct the situation following written notice • he commits any act or acts of serious and willful misconduct (including disclosure of confidential information) that is likely to cause a material adverse effect on the business of the Company or any of its affiliates • his gaming license is withdrawn with prejudice, denied, revoked or suspended by any of the gaming authorities with jurisdiction over the Company or its affiliates and he fails to correct the situation following written notice
Good Reason	• the Company’s removal of Mr. Hyzak from the position of Executive Vice President and Chief Financial Officer of the Company • a material adverse change in Mr. Hyzak’s status, position, duties or responsibilities (which shall include his ceasing to be the Executive Vice President and Chief Financial Officer of a publicly traded company or any adverse change in the reporting relationship) No purported termination for Good Reason will be effective unless the Company fails to cure the facts or events creating “Good Reason” within 30 days after written notice is delivered by Mr. Hyzak to the Company.
Change in Control	• Refer to “Change in Control Arrangements” as previously described for details
Disability	• Mr. Hyzak shall, in the opinion of an independent physician selected by the Company, become so physically or mentally incapacitated that he is unable to perform the duties of his employment

LAS VEGAS SANDS 2025 Proxy Statement 55

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EXECUTIVE COMPENSATION AND OTHER INFORMATION

Mr. Hudson

The Company is obligated to pay or provide Mr. Hudson the following under the various termination scenarios pursuant t o

his second amended employment agreement:

REASON FOR TERMINATION	MR. HUDSON IS ENTITLED TO:
Company Terminates for Cause	“Hudson Accrued Benefits” consisting of: • base salary through the date of termination of employment • reimbursement for expenses incurred, but not paid, prior to such termination of employment, subject to the receipt of supporting information by the Company • such other compensation and benefits as may be provided in outstanding equity awards or applicable plans and programs of the Company, according to the terms and conditions of such plans and programs
Company Terminates Without Cause or Executive Officer Terminates for Good Reason	• Hudson Accrued Benefits • a payment of his base salary plus his target bonus, paid over 12 months post termination of employment • accelerated vesting of the portion of the Second Amendment Option Grant that would have already vested as of the termination date had the Second Amendment Option Grant been subject to annual pro-rata vesting commencing on the grant date • relocation per the Company’s relocation policy to a city of his choice in the continental United States • in accordance with the applicable award agreement, the one-time performance- based stock options will remain outstanding and continue to vest as set out in the applicable award agreement

The reasons for termination are defined in Mr. Hudson’s second amended employment agreement as follows :

DEFINITION	DESCRIPTION IN MR. HUDSON’S SECOND AMENDED EMPLOYMENT AGREEMENT
Cause	• he is convicted or pleads guilty or enters into a nolo contendere or Alford plea to a felony or is convicted of a misdemeanor involving moral turpitude, which materially affects his ability to perform duties or materially adversely affects the Company or its reputation or he misappropriates any material funds or property of the Company • he commits fraud or embezzlement with respect to the Company • he commits any material act of dishonesty relating to his employment by the Company regardless of whether such act results or was intended to result in his direct or indirect personal gain or enrichment • he uses alcohol or drugs that render him unable to perform the functions of his job or to carry out his duties to the Company • he fails to render services, including any licensing requirements, or fails to follow directions communicated by management • any act, or failure to act, (including disclosure of confidential information) by Mr. Hudson that is likely to prejudice the business or reputation of the Company, to result in material economic or other harm to the Company or which brings material disrepute upon himself, either personally or professionally • he violates any law, rule or regulation of any governmental or regulatory body material to the business of the Company or its affiliates • he loses, cannot attain or has revoked or suspended any license or certification necessary to discharge his duties on behalf of the Company • he willfully or persistently fails to reasonably perform his duties
Good Reason	• the Company’s removal of Mr. Hudson from the position of Executive Vice President and/or Global General Counsel of the Company • a relocation of his principal place of employment by more than 200 miles; or • a material adverse change in Mr. Hudson’s status, position, duties or responsibilities (which shall include not reporting to the CEO or the CEO’s designee), which is not cured within 30 days after written notice thereof is delivered by Mr. Hudson to the Company

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2025 Goldstein Amended Employment Agreement

As previously discussed, on March 5, 2025, the Company and Las Vegas Sands, LLC entered into the Amendment with Mr.

Goldstein, which provides that, subject to Mr. Goldstein’s continued employment with the Company through March 1, 2026

and his execution of a release, Mr. Goldstein will transition to the role of senior advisor on March 1, 2026 and provide

consulting services to the Company for a two-year period commencing on March 1, 2026.

The following summary is qualified in all respects by the terms of the Amendment.

In accordance with the Amendment, subject to Mr. Goldstein’s continued employment with the Company through March 1,

2026, and his execution of a release, Mr. Goldstein will transition to the role of senior advisor on March 1, 2026, and for the

two-year period commencing on March 1, 2026, Mr. Goldstein will provide consulting services to the Company relating to

matters appropriate for the attention of the former Chief Executive Officer of the Company, including (i) the Company’s

government relations activities, (ii) securing new physical development opportunities for the Company and (iii) the

Company’s gaming strategies, and will be entitled to receive the following fees and benefits during the consulting term:

• an annual consulting fee of $4,500,000

• consistent with the terms of his original employment agreement, all equity awards previously granted pursuant to

his employment agreement or otherwise will vest as of March 1, 2026

• with respect to any then-outstanding stock options, any post-termination exercise period set forth in the applicable

stock option award agreement will run from the last day of the consulting term

• utilization of Company-owned jet aircraft for business and personal purposes (provided that such personal use may

not to exceed 125 hours of flight time per year) at the Company’s expense; when traveling for business purposes,

the Company will reimburse Mr. Goldstein for first class hotel accommodations; and an income tax gross up for the

aforementioned benefits if they are determined to be taxable income to Mr. Goldstein

• access to the security services made available by the Company to its senior executives, provided that Mr. Goldstein

shall reimburse the Company for the costs incurred

• continued participation in the Company’s general health and welfare benefit plans or cash payments in lieu thereof

• continued participation in a group supplemental medical insurance program available to certain of the Company’s

senior officers or cash payments in lieu thereof

Amended and Restated 2004 Equity Award Plan

In the event of a change in control, as defined in our Amended and Restated 2004 Equity Award Plan, if our Compensation

Committee so determines:

• all outstanding options and equity (other than performance compensation awards) issued under our Amended and

Restated 2004 Equity Award Plan shall fully vest; and

• outstanding awards may be cancelled and the value of the awards shall be paid to the participants.

In addition, performance compensation awards shall vest based on the level of attainment of the performance goals as

determined by the Compensation Committee.

LAS VEGAS SANDS 2025 Proxy Statement 57

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EXECUTIVE COMPENSATION AND OTHER INFORMATION

— POTENTIAL PAYMENTS/BENEFITS UPON TERMINATION OF EMPLOYMENT FOR 2024

The table below sets forth information about the potential payments and benefits our named executive officers who were

employed by us on December 31, 2024 , may receive under their employment agreements, as in effect on December 31,

2024 , upon the termination of their employment with the Company. The amounts shown in the table below are estimates of

the maximum payments that each named executive officer would receive in certain instances assuming a hypothetical

employment termination date of December 31, 2024 . The amounts actually payable will be determined only upon the

termination of employment of each named executive officer, taking into account the facts and circumstances surrounding the

named executive officer’s termination of employment, and are qualified in all respects by the terms of the applicable

employment agreements and applicable law.

The information in the table assumes:

• amounts included in cash payments for incentive bonus payments are based on each named executive achieving 100%

of their performance targets and/or goals;

• the named executive officer did not become employed by a subsequent employer; and

• equity awards vest fully upon terminations without cause or for good reason (whether or not in connection with a change

in control), or death or disability, if provided in the applicable employment agreement.

NAME	CASH PAYMENTS	ACCELERATION OF RESTRICTED STOCK UNITS (1)	CONTINUED VESTING OR ACCELERATION OF OPTIONS (2)	CONTINUED HEALTH BENEFITS (3)	TOTAL
Robert G. Goldstein
Without Cause/For Good Reason	$ 24,000,000	$ 17,222,652	$ —	$ —	$ 41,222,652
Without Cause/For Good Reason within 2 Years Following a Change in Control	$ 33,000,000	$ 17,222,652	$ —	$ 73,442	$ 50,296,094
Death/Disability	$ 6,000,000	$ 17,222,652	$ —	$ —	$ 23,222,652
Patrick Dumont
Without Cause/For Good Reason	$ 12,500,000	$ 8,832,071	$ —	$ —	$ 21,332,071
Without Cause/For Good Reason within 2 Years Following a Change in Control	$ 20,000,000	$ 8,832,071	$ —	$ 73,442	$ 28,905,513
Death/Disability	$ 2,500,000	$ 8,832,071	$ —	$ —	$ 11,332,071
Randy Hyzak
Without Cause/For Good Reason	$ 3,000,000	$ 2,649,611	$ —	$ —	$ 5,649,611
Without Cause/For Good Reason within 2 Years Following a Change in Control	$ 4,800,000	$ 2,649,611	$ —	$ 73,442	$ 7,523,053
Death/Disability	$ 1,200,000	$ 2,649,611	$ —	$ —	$ 3,849,611
D. Zachary Hudson
Without Cause/For Good Reason	$ 3,605,000	$ —	$ 232,121	$ —	$ 3,837,121
Without Cause/For Good Reason within 2 Years Following a Change in Control	$ 3,605,000	$ —	$ 232,121	$ —	$ 3,837,121
Death/Disability	$ —	$ —	$ —	$ —	$ —

(1) Reflects the value of accelerated vesting of restricted stock units, based on the closing price of our Common Stock on December 31,

2024 , the last day of trading of 2024 , of $51.36 per share. Of the amounts shown in the table, restricted stock units with a value of

$6,625,697 , $3,397,772 and $1,019,342 for Mr. Goldstein, Mr. Dumont and Mr. Hyzak, respectively, vested during the period from

January 1, 2025 , through the date of this proxy statement and, accordingly, will not be accelerated in the event of termination of

employment.

(2) Reflects the value of continued or accelerated vesting of options equal to the excess of (a) the closing price of our Common Stock on

December 31, 2024 , of $51.36 per share over (b) the applicable exercise price of the options.

(3) Continued health benefits represents the estimated cost for providing such benefits the named executive officer would be entitled to

under the remainder of the term.

58 LAS VEGAS SANDS 2025 Proxy Statement

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PAY-VERSUS-PERFORMANCE

— 2024 PAY-VERSUS-PERFORMANCE TABLE

The following table provides information regarding compensation earned, compensation actually paid, total shareholder

return (“TSR”), net income (loss) from continuing operations and adjusted property EBITDA, our most important financial

measure used in determining compensation during the year ended December 31, 2024 (and the prior years shown in the

table) for our Principle Executive Officer ("PEO") and our non-PEO named executive officers ("Non-PEO NEOs"):

YEAR	SUMMARY COMPENSATION TABLE TOTAL FOR FIRST PEO (1)	SUMMARY COMPENSATION TABLE TOTAL FOR SECOND PEO (1)	COMPENSATION ACTUALLY PAID TO FIRST PEO (1)	COMPENSATION ACTUALLY PAID TO SECOND PEO (1)	AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS (1)	AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS (1)	VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON — LVS TSR (2)	PEER GROUP TSR (DJ U.S. GAMBLING INDEX) (3)	NET INCOME (LOSS) (4)	ADJUSTED PROPERTY EBITDA (5)
				(i)		(ii)			(in millions)
2024	N/A	$ 21,851,773	N/A	$ 23,165,554	$ 9,283,239	$ 10,486,368	$ 78	$ 76	$ 1,752	$ 4,379
2023	N/A	$ 21,937,818	N/A	$ 12,534,003	$ 11,315,608	$ 8,825,639	$ 73	$ 76	$ 1,431	$ 4,085
2022	N/A	$ 11,410,263	N/A	$ 40,267,303	$ 5,634,384	$ 14,578,252	$ 71	$ 58	$ 1,357	$ 732
2021	$ 5,784,936	$ 31,204,900	$ 5,393,584	$ 8,426,900	$ 12,095,245	$ 12,806,858	$ 56	$ 78	$ ( 1,276 )	$ 786
2020	$ 11,344,715	N/A	$ 11,902,072	N/A	$ 2,663,400	$ 3,462,239	$ 88	$ 90	$ ( 2,143 )	$ ( 48 )

(1) Mr. Adelson passed away on January 11, 2021. Prior to the passing of Mr. Adelson , Mr. Goldstein was appointed as Acting Chairman

and Acting CEO on January 7, 2021 and, subsequent to Mr. Adelson’s passing, became Chairman and CEO on January 26, 2021.

Prior to Mr. Goldstein’s appointment, he served as President and Chief Operating Officer. Our PEOs and Non-PEO NEOs for the

years shown in the table above were as follows:

• For 2022 , 2023 and 2024 : Mr. Goldstein served as our PEO and Mr. Dumont, Mr. Hyzak and Mr. Hudson served as our Non-

PEO NEOs.

• For 2021 : Mr. Adelson and Mr. Goldstein served as our PEOs and Mr. Dumont, Mr. Hyzak and Mr. Hudson served as our Non-

PEO NEOs.

• For 2020 : Mr. Adelson served as our PEO and Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson served as our Non-PEO

NEOs.

(2) Cumulative TSR is calculated by dividing (A) the sum of the cumulative amount of dividends (if any) for the measurement period

beginning December 31, 2019 (determined in accordance with Item 402(v) of Regulation S-K), assuming dividend reinvestment, and

the difference between the Company’s Common Stock price at the end and the beginning of the measurement period, by (B) our

Common Stock price at the beginning of the measurement period.

(3) For purposes of this disclosure, our peer group, the DJ U.S. Gambling Index, is the same peer group used for purposes of the

performance graph included in the Company’s Annual Report on Form 10-K for each of the fiscal years ended December 31, 2024 ,

2023 , 2022 , 2021 and 2020 .

(4) In 2022, the Company had a net loss from continuing operations of $1.54 billion , which excludes the net income from the Las Vegas

operations as that is disclosed as a discontinued operation. The Las Vegas operations included a gain on the sale of $2.85 billion .

(5) Refer to Annex A, which includes a reconciliation of non-GAAP adjusted property EBITDA to net income.

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PAY-VERSUS-PERFORMANCE

The following table provides the adjustments relating to equity awards made to the summary compensation table total to

obtain the compensation actually paid for the years indicated for our named executive officers:

NOTE	YEAR	SUMMARY COMPENSATION TABLE TOTAL	LESS: GRANT DATE FAIR VALUE OF EQUITY AWARDS INCLUDED IN SUMMARY COMPENSATION TABLE	YEAR-END FAIR VALUE OF EQUITY GRANTED DURING THE APPLICABLE YEAR (OUTSTANDING AND UNVESTED AS OF YEAR-END)	CHANGE IN FAIR VALUE AS OF YEAR- END OF EQUITY AWARDS GRANTED IN PRIOR YEARS (OUTSTANDING & UNVESTED AS OF YEAR-END)	CHANGE IN FAIR VALUE AS OF THE VESTING DATE OF EQUITY AWARDS THAT VESTED DURING THE APPLICABLE YEAR	COMPENSATION ACTUALLY PAID
(i)	Robert G. Goldstein
	2024	$ 21,851,773	$ ( 11,212,488 )	$ 11,426,059	$ 242,653	$ 857,557	$ 23,165,554
(ii)	Non-PEO NEOs (Average)
	2024	$ 9,283,239	$ ( 3,018,742 )	$ 3,076,242	$ 318,706	$ 826,923	$ 10,486,368

The Company does not have any defined benefit or pension plans. Additionally, the Company did not have any of the

following adjustments per Item 402(v)(2)(C)(1) of Regulation S-K occur in the relevant fiscal periods:

— awards that are granted and vest in the same fiscal year;

— awards granted in prior years that were determined to fail to meet the applicable vesting conditions during the

covered fiscal year; and

— dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the

vesting date that were not otherwise reflected in the fair value of such award or included in any other component of

total compensation for the covered fiscal year.

The year-end and vesting date fair values of the equity awards in the foregoing table are calculated in accordance with ASC

Topic 718. Grant date fair values of stock options are calculated based on the Black-Scholes option pricing model as of the

grant date; adjustments have been made using stock option fair values as of each measurement date using the stock price

as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield and risk free rates) as of the

measurement date. Grant date fair values for restricted stock units are calculated using the stock price as of the grant date;

adjustments have been made using the stock price as of fiscal year end and as of each vesting date.

As a significant amount of the values in the adjustments made to the summary compensation table total for equity awards

for our PEO and our Non-PEOs are required by the SEC to be based on our stock price as the last day of the fiscal year or

the vesting date, the values could have been materially different if other dates were selected.

— COMPARATIVE DISCLOSURE

Based on the employment agreements in effect during the 2024 fiscal year, 84% and 79% of the PEO’s and Non-PEO

NEO’s annual compensation is considered “at-risk,” respectively. We believe this strikes an appropriate balance between

holding our named executive officers accountable for the performance of the Company and aligning executive and

shareholder interest, while providing a platform to retain strong executive leaders. It is important to highlight that the

COVID-19 pandemic had a significant multi-year impact on our operations and as a result our named executive officers did

not receive any short-term or long-term performance-based incentives related to the 2020 or 2021 fiscal year, although they

each received a long-term incentive award in connection with the signing of their employment agreements in 2021 (refer to

“Executive Compensation and Other Information — 2024 Employment Agreements ”).

In 2021, our named executive officers were granted one-time performance-based stock options tied to the specific

operational and strategic performance criteria for the 2022 fiscal year, for which the respective criteria was attained. Our

named executive officers were also given aggressive financial performance criteria in order to receive short- and long-term

incentive awards for both the 2023 and 2024 years, for which the respective criteria were also met above the thresholds

described in "2024 Executive Compensation Performance Criteria." Refer to the “Compensation Discussion and Analysis”

section for greater detail on the short-term and long-term performance-based incentives and the accomplishments of

meeting the predetermined criteria.

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COMPENSATION TYPE	2020	2021	2022	2023	2024
Base Salary	✓	✓	✓	✓	✓
Short-Term Incentives - Annual Cash Bonus	X	X	✓	✓	✓
Long-Term Incentives - Equity Awards - Annual RSU Grants	X	X	✓	✓	✓
Long-Term Incentives - Equity Awards - One-Time Performance-Based Options Grants	X	✓	X	X	X
Long-Term Incentives - Equity Awards - One-Time Options Grants (1)	X	X	X	✓	X
Long-Term Incentives - Equity Awards - One-Time RSU Grants (1)	X	✓	X	X	X

(1) These one-time grants related to new or amended employment agreements. In 2023, Mr. Hudson was the only named executive

officer to receive a one-time grant, which was awarded in connection with his second amended employment agreement.

The following graph reflects (a) the relationship between our TSR and the TSR of our peer group over the last five years, as

well as (b) the relationship between the compensation actually paid to our named executive officers and our TSR over the

same period.

Due to the annual RSU opportunity comprising 52% and 41% of the annual compensation of our PEO and Non-PEO NEOs,

respectively, TSR is an appropriate metric against which to evaluate executive performance and compensation. We know

from our regular and extensive discussions with key stockholders that this measurement is the one most frequently

proposed by investors, for whom the vast majority are themselves measured by the absolute and relative TSR of the

companies in which they invest, thereby providing strong alignment of executive leadership incentives.

Our TSR in 2024 increased versus 2023 and was slightly ahead of our peer group, having been only marginally below the

peer group in 2023 (despite negative global investor sentiment toward China to which Sands has materially greater

proportionate exposure than the majority of the peer group). This followed a period of clear TSR outperformance in 2022,

reflecting the recovery of our Singapore business following the impacts of the COVID-19 pandemic.

• Represents Mr. Adelson as PEO for 2020 , Mr. Adelson and Mr. Goldstein as PEOs for 2021 (using the sum of

the compensation actually paid to both of them for 2021 ), and Mr. Goldstein as PEO for 2022 , 2023 and 2024 .

LAS VEGAS SANDS 2025 Proxy Statement 61

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PAY-VERSUS-PERFORMANCE

The following graph illustrates the relationship between the compensation actually paid to our named executive officers and

our net income (loss) and adjusted property EBITDA in the annual periods from 2020 to 2024 , inclusive. In 2020 through

2022, our operating and financial results were subject to considerable impact due to the COVID-19 pandemic with visitation

to both Macao and Singapore decreasing due to travel restrictions. This resulted in net losses from continuing operations,

reduced adjusted property EBITDA figures and lower cash flow from operations relative to prior periods, for three

consecutive years from 2020 to 2022. Throughout that period, our management team continued to make strategic capital

investments, which are benefiting our operations in both Macao and Singapore today. Our adjusted property EBITDA began

to improve in 2022 due to a limited recovery in Singapore. However, we only had net income in 2022 due to the sale of our

Las Vegas operations and assets (see note below). Our adjusted property EBITDA grew more meaningfully in 2023 and

grew again in 2024. The growth in adjusted property EBITDA in both those years reflects improved operating conditions in

both our Macao and Singapore operations, the benefits of major capital expenditure programs and the preparation of our

teams to leverage the strength of our assets in a recovering market. Net income was positive each year from 2022 to 2024

and increased year-over-year in each of those periods despite 2022 net income including the result of gains realized on the

sale of our Las Vegas operations and assets (see note to Compensation Paid vs LVS Net Income (Loss) & Adjusted

Property EBITDA chart below).

We believe the compensation actually paid to our named executive officers in 2024 is justified as a result of successfully

executing a significant recovery in both our Singapore and Macao businesses, with Singapore delivering another record year

of adjusted property EBITDA and Macao also delivering another year of adjusted property EBITDA growth in challenging

market conditions. We also continue to execute our capital expenditure programs in these locations as well as actively

pursuing potential development opportunities in other markets.

• Represents Mr. Adelson as PEO for 2020 , Mr. Adelson and Mr. Goldstein as PEOs for 2021 (using the sum of

the compensation actually paid to both of them for 2021 ), and Mr. Goldstein as PEO for 2022 , 2023 and 2024 .

† In 2022 , the Company had a net loss from continuing operations of $1.54 billion , which excludes the net

income from the Las Vegas operations as that was disclosed as a discontinued operation. The Las Vegas

operations included a gain on the sale of $2.85 billion .

62 LAS VEGAS SANDS 2025 Proxy Statement

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— MOST IMPORTANT PERFORMANCE MEASURES

The following table lists the most important performance measures that we use to link executive compensation actually paid

for our named executive officers during the year ended December 31, 2024 to the Company’s performance:

PERFORMANCE MEASURE	WHY MEASURE IS CONSIDERED IMPORTANT
Adjusted Property EBITDA (1)	This metric highlights our profitability, our effectiveness at cost control and the success of our capital allocation decisions as they relate to our mix of business and the resulting operating cash generation. We believe adjusted property EBITDA is the most relevant metric by which to measure market share in each of our key jurisdictions and is the single most important financial metric by which we measure the effectiveness of our named executive officers.
Liquidity	Maintaining a strong balance sheet and the availability of funds to fulfill our growth and capital investment ambitions is key to our short- and long-term growth.
ESG	ESG leadership is important to the Company and we also recognize the importance of ESG to all of our stakeholders, including stockholders. As such, we believe it is appropriate to ensure we continue to improve our ESG performance by tying elements of named executive officers compensation to measurable ESG goals.

(1) Refer to Annex A, which includes a reconciliation of non-GAAP adjusted property EBITDA to net income.

LAS VEGAS SANDS 2025 Proxy Statement 63

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CEO PAY RATIO

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of

Regulation S-K we are providing the following information about the relationship of the annual total compensation of our

Team Members and the annual total compensation of Mr. Goldstein, our CEO for 2024 :

CEO PAY RATIO
CEO Annual Total Compensation*	$ 21,851,773
Median Employee Annual Total Compensation	$ 42,426
CEO to Median Employee Pay Ratio	515:1

• As reported in the 2024 Summary Compensation Table included in this proxy statement.

The median employee was first identified as of December 31, 2022. To identify the median of the annual total compensation

of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and

the material assumptions, adjustments and estimates that we used as of December 31, 2022, were as follows:

• We determined, as of December 31, 2022, our employee population consisted of 35,774 individuals working at our

parent company and consolidated subsidiaries, with 2% of these individuals located in the United States and 98%

located outside of the United States. All of these employees are full-time or part-time employees.

• We elected to exclude our seasonal or temporary employees who have not worked since July 1, 2022, because they

were not employees as of December 31, 2022.

• We determined 2022 earnings based on the following elements:

– U.S. employees: Medicare wages reported on 2022 Internal Revenue Service Form W-2

– Singapore employees: 2022 cash compensation reported to the Inland Revenue Authority of Singapore

– the remaining employees: all cash compensation reported in the local payroll system

– we used the exchange rate on December 31, 2022 to convert each non-U.S. employee’s total compensation to

U.S. dollars

– we annualized the base salary of all full-time and part-time employees who were hired in 2022, but did not work for

us or our consolidated subsidiaries for the entire fiscal year. We did not make a full-time equivalent adjustment for

any part-time, seasonal or temporary employee

• Using this methodology, we determined the “median employee” was a full-time employee located in Macao, with wages

and overtime pay for the twelve-month period ended December 31, 2024 in the amount of $39,886 . With respect to the

annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s

compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual

total compensation of $42,426 .

The pay ratio disclosure rules also allow the Company to identify the median employee once every three years, and to

continue to use the identified median employee from year 1 in subsequent years 2 and 3, unless there has been a change in

the Company’s employee population or employee compensation arrangements the Company reasonably believes would

result in a significant change in the Company’s pay ratio disclosure. In 2024 , no changes have occurred in the Company’s

employee population or employee compensation arrangements the Company reasonably believes would result in a

significant change in its pay distribution to the workforce and significantly affect the Company’s pay ratio disclosure.

Accordingly, the Company has used the median employee identified in 2022 with updated annual total compensation

information for 2024 to calculate the 2024 CEO pay ratio.

Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use a variety of

methodologies, apply certain exemptions and make assumptions, adjustments and estimates that reflect their compensation

practices, the pay ratio we report above may not be comparable to the pay ratio reported by other companies.

64 LAS VEGAS SANDS 2025 Proxy Statement

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DIRECTOR COMPENSATION

The goal of our director compensation program is to attract, motivate and retain directors capable of making significant

contributions to the long term success of the Company and its stockholders. The elements of annual non-employee director

compensation for 2024 were as follows:

Annual Board Retainer	$ 150,000
Annual Restricted Stock or Restricted Stock Unit Grant (1)	$ 200,000
One-time Stock Option Grant for New Directors (2)	$ 100,000
Annual Cash Retainer — Audit Committee and Special Litigation Committee Chair	$ 35,000
Annual Cash Retainer — Audit Committee and Special Litigation Committee Members	$ 20,000
Annual Cash Retainer — Other Committee Chair (3)	$ 25,000
Annual Cash Retainer — Other Committee Members (3)	$ 10,000

(1) Each non-employee director may elect to receive either restricted stock or restricted stock units. In accordance with our Amended

and Restated 2004 Equity Award Plan, upon vesting of the restricted stock or restricted stock units, non-employee directors may not

sell their stock while serving as a member of the Board. In 2024 , each non-employee director received 4,237 shares of restricted

stock.

(2) Value of the option grant is based on the Black-Scholes option valuation model.

(3) “Other committee” denotes the Compensation Committee, Nominating and Governance Committee and Compliance Committee.

Non-employee directors may defer cash compensation payments into our Non-Employee Director Deferred Compensation

Plan. None of the non-employee directors has elected to defer any payments to date. Non-employee directors are also

reimbursed for expenses incurred in connection with their service as directors, including travel expenses for meeting

attendance.

LAS VEGAS SANDS 2025 Proxy Statement 65

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DIRECTOR COMPENSATION

— 2024 DIRECTOR COMPENSATION TABLE

The following table describes the compensation arrangements with our non-employee directors for 2024 :

NAME — Irwin Chafetz	$ 150,000	$ 200,000	$ —	$ 16,532	$ 366,532
Micheline Chau	$ 228,569	$ 200,000	$ —	$ 2,289	$ 430,858
Charles D. Forman (4)	$ 150,000	$ 200,000	$ —	$ 2,289	$ 352,289
Nora M. Jordan (5)	$ 12,528	$ 137,128	$ —	$ 1,144	$ 150,800
Lewis Kramer	$ 234,998	$ 200,000	$ —	$ 2,289	$ 437,287
David F. Levi (5)	$ 14,056	$ 137,128	$ —	$ 1,144	$ 152,328
Alain Li (6)	$ 178,917	$ 200,000	$ 100,000	$ —	$ 478,917

(1) The amounts in this column represent the fair value of the restricted stock issued, as determined pursuant to ASC Topic 718. The

restricted stock vests on the earlier to occur of the first anniversary of the date of grant and the date of the Company’s annual

meeting of stockholders in the calendar year following the date of grant, in each case, provided that the director is still serving on the

Board on the vesting date. As of December 31, 2024 , Mr. Chafetz, Ms. Chau, Mr. Forman, Mr. Kramer and Mr. Li each held 4,237

unvested shares of restricted stock that will vest on May 9, 2025 .

(2) Assumptions used in the Black-Scholes calculation are disclosed in Note 18 to the consolidated financial statements for the year

ended December 31, 2024 , included in the Company’s 2024 Annual Report on Form 10-K. As of December 31, 2024 , Mr. Kramer

and Mr. Li held options to acquire 10,649 and 6,824 shares of our Common Stock, respectively, that vest (or have vested) in five

equal installments on each of the first five anniversaries of the respective dates of grant.

(3) The amounts in this column include accrued dividends received upon the vesting of restricted stock during 2024 for each director

and personal aircraft usage for Mr. Chafetz's guests.

(4) The amounts in the table exclude fees paid by SCL to Mr. Forman in connection with his service as a member of the board of SCL.

(5) Ms. Jordan and Mr. Levi resigned from the Board effective as of January 22, 2024. In connection with their termination of service,

the vesting of 2,861 shares of restricted stock each held by Ms. Jordan and Mr. Levi, respectively, was accelerated, which shares

were originally scheduled to vest on May 9, 2024. The amount reported in the Stock Awards column represents the incremental fair

value, as determined pursuant to ASC Topic 718, of the restricted stock award on the modification date.

(6) Mr. Li joined the Board effective as of January 22, 2024.

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EQUITY COMPENSATION PLAN INFORMATION

The following table shows certain information with respect to our Amended and Restated 2004 Equity Award Plan as of

December 31, 2024 :

PLAN CATEGORY — Equity compensation plans approved by security holders (1)	NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS (A) — 14,150,790	$ 46.47	NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (A)) (C) — 12,489,075
Equity compensation plans not approved by security holders	—	$ —	—
TOTAL	14,150,790	$ 46.47	12,489,075

(1) Our 2004 Equity Award Plan was originally approved by our stockholders prior to our initial public offering, and an extension of the

plan term through December 14, 2019, was approved by our stockholders at our 2014 Annual Meeting of Stockholders. The Amended

and Restated 2004 Equity Award Plan, which extended the plan term through December 14, 2024 and increased the number of

shares of Common Stock available for grants by 10,000,000 shares, was approved by our stockholders at our 2019 Annual Meeting

of Stockholders . At our 2024 Annual Meeting of Stockholders, the Amended and Restated 2004 Equity Award Plan was further

extended through December 14, 2029, and the number of shares of Common Stock available for grants was increased by another

10,000,000. Pursuant to SEC guidance, 21,185 unvested shares of restricted stock that were issued and outstanding on

December 31, 2024 are not included in the first or third column of this table.

(2) Represents the weighted average price of outstanding stock options only and does not include restricted stock units, which do not

have an exercise price.

(3) Consists of 14,150,790 shares subject to awards of options and restricted stock units under the Amended and Restated 2004 Equity

Award Plan.

LAS VEGAS SANDS 2025 Proxy Statement 67

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AUDIT COMMITTEE REPORT

The Audit Committee of the Board currently consists of Lewis Kramer (Chair), Mark Besca and Alain Li. Micheline Chau

served as a member of the Audit Committee until March 11, 2025. Our Board has determined that Mr. Besca, Mr. Kramer

and Mr. Li meet the current independence and experience requirements of the NYSE’s listing standards. In addition, our

Board has determined each of the members of the Audit Committee is financially literate and qualifies as an audit committee

financial expert.

The Audit Committee’s responsibilities are described in a written charter adopted by our Board, which the Audit Committee

reviews annually. The Audit Committee is responsible for providing independent, objective oversight of the Company’s

financial reporting process. Among its various activities, the Audit Committee reviews:

1. the adequacy of the Company’s internal controls and financial reporting process and the reliability of the Company’s

financial statements;

1. the independence and performance of the Company’s independent registered public accounting firm and internal

auditors; and

1. the Company’s compliance with legal and regulatory requirements.

The Audit Committee meets regularly in open sessions with the Company’s management, independent registered public

accounting firm and internal auditors to consider the adequacy of the Company’s internal controls and the objectivity of its

financial reporting. In addition, the Audit Committee meets regularly in closed sessions with the Company’s management,

independent registered public accounting firm and internal auditors to review the foregoing matters. The Audit Committee

selects the Company’s independent registered public accounting firm, and periodically reviews their performance and

independence from management.

The Audit Committee reviewed and discussed the audited financial statements with management and Deloitte & Touche LLP,

and management represented to the Audit Committee the Company’s consolidated financial statements were prepared in

accordance with accounting principles generally accepted in the United States of America. The discussions with Deloitte &

Touche LLP also included the matters required to be discussed by the applicable requirements of the Public Company

Accounting Oversight Board and the SEC. The Audit Committee has received the written disclosures and the letter from

Deloitte & Touche LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding

the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with

Deloitte & Touche LLP its independence.

Based on the Audit Committee’s review of the audited financial statements and the review and discussions described in the

foregoing paragraphs, the Audit Committee recommended to the Board the audited financial statements for the fiscal year

ended December 31, 2024 , be included in the Company’s Annual Report on Form 10-K for the fiscal year ended

December 31, 2024 , for filing with the Securities and Exchange Commission.

Pursuant to its charter, the Audit Committee performs an annual self-assessment. For 2024 , the Audit Committee concluded,

in all material respects, it had fulfilled its responsibilities and satisfied the requirements of its charter and applicable laws and

regulations.

Respectfully submitted,

Lewis Kramer, Chair

Mark Besca

Micheline Chau

Alain Li

The foregoing report of the Audit Committee does not constitute soliciting material and should not be deemed filed or

incorporated by reference into any other Company filing under the Securities Act or the Exchange Act, except to the extent

the Company specifically incorporates such report by reference therein.

68 LAS VEGAS SANDS 2025 Proxy Statement

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FEES PAID TO INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The following table sets forth fees paid or payable to Deloitte & Touche LLP, our independent registered public accounting

firm, in 2024 and 2023 , for audit and non-audit services as well as the percentage of these services approved by our Audit

Committee:

	2024	2023	% OF SERVICES APPROVED BY AUDIT COMMITTEE
Audit Fees	$ 6,173,000	$ 5,991,000	100%
Audit-Related Fees	$ 355,000	$ 466,000	100%
Tax Fees	$ 669,000	$ 835,000	100%
All Other Fees	$ 8,000	$ 5,000	100%

The category of “Audit Fees” includes fees for our annual audit and quarterly reviews, as well as additional audit-related

accounting consultations and required statutory audits of certain of our subsidiaries.

The category of “Audit-Related Fees” includes fees related to the issuance of comfort letters and services related to the

2024 LVSC notes issuance and the 2023 equity transaction, issuance of consents associated with SEC filings, and services

related to the Las Vegas Sands Corp. 401(k) Retirement Plan (the “Plan”) for 2024 and 2023 .

The category of “Tax Fees” includes tax consultation and planning fees and tax compliance services.

The category of “All Other Fees” includes fees for accounting training programs.

— PRE-APPROVAL POLICIES AND PROCEDURES

Our Audit Committee Charter contains policies related to pre-approval of services provided by the independent registered

public accounting firm. The Audit Committee, or one of its members if such authority is delegated by the Audit Committee,

has the sole authority to review in advance, and grant any appropriate pre-approvals of, (a) all auditing services provided by

the independent registered public accounting firm and (b) all non-audit services to be provided by the independent

registered public accounting firm as permitted by Section 10A of the Exchange Act and, in connection therewith, to approve

all fees and other terms of engagement.

The Audit Committee has adopted the following process regarding the engagement of the Company’s independent

registered public accounting firm to perform services for the Company. For audit services related to the audit of the

consolidated financial statements of the Company, the independent registered public accounting firm will provide the Audit

Committee with an engagement letter each year prior to or contemporaneously with commencement of the audit services

outlining the scope of the audit services proposed to be performed during the fiscal year. If the services are agreed to by the

Audit Committee, the engagement letter will be formally accepted. The Audit Committee also approves statutory audit

services for our foreign subsidiaries. For tax services, management will provide the Audit Committee with a separate scope

of the tax services proposed to be performed during the fiscal year. If the scope of the tax services is agreed to by the Audit

Committee, engagement letters or statements of work will be executed as necessary when the services are performed. All

other non-audit services will require pre-approval from the Audit Committee on a case-by-case basis.

If the pre-approval authority is delegated to a member, the pre-approval must be presented to the Audit Committee at its

next scheduled meeting.

LAS VEGAS SANDS 2025 Proxy Statement 69

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CERTAIN TRANSACTIONS

Set forth below is a description of certain transactions with our executive officers and directors. Under its charter, the Audit

Committee approves all related party transactions required to be disclosed in our public filings. For more information about

our policies with respect to transactions with related parties, refer to “Corporate Governance — Related Party Transactions.”

— SUPPORT SERVICES AGREEMENT

Pursuant to a support services agreement among Las Vegas Sands Corp. and Interface Operations, LLC, an entity

controlled by members of the Adelson family (“Interface Operations”), the parties have agreed to provide to one another

certain services, including accounting, finance, procurement, risk management, development, legal, operational,

management, facilities, government relations, information technology support, security, and such other general

administrative services that a party may request from time to time of the other. Under this agreement, Las Vegas Sands

Corp. charged Interface Operations $3.5 million for services provided by Company personnel during 2024 .

— REGISTRATION RIGHTS AGREEMENT

Mr. Sheldon G. Adelson (our former chairman and Chief Executive Officer), Mr. Forman and Mr. Goldstein and certain other

stockholders and employees, former employees and certain trusts they established entered into a registration rights

agreement with us relating to the shares of Common Stock they hold. Subject to several exceptions, including our right to

defer a demand registration under certain circumstances, the Adelson Holders, as defined in the agreement, may require

that we register for public resale under the Securities Act all shares of Common Stock they request be registered at any

time, subject to certain conditions. The Adelson Holders may demand registrations so long as the securities being registered

in each registration statement are reasonably expected to produce aggregate proceeds of $20 million or more. Since we

became eligible to register the sale of our securities on Form S-3 under the Securities Act, the Adelson Holders have the

right to require us to register the sale of the Common Stock held by them on Form S-3, subject to offering size and other

restrictions.

The other stockholders that are party to this agreement were granted piggyback registration rights on any registration for the

account of the Adelson Holders, subject to cutbacks if the registration requested by the Adelson Holders is in the form of a

firm commitment underwritten offering and if the underwriters of the offering determine the number of securities to be offered

would jeopardize the success of the offering.

In addition, the stockholders and employees that are party to this agreement and the trusts have been granted piggyback

rights on any registration for our account or the account of another stockholder, subject to cutbacks if the underwriters in an

underwritten offering determine the number of securities offered in a piggyback registration would jeopardize the success of

the offering.

On November 14, 2008, Las Vegas Sands Corp. entered into a second amended and restated registration rights agreement

with Dr. Miriam Adelson (Mr. Adelson’s spouse) and certain other stockholders.

— TRANSACTIONS RELATING TO AIRCRAFT

Aviation and Related Personnel

Sands Aviation, LLC (“Sands Aviation”), a wholly owned subsidiary of Las Vegas Sands Corp., is engaged primarily in the

business of providing aviation personnel, including pilots, aircraft mechanics and flight attendants, and administrative

personnel, to the Company and to Interface Operations. Sands Aviation charges a fee to each of Las Vegas Sands Corp.

and Interface Operations for their respective use of these personnel. The fees charged by Sands Aviation are based upon its

actual costs of employing or retaining these personnel, which are then allocated between Las Vegas Sands Corp. and

Interface Operations. The method of allocating these costs varies depending upon the nature of the service provided. For

example, pilot services are allocated based upon the actual time spent operating aircraft for Las Vegas Sands Corp. and for

Interface Operations, respectively. The services of Sands Aviation’s aircraft mechanics are allocated based on the number

and manufacturer of aircraft serviced, and the services of administrative personnel are allocated based upon the number of

aircraft maintained by Las Vegas Sands Corp. and Interface Operations, respectively. In addition, hangar lease and other

operating costs are allocated based upon various factors, including the number and base location of aircraft maintained by

Las Vegas Sands Corp. and Interface Operations, respectively. During 2024 , Sands Aviation charged Interface Operations

approximately $33.2 million for its use of Sands Aviation’s personnel, operating costs and other overhead costs.

70 LAS VEGAS SANDS 2025 Proxy Statement

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Time Sharing Agreements

Las Vegas Sands Corp. and its subsidiaries use aircraft owned by companies controlled by the Adelson family for business

purposes, including flying patrons to our properties. We believe our use of these aircraft provides the Company with a

significant competitive advantage in attracting patrons to our properties, and similar aircraft with comparable amenities are

not generally available for charter.

Accordingly, Las Vegas Sands Corp. has entered into several aircraft time sharing agreements and aircraft cost sharing

agreements with Interface Operations. Additionally, associates of the Adelson family and non-employee directors may

periodically use the Company’s aircraft, whereby they are required to enter into a time sharing agreement with the Company.

Under the agreements, the party using an aircraft pays fees of up to (i) twice the cost of the fuel, oil and other additives

used, (ii) all fees, including fees for landing, parking, hangar, tie-down, handling, customs, use of airways and permission for

overflight, (iii) all expenses for catering and in-flight entertainment materials, (iv) all expenses for flight planning and weather

contract services, (v) all travel expenses for pilots, flight attendants and other flight support personnel, including food,

lodging and ground transportation and (vi) all communications charges, including in-flight telephone. Under the agreements,

Las Vegas Sands Corp. charged Interface Operations approximately $2.7 million in respect of Interface Operations’ 2024

use of our aircraft, and Interface Operations charged Las Vegas Sands Corp. approximately $2.0 million in respect of our

2024 use of Interface Operations’ aircraft. The Company also charged associates of the Adelson family and non-employee

directors $0.6 million for the 2024 use of our aircraft.

In addition, Las Vegas Sands Corp. has entered into an aircraft cost allocation agreement with Interface Operations

Bermuda Ltd. (“Interface Bermuda”), a wholly owned subsidiary of Interface Operations, providing the Company access to

an Airbus A-319 aircraft and an Airbus A-340 aircraft. Under the agreement, Las Vegas Sands Corp. has agreed to pay

Interface Bermuda fees of up to (i) a pro-rata share of all fixed costs, such as hangar, insurance, pilot salaries and training,

maintenance, subscription services, support personnel and other similar items (exclusive of tax depreciation), (ii) actual

costs of fuel, oil and other additives used, (iii) all fees, including fees for landing, parking, hangar, tie-down, handling,

customs, use of airways and permission for overflight, (iv) all expenses for catering and in-flight entertainment materials, (v)

all expenses for flight planning and weather contract services, (vi) all travel expenses for pilots, flight attendants and other

flight support personnel, including food, lodging and ground transportation and (vii) all communications charges, including in-

flight telephone. In 2024 , Interface Bermuda charged the Company approximately $0.2 million for the Airbus A-319 aircraft.

There was no charge in 2024 related to the Airbus A-340 aircraft.

We believe the amounts paid to companies controlled by the Adelson family for the use of the aircraft are less than what we

would be required to pay to a third party provider, if comparable aircraft were available, and also believe the amounts paid

pursuant to the agreements relating to the use of the aircraft described above do not provide for profits or a return on

investment to the companies controlled by the Adelson family.

Aircraft Maintenance Master Services Agreement

Sands Aviation and Citadel Completions LLC (“Citadel”), an entity owned by a trust for the benefit of certain members of the

Adelson family, have entered into an aircraft maintenance master services agreement under which Citadel may perform

aircraft refurbishment and maintenance services on aircraft managed by Sands Aviation. During 2024 , Citadel charged

Sands Aviation approximatel y $3.2 million for services provided by Citadel under this agreement.

We believe the amounts paid to Citadel for aircraft maintenance are lower than what we would be required to pay to other

third party providers based upon competitive bidding accomplished in connection with procuring such services. We also

believe Citadel provides the Company the additional benefits of more urgent accessibility, lower levels of aircraft downtime

and increased quality of work and service level.

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CERTAIN TRANSACTIONS

— OTHER TRANSACTIONS

We have employed Dr. Adelson since February 2021 as Co-Founder and Special Advisor to the Company, and from August

1990 to February 2021 as the Director of Community Involvement. In conjunction with our Government Relations

Department, Dr. Adelson oversees and facilitates our partnerships with key community groups and other charitable

organizations. We paid her $58,536 during 2024 .

Mr. Goldstein made payments of $12,019 to the Company during 2024 for services provided by Company personnel at his

residence.

During 2024 , Las Vegas Sands Corp. made payments of $0.4 million for newspaper subscriptions, and security support from

entities in which the Adelson family have an ownership interest.

Las Vegas Sands Corp. provided security services to Dr. Adelson amounting to $2.7 million during 2024 . These security

measures were provided for the benefit of the Company and based on the advice of an independent security consultant.

— PROPERTY AND CASUALTY INSURANCE

With the exception of aviation-related coverages, the Company and entities controlled by the Adelson family that are not

subsidiaries of Las Vegas Sands Corp. (the “Stockholder Controlled Entities”) purchase property and casualty insurance

separately. The Company and the Stockholder Controlled Entities bid for and purchase aviation-related coverages together.

Las Vegas Sands Corp. and the Stockholder Controlled Entities are separately invoiced for, and pay for, aviation-related

insurance and allocate the aviation insurance costs not related to particular aircraft among themselves in accordance with

the other allocations of aviation costs discussed above.

72 LAS VEGAS SANDS 2025 Proxy Statement

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Stockholders will vote to elect nine directors to hold office for a one-year term. Our Board has recommended Mr. Robert G.

Goldstein, Mr. Patrick Dumont, Mr. Mark Besca, Mr. Irwin Chafetz, Ms. Micheline Chau, Mr. Charles D. Forman, Mr. Lewis

Kramer, Mr. Alain Li and Mr. Micky Pant for election as directors to serve until the 2026 Annual Meeting of Stockholders and

until their successors are duly elected and qualified or their earlier resignation, disqualification, death or removal. If any of

the nominees should be unavailable to serve as a director, which is not presently anticipated, it is the intention of the

persons named in the proxies to select and cast their votes for the election of such other person or persons as our Board

may designate.

Information regarding the director nominees is set forth above under the heading “Board of Directors Nominees.”

Required Vote

The affirmative vote of a plurality of the votes cast at the annual meeting is required to elect the nominees for directors.

Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR” the election of the directors.

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF ITS NINE DIRECTOR NOMINEES

LAS VEGAS SANDS 2025 Proxy Statement 73

Table of Contents

PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

The Audit Committee has appointed Deloitte & Touche LLP as our independent registered public accounting firm to audit the

consolidated financial statements of the Company during the year ending December 31, 2025 , and our stockholders are

being asked to ratify this appointment as a matter of good corporate governance. If the appointment is not ratified, the Audit

Committee will consider whether it is appropriate to appoint another independent registered public accounting firm.

A representative of Deloitte & Touche LLP will be present at the stockholders’ meeting with the opportunity to make a

statement if they desire to do so and to respond to appropriate questions.

Required Vote

The affirmative vote of a majority of the shares of Common Stock present in person (virtually) or by proxy at the annual

meeting and entitled to vote thereon is required to ratify this appointment.

THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2025

74 LAS VEGAS SANDS 2025 Proxy Statement

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PROPOSAL NO. 3

AN ADVISORY (NON-BINDING) VOTE ON

EXECUTIVE COMPENSATION

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and pursuant to Section 14A of the

Exchange Act, our stockholders are being provided with an advisory (non-binding) vote on executive compensation.

Although the vote is advisory and is not binding on our Board, the Compensation Committee will take into account the

outcome of the vote when considering future executive compensation decisions. We refer to this non-binding advisory vote

as the “say-on-pay” vote.

The “say-on-pay” vote is required to be offered to our stockholders at least once every three years. In 2023, our

stockholders recommended we provide them with the opportunity to provide their “say-on-pay” vote each year, and our

Board has accepted that recommendation.

Our Board is committed to corporate governance best practices and recognizes the significant interest of stockholders in

executive compensation matters. As discussed in the Compensation Discussion and Analysis, the Compensation Committee

believes our current executive compensation program directly links executive compensation to our performance and aligns

the interests of our executive officers with those of our stockholders. In addition, our compensation philosophy places more

emphasis on variable elements of compensation (such as annual cash bonuses and equity-based compensation) than fixed

remuneration. For example, a significant portion of our executive compensation is based on the Company’s achievement of

a predetermined performance-based financial target. Our executives also receive equity incentive awards to better link their

compensation to the Company’s performance.

We encourage you to read our Compensation Discussion and Analysis contained in this proxy statement for a more detailed

discussion of our compensation policies and procedures.

Our stockholders have the opportunity to vote for, against or abstain from voting on the following resolution:

“Resolved, that the stockholders approve the compensation of the named executive officers, as disclosed pursuant

to the compensation disclosure rules of the SEC (which includes the Compensation Discussion and Analysis, the

compensation tables and any related material disclosed in this proxy statement).”

The above-referenced disclosures appear at pages 24 - 57 of this proxy statement.

Required Vote

The affirmative vote of a majority of the shares of Common Stock present in person (virtually) or by proxy at the annual

meeting and entitled to vote thereon is required to approve this resolution.

THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC (WHICH INCLUDES THE COMPENSATION DISCUSSION AND ANALYSIS, THE COMPENSATION TABLES AND ANY RELATED MATERIAL DISCLOSED IN THIS PROXY STATEMENT)

LAS VEGAS SANDS 2025 Proxy Statement 75

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PROXY STATEMENT

— PROXY AND VOTING INFORMATION

Our Board of Directors (the “Board”) has provided you with these proxy materials in connection with its solicitation of proxies

to be voted at the annual meeting. We will hold the annual meeting online on Thursday, May 15, 2025 , at 11:00 a.m. Pacific

time. Please note throughout these proxy materials we may refer to Las Vegas Sands Corp. as “the Company,” “LVSC,”

“LVS,” “we,” “us” or “our.”

We are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record and beneficial

owners, unless they have directed us to provide the materials in a different manner. The Notice provides instructions on how

to access and review all of the important information contained in this Proxy Statement, as well as how to submit a proxy by

telephone or over the Internet. If you receive the Notice and would still like to receive a printed copy of our proxy materials,

instructions for requesting these materials are included in the Notice. The Company plans to mail the Notice to stockholders

by April 3, 2025 . The Company will continue to mail a printed copy of this Proxy Statement and form of proxy to certain

stockholders, and it expects mailing to begin on or about April 3, 2025 .

Attending the Annual Meeting as a Stockholder of Record

If you were a stockholder of record at the close of business on March 17, 2025 , you can attend the annual meeting by

accessing https://web.lumiconnect.com/282745561 and entering the 11-digit control number on the proxy card or the Notice

you previously received and the meeting password, sands2025 .

Registering to Attend the Annual Meeting as a Beneficial Owner

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares

and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of

your broker, bank or other agent, you should have received a voting instruction form with the proxy materials for the annual

meeting from that organization rather than directly from us. Simply complete and mail the voting instruction form to ensure

that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large

number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer

Internet or telephone voting information, please complete and return your voting instruction form. To vote at the annual

meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to

attend the annual meeting. Follow the instructions from your broker or bank included with the proxy materials, or contact

your broker or bank to request a legal proxy form.

To register to attend the annual meeting, after obtaining a valid legal proxy from your broker, bank or other agent, you must

submit proof of your legal proxy reflecting the number of your shares along with your name and email address to Equiniti

Trust Company, LLC. Requests for registration should be directed to proxy@equiniti.com or to facsimile number

718-765-8730 . Written requests can be mailed to:

Equiniti Trust Company, LLC

Attn: Proxy Tabulation Department

55 Challenger Road, Floor 2

Ridgefield, NJ 07660

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 2,

2025 .

You will receive a confirmation of your registration by email after we receive your registration materials. You may attend the

annual meeting and vote your shares at https://web.lumiconnect.com/282745561 during the meeting. The password for the

annual meeting is sands2025 . Follow the instructions provided to vote. We encourage you to access the annual meeting

starting one hour prior to the start time, leaving ample time for the check in.

Asking Questions

Stockholders who attend the annual meeting by following the instructions above will have an opportunity to submit questions

electronically during the question and answer period after the conclusion of the formal business of the meeting. Each

stockholder may submit one question and one follow-up question, and questions from multiple stockholders on the same

topic or that are otherwise related may be grouped, summarized and answered together. We do not post stockholder

questions or responses on our website.

76 LAS VEGAS SANDS 2025 Proxy Statement

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Voting Shares

If you have not already voted your shares in advance, or if you wish to change your vote, you will be able to vote your

shares electronically during the annual meeting by clicking on the link on the meeting website. Whether or not you plan to

attend the annual meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods

described in the proxy materials for the annual meeting.

Technical Difficulties

The annual meeting site will be active one hour prior to the start of the meeting and stockholders are encouraged to log in to

the meeting early. Only stockholders who have an 11-digit control number may attend the annual meeting and vote during

the annual meeting. Stockholders experiencing technical difficulties accessing the meeting may visit https://

go.lumiglobal.com/faq for assistance.

Who Can Vote

Only stockholders of record of the Company’s Common Stock, as of March 17, 2025 , will be entitled to vote at the annual

meeting or any adjournment or postponement thereof.

How Many Shares Can Be Voted

The authorized capital stock of the Company presently consists of 1,000,000,000 shares of Common Stock. At the close of

business on March 17, 2025 , 706,627,556 shares of Common Stock were outstanding and entitled to vote. Each stockholder

is entitled to one vote for each share held of record on that date on all matters that may come before the annual meeting.

There is no cumulative voting in the election of directors.

How You Can Vote

You may attend the annual meeting and vote your shares. You may also grant your proxy to vote by telephone or through

the Internet by following the instructions included on the Notice, or by returning a signed, dated and marked proxy card if you

received a paper copy of the proxy card.

The presence of the holders of at least a majority of the total number of outstanding shares of the Common Stock is

necessary to constitute a quorum at the annual meeting. If you are the beneficial owner of shares held in “street name” by a

broker, your broker, as the record holder of the shares, must vote those shares in accordance with your instructions. In

accordance with the rules of the NYSE, a brokerage firm may give a proxy to vote its customers’ stock without customer

instructions if the brokerage firm (i) transmitted proxy materials to the beneficial owner of the stock, (ii) did not receive voting

instructions by the date specified in the statement accompanying the proxy materials, and (iii) has no knowledge of any

contest with respect to the actions to be taken at the annual meeting and such actions are adequately disclosed to

stockholders. In addition, under current NYSE rules, brokerage firms may not vote their customers’ stock without instructions

from the customer if the vote concerns the election of directors, a matter relating to executive compensation, including the

advisory proposal on compensation, which will be voted on at the meeting, or an authorization for a merger, consolidation or

any matter that could substantially affect the rights or privileges of the stock. Abstentions and broker non-votes are counted

as present for the purpose of determining the presence or absence of a quorum for the transaction of business.

Proposal No. 1 requires the affirmative vote of a plurality of the votes cast at the annual meeting. Proposal Nos. 2 and 3

require the affirmative vote of a majority of the shares of Common Stock present in person (virtually) or by proxy and entitled

to vote thereon at the annual meeting. A properly executed proxy marked “WITHHOLD AUTHORITY” with respect to the

election of one or more directors will not be voted with respect to the director or directors indicated and will have no effect on

the election of directors. With respect to the other proposals, a properly executed proxy marked “ABSTAIN,” although

counted for purposes of determining whether there is a quorum, will not be voted. Under Nevada law, a broker non-vote will

have no effect on the outcome of the matters presented for a stockholder vote at the annual meeting.

LAS VEGAS SANDS 2025 Proxy Statement 77

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PROXY STATEMENT

Dr. Miriam Adelson, and trusts and other entities for the benefit of the Adelsons and their family members, together

beneficially owned approximately 54.7% of our outstanding Common Stock as of the record date. Dr. Adelson, the trustees

for the various trusts and individuals authorized to vote the shares of Common Stock held by such other entities have

indicated they will vote the shares of Common Stock over which they exercise voting control in accordance with the

recommendations of our Board as set forth below.

Brokers are not permitted to vote on any matter other than the ratification of the appointment of our independent public

accounting firm without instructions from the beneficial owner. Therefore, if your shares are held in the name of your broker,

bank or other nominee, your vote is especially important this year. To ensure your shares are voted in the manner you

desire, you should provide instructions to your broker, bank or other nominee on how to vote your shares for each of the

proposals to be voted on at the annual meeting in the manner permitted by your broker, bank or other nominee. Without

these instructions, shares held by beneficial owners will not be voted on Proposal Nos. 1 and 3.

If you duly submit a proxy but do not specify how you want to vote, your shares will be voted as our Board recommends, which is:
• “ FOR ” the election of each of the nominees for director as set forth under Proposal No. 1;
• “ FOR ” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025 as described in Proposal No. 2; and
• “ FOR ” the advisory proposal on executive compensation as described in Proposal No. 3.

How to Revoke or Change Your Vote

You may revoke or change your proxy at any time before it is exercised in any of three ways:

• by notifying the Corporate Secretary of the revocation or change in writing;

• by delivering to the Corporate Secretary a later dated proxy; or

• by voting your shares at the annual meeting.

You will not revoke a proxy merely by attending the annual meeting. To revoke or change a proxy, you must take one of the

actions described above (please note that, in order to be counted, the revocation or change must be received by May 14,

2025, unless voting your shares at the annual meeting).

Any revocation of a proxy, or a new proxy bearing a later date, should be sent to the following address: Corporate Secretary,

Las Vegas Sands Corp., 5420 S. Durango Drive, Las Vegas, Nevada 89113. To revoke a proxy previously submitted by

telephone, Internet or mail, simply submit a new proxy at a later date before the taking of the vote at the annual meeting, in

which case, the later submitted proxy will be recorded and the earlier proxy will be revoked.

If you hold your shares in a brokerage or other account, you may submit new voting instructions by contacting your broker,

bank or other nominee.

Other Matters to be Acted upon at the Meeting

Our Board presently is not aware of any matters other than those specifically stated in the Notice of Annual Meeting that are

to be presented for action at the annual meeting. If any matter other than those described in this Proxy Statement is

presented at the annual meeting on which a vote may properly be taken, the shares represented by proxies will be voted in

accordance with the judgment of the person or persons voting those shares.

Adjournments and Postponements

Any action on the items of business described above may be considered at the annual meeting at the time and on the date

specified above or at any time and date to which the annual meeting may be properly adjourned or postponed.

78 LAS VEGAS SANDS 2025 Proxy Statement

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Delivery of One Notice or Proxy Statement and Annual Report to a Single Household to

Reduce Duplicate Mailings

In connection with the annual meeting, we are required to send to each stockholder of record a Notice or a Proxy Statement

and annual report and to arrange for a Notice or a Proxy Statement and annual report to be sent to each beneficial

stockholder whose shares are held by or in the name of a broker, bank or other nominee. Because many stockholders hold

shares of Common Stock in multiple accounts, this process would result in duplicate mailings of Notices or Proxy

Statements and annual reports to stockholders who share the same address. To avoid this duplication, unless the Company

receives instructions to the contrary from one or more of the stockholders sharing a mailing address, only one Notice or

Proxy Statement and annual report will be sent to each address. Stockholders may, on their own initiative, avoid receiving

duplicate mailings and save the Company the cost of producing and mailing duplicate documents as follows:

Stockholders of Record

If your shares are registered in your own name and you are interested in consenting to the delivery of a single Notice or

Proxy Statement and annual report, you may enroll in the electronic delivery service by going directly to the website of our

transfer agent, Equiniti Trust Company, LLC, at https://equiniti.com/us/ast-access anytime and following the instructions.

Beneficial Stockholders

If your shares are not registered in your own name, your broker, bank or other nominee that holds your shares may have

asked you to consent to the delivery of a single Notice or Proxy Statement and annual report if there are other Las Vegas

Sands Corp. stockholders who share an address with you. If you currently receive more than one Notice or Proxy Statement

and annual report at your household and would like to receive only one copy of each in the future, you should contact your

nominee.

Right to Request Separate Copies

If you consent to the delivery of a single Notice or Proxy Statement and annual report, but later decide you would prefer to

receive a separate copy of the Notice or Proxy Statement and annual report, as applicable, for each stockholder sharing

your address, then please notify us or your nominee, as applicable, and we or they will promptly deliver such additional

Notices or Proxy Statements and annual reports. If you wish to receive a separate copy of the Notice or Proxy Statement

and annual report for each stockholder sharing your address in the future, you may contact our transfer agent directly by

telephone at 1-800-937-5449 or by visiting its website at https://equiniti.com/us/ast-access and following the instructions.

LAS VEGAS SANDS 2025 Proxy Statement 79

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TIMEFRAME FOR STOCKHOLDER

PROPOSALS FOR THE NEXT ANNUAL

MEETING

Stockholders intending to present a proposal at the 2026 Annual Meeting of Stockholders for inclusion in our Proxy

Statement for that meeting pursuant to Rule 14a-8 of the Exchange Act must submit the proposal in writing to Las Vegas

Sands Corp., Attention: Corporate Secretary, 5420 S. Durango Drive, Las Vegas, Nevada 89113. Such proposals must

comply with the requirements of Rule 14a-8 of the Exchange Act and must be received by the Company no later than

December 4, 2025 .

In addition, our amended and restated by-laws provide notice procedures for stockholders to nominate a person as a

director and to propose business to be considered by stockholders at a meeting when such matter is not submitted for

inclusion in the Company’s Proxy Statement pursuant to Rule 14a-8 of the Exchange Act. Generally, notice of a nomination

or proposal not submitted pursuant to Rule 14a-8 must be delivered to us not later than the 90 th day nor earlier than the 120 th

day prior to the first anniversary of the preceding year’s annual meeting.

Accordingly, for our 2026 Annual Meeting of Stockholders, notice of a nomination or proposal must be delivered to us no

earlier than January 15, 2026 and no later than February 14, 2026 . (If the date of the annual meeting, however, is more than

30 days before or more than 70 days after such anniversary date, notice must be delivered to us not earlier than the 120 th

day prior to such annual meeting date and not later than the later of the 90 th day prior to such annual meeting or the 10 th day

following the day on which public announcement of the date of such meeting is first made.) Nominations and proposals also

must satisfy other requirements set forth in our amended and restated by-laws. If a stockholder complies with the forgoing

notice provisions and with certain additional procedural requirements in our amended and restated by-laws and the SEC

rules, the Company will have authority to vote shares under proxies we solicit when and if the nomination or proposal is

raised at the annual meeting.

In addition to satisfying the foregoing requirements, to comply with the universal proxy rules, shareholders who intend to

solicit proxies in support of director nominees other than the Board’s nominees must provide notice that sets forth the

information required by Rule 14a-19 of the Exchange Act no later than March 16, 2026 .

We may refuse to acknowledge any stockholder proposal not made in compliance with the foregoing procedures.

80 LAS VEGAS SANDS 2025 Proxy Statement

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OTHER INFORMATION

The Company will bear all costs in connection with the solicitation of proxies. The Company intends to reimburse brokerage

houses, custodians, nominees and others for their out-of-pocket expenses and reasonable clerical expenses related thereto.

Officers, directors and regular employees of the Company and its subsidiaries may request the return of proxies by

telephone, telegraph or in person (virtually), for which no additional compensation will be paid to them.

Important Notice Regarding the Availability of Proxy Materials for the annual meeting to be held on May 15, 2025 : Our Proxy

Statement and Annual Report to Stockholders for the year ended December 31, 2024 , are available on our website at

https://investor.sands.com/annual-meeting/default.aspx.

LAS VEGAS SANDS 2025 Proxy Statement A-1

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ANNEX A

NON-GAAP MEASURES

We provide certain non-GAAP financial measures in this Proxy Statement that are not in accordance with, or alternatives for,

accounting principles generally accepted in the United States of America.

ADJUSTED PROPERTY EBITDA

	YEAR ENDED DECEMBER 31, 2024
	(in millions)
Net income	$ 1,752
Add (deduct):
Income tax expense	208
Other income	(10)
Interest expense, net of amounts capitalized	727
Interest income	(275)
Loss on disposal or impairment of assets	50
Amortization of leasehold interests in land	60
Depreciation and amortization	1,308
Development expense	228
Pre-opening expense	14
Stock-based compensation	27
Corporate expense	290
ADJUSTED PROPERTY EBITDA	$ 4,379

Table of Contents

VIRTUAL ANNUAL MEETING OF STOCKHOLDERS OF

LAS VEGAS SANDS CORP.

May 15, 2025

VOTING INSTRUCTIONS

INTERNET - Access “ www.voteproxy.com ” and follow the on-screen

instructions or scan the QR code with your smartphone. Have your proxy card

available when you access the web page. Vote online until 11:59 PM EST the

day before the meeting.

TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United

States or 1-201-299-4446 from foreign countries from any touch-tone telephone

and follow the instructions. Have your proxy card available when you call. Vote

by phone until 11:59 PM EST the day before the meeting.

MAIL - Sign, date and mail your proxy card in the envelope provided as soon as

possible. Mailed proxies must be received by May 14, 2025 , in order for your

vote to be counted.

VIRTUALLY AT THE MEETING - The Company will be hosting the meeting live

via the Internet this year. To attend the meeting via the Internet, please visit

https://web.lumiconnect.com/282745561 and be sure to have your control

number available. The meeting password is sands2025 .

GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you

can quickly access your proxy material, statements and other eligible

documents online, while reducing costs, clutter and paper waste. Enroll today

via https://equiniti.com/us/ast-access to enjoy online access.

COMPANY NUMBER
ACCOUNT NUMBER

Important Notice Regarding the Availability of Proxy Materials for the Virtual Annual Meeting of Stockholders to be Held on

May 15, 2025 : Our Proxy Statement and Annual Report to Stockholders for the year ended December 31, 2024 are available on

our website at https://investor.sands.com/annual-meeting/default.aspx

â Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. â

n 208303000000000100 1 051525

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NINE DIRECTOR NOMINEES LISTED IN PROPOSAL NO. 1 AND “FOR” PROPOSAL NOS. 2 AND 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x				FOR	AGAINST	ABSTAIN
1. ELECTION OF DIRECTORS:			2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 .	o	o	o
o	FOR ALL NOMINEES	NOMINEES: ¡ (1) Robert G. Goldstein ¡ (2) Patrick Dumont ¡ (3) Mark Besca ¡ (4) Irwin Chafetz ¡ (5) Micheline Chau ¡ (6) Charles D. Forman ¡ (7) Lewis Kramer ¡ (8) Alain Li ¡ (9) Micky Pant
o	WITHHOLD AUTHORITY FOR ALL NOMINEES
o	FOR ALL EXCEPT (See instructions below)			FOR	AGAINST	ABSTAIN
			3. An advisory (non-binding) vote to approve the compensation of the named executive officers.	o	o	o
INSTRUCTIONS : To withhold authority to vote for any individual nominee(s), mark “ FOR ALL EXCEPT ” and fill in the circle next to each nominee  you wish to withhold, as shown here: ●			This Proxy will be voted as specified herein; if no specification is made, this Proxy will be voted “FOR” all of the director nominees in Proposal No. 1 and “FOR” Proposal Nos. 2 and 3, and in accordance with the discretion of the Proxies, on such other business as may properly come before the Virtual Annual Meeting of Stockholders or any adjournments or postponements thereof.
			Consenting to receive all future annual meeting materials and stockholder communications electronically is simple and fast! Enroll today at https://equiniti.com/us/ ast-access for secure online access to your proxy materials, statements, tax documents and other important stockholder correspondence.
			TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD.
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.		o	I plan to attend the virtual meeting. o

Signature of Stockholder
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
n	n

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1

FORM OF PROXY

LAS VEGAS SANDS CORP.

Proxy for Virtual Annual Meeting of Stockholders

May 15, 2025

Solicited on Behalf of the Board of Directors

The undersigned hereby appoints Patrick Dumont and D. Zachary Hudson, and each of them, Proxies, with full

power of substitution, to represent and vote all shares of Common Stock which the undersigned would be entitled to vote

if personally present at the Virtual Annual Meeting of Stockholders of Las Vegas Sands Corp. to be held on May 15,

2025 , at 11:00 am (Pacific Time), at https://web.lumiconnect.com/282745561 and at any adjournments or

postponements thereof, upon any and all matters which may properly be brought before said meeting or any

adjournments or postponements thereof. The undersigned hereby revokes any and all proxies heretofore given with

respect to such meeting.

(Continued and to be SIGNED on the other side)

COMMENTS:

1.1 14475

Table of Contents

VIRTUAL ANNUAL MEETING OF STOCKHOLDERS OF

LAS VEGAS SANDS CORP.

May 15, 2025

â Please detach along perforated line and mail in the envelope provided. â

n 20830303000000000100 1 051525

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NINE DIRECTOR NOMINEES LISTED IN PROPOSAL NO. 1 AND “FOR” PROPOSAL NOS. 2 AND 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x				FOR	AGAINST	ABSTAIN
1. ELECTION OF DIRECTORS:			2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 .	o	o	o
o	FOR ALL NOMINEES	NOMINEES: ¡ (1) Robert G. Goldstein ¡ (2) Patrick Dumont ¡ (3) Mark Besca ¡ (4) Irwin Chafetz ¡ (5) Micheline Chau ¡ (6) Charles D. Forman ¡ (7) Lewis Kramer ¡ (8) Alain Li ¡ (9) Micky Pant
o	WITHHOLD AUTHORITY FOR ALL NOMINEES
o	FOR ALL EXCEPT (See instructions below)			FOR	AGAINST	ABSTAIN
			3. An advisory (non-binding) vote to approve the compensation of the named executive officers.	o	o	o
INSTRUCTIONS : To withhold authority to vote for any individual nominee(s), mark “ FOR ALL EXCEPT ” and fill in the circle next to each nominee  you wish to withhold, as shown here:			This Proxy will be voted as specified herein; if no specification is made, this Proxy will be voted “FOR” all of the director nominees in Proposal No. 1 and “FOR” Proposal Nos. 2 and 3, and in accordance with the discretion of the Proxies, on such other business as may properly come before the Virtual Annual Meeting of Stockholders or any adjournments or postponements thereof.
			Consenting to receive all future annual meeting materials and stockholder communications electronically is simple and fast! Enroll today at https://equiniti.com/us/ ast-access for secure online access to your proxy materials, statements, tax documents and other important stockholder correspondence.
			TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD.
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.		o	I plan to attend the virtual meeting. o

Signature of Stockholder
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
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GO GREEN

e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy

material, statements and other eligible documents online, while reducing costs, clutter and

paper waste. Enroll today via https://equiniti.com/us/ast-access to enjoy online access.

Important Notice Regarding the Availability of Proxy Materials for the Virtual Annual

Meeting of Stockholders to Be Held on May 15, 2025 : Our Proxy Statement and Annual

Report to Stockholders for the year ended December 31, 2024 are available on our

website at https://investor.sands.com/annual-meeting/default.aspx

Please sign, date and mail

your proxy card in the

envelope provided as soon

as possible.