Form 4: Wynn Resorts CFO Receives New Performance Equity Grants
Statement of Changes in Beneficial Ownership
Wynn Resorts CFO Craig Jeffrey Fullalove has been granted over 6,000 shares and units in a mix of time-based and performance-contingent awards.
Summary
- CFO Craig Jeffrey Fullalove received a grant of 1,062 restricted shares that vest in three equal annual installments starting January 7, 2027.
- A second grant of 3,249 restricted shares was issued, contingent upon meeting specific financial performance goals for the years 2026, 2027, and 2028.
- Fullalove was also awarded 1,857 Performance Share Units (PSUs) which may convert into up to 1.6 times the number of shares based on Total Shareholder Return (TSR) from 2026 to 2029.
- Following these transactions, the reporting person directly owns 25,146 shares of common stock, excluding the contingent PSUs.
Sentiment
Score: 6
Explanation: StockSavvy.ai views this as a neutral to slightly positive development, indicating that the CFO is heavily incentivized to drive financial growth and stock price appreciation over the next three years.
Positives
- Strong alignment of executive compensation with shareholder interests through Total Shareholder Return (TSR) metrics.
- Performance-based vesting for 3,249 shares ensures management is incentivized to meet specific financial targets through 2028.
- Long-term retention is supported by a vesting schedule that extends into early 2029.
Negatives
- Potential for minor shareholder dilution as restricted shares and PSUs vest and are issued as common stock.
Risks
- Vesting of performance shares is subject to meeting pre-established financial goals which are not guaranteed to be achieved.
- The ultimate value of the PSU grant is highly dependent on market volatility and the company's stock performance relative to benchmarks.
Future Outlook
The company is focusing on long-term financial performance and shareholder value creation, as evidenced by the three-year performance windows attached to executive equity grants.
Management Comments
- Vesting of the shares is based on achievement of pre-established financial performance goals for each of the years ending December 31, 2026, 2027 and 2028.
- Each PSU represents the contingent right to receive between 0 and 1.6 shares of the Company's common stock based on total shareholder return performance.
Industry Context
StockSavvy.ai notes that the use of Total Shareholder Return (TSR) as a primary metric for executive PSUs is a standard practice among S&P 500 companies to ensure management's pay is directly correlated with the investor experience.
Comparison to Industry Standards
- The three-year performance period is consistent with executive compensation structures at major gaming peers like MGM Resorts and Las Vegas Sands.
- The 1.6x multiplier for PSU outperformance is within the typical range of 1.5x to 2.0x seen in large-cap hospitality firms.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Equity Incentive Award | Issuance of shares under the Amended and Restated 2014 Omnibus Incentive Plan. | 2026-04-06 | Strengthens executive retention and aligns management with long-term corporate strategy. |
Stakeholder Impact
- Shareholders: Management interests are now more closely tied to stock price performance and financial targets.
- Management: CFO Craig Jeffrey Fullalove has increased skin in the game with a significant portion of new compensation at risk.
Next Steps
- Evaluation of 2026 financial performance goals at year-end.
- First vesting event for time-based shares on January 7, 2027.
Key Dates
| Date | Description |
|---|---|
| 2026-01-01 | Commencement of the performance period for Total Shareholder Return (TSR) units. |
| 2026-04-06 | Date of the equity grant transactions. |
| 2026-12-31 | End of the first performance year for financial goal-based vesting. |
| 2027-01-07 | Vesting date for the first tranche of time-based restricted shares. |
| 2029-01-01 | Conclusion of the performance period for PSUs. |
| 2029-02-28 | Final vesting date for performance-based restricted shares. |
Recommendation
holdThis filing represents a routine administrative update regarding executive compensation. While it shows management alignment, it does not provide new material information regarding the company's operational performance or financial health that would trigger a change in investment rating.
Keywords
Wynn Resorts, WYNN, Executive Compensation, CFO, Restricted Stock, Performance Share Units, Insider Trading, Craig Jeffrey Fullalove
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