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Stock-Based Compensation | 12 Months Ended
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Dec. 31, 2023
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | Stock-Based Compensation The Company has adopted equity plans that allow for grants of stock-based compensation awards. The following sections describe each of these plans. Wynn Resorts, Limited 2014 Omnibus Incentive Plan (the "WRL Omnibus Plan") On May 16, 2014, the Company adopted the WRL Omnibus Plan after approval from its stockholders, which was adopted for a period of 10 years. The WRL Omnibus Plan allows for the grant of stock options, restricted stock, restricted stock units, stock appreciation rights, performance awards, and other share-based awards to eligible participants. The Company reserved 4,409,390 shares of its common stock for issuance under the WRL Omnibus Plan. On June 25, 2020, the Company's shareholders approved an amendment to the WRL Omnibus Plan that increases the shares authorized for issuance by 1,500,000 shares, for an aggregate number of shares authorized for issuance to 5,909,390 shares. As of December 31, 2023, the Company had 1,585,472 shares of its common stock available for grant as share-based awards under the WRL Omnibus Plan. Wynn Macau, Limited Share Option and Share Award Plans The Company's majority-owned subsidiary, WML, has two stock-based compensation plans that provide awards based on shares of WML's common stock. The shares available for issuance under these plans are separate and distinct from the common stock of Wynn Resorts' share plan and are not available for issuance for any awards under the Wynn Resorts share plan. The maximum number of shares which may be issued pursuant to WML's stock-based compensation plans is a combined aggregate of 523,843,160 shares. As of December 31, 2023, there were 521,567,160 shares available for issuance under WML's stock-based compensation plans. WML Share Option Plan ("WML Share Option Plan") WML adopted the WML Share Option Plan on May 25, 2023 to supersede its share option plan adopted on May 30, 2019. The WML share option plan allows for the grant of stock options to purchase shares of WML to eligible directors and employees of WML, its subsidiaries, and related entities, and service providers of WML and its subsidiaries. The WML Share Option Plan is administered by WML's board of directors, which has the discretion on the vesting and service requirements, exercise price, performance targets to exercise if applicable and other conditions, subject to certain limits. The WML S hare O ption P lan was adopted for a period of 10 years commencing from May 25, 2023. WML Employee Share Ownership Scheme (the "WML Share Award Plan") WML adopted the WML Share Award Plan on May 25, 2023 to supersede its employee ownership scheme adopted on June 30, 2014. The Share Award Plan allows for the grant of nonvested shares of WML's common stock to eligible directors and employees of WML, its subsidiaries, and related entities, and service providers of WML and its subsidiaries. The WML Share Award Plan was adopted for a period of 10 years commencing from May 25, 2023. Wynn Interactive Ltd. 2020 Omnibus Incentive Plan (the "WIL Omnibus Plan") On October 23, 2020, the Wynn Interactive board of directors adopted the WIL Omnibus Plan. The WIL Omnibus Plan, which is administered by the Wynn Interactive board of directors, allows for an aggregate number of shares totaling 101,419 for the grant of stock options, restricted stock, restricted stock units, stock appreciation rights, performance awards, and other share-based awards to eligible participants. As of December 31, 2023, there were 30,984 shares available to grant under the WIL Omnibus Plan. Stock Options The summary of stock option activity for the year ended December 31, 2023 is presented below:
| Options |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Term (in years) |  | Aggregate Intrinsic Value
WRL Omnibus Plan |  |  |  |  |  |  |
Outstanding as of January 1, 2023 | 56,269 |  |  | $ | 61.14 |  |  |  |  |
Granted | — |  |  | $ | — |  |  |  |  |
Exercised | (32,284) |  |  | $ | 60.89 |  |  |  |  |
Forfeited or expired | — |  |  | $ | — |  |  |  |  |
Outstanding as of December 31, 2023 | 23,985 |  |  | $ | 61.48 |  |  | 1.48 |  | $ | 710,776 |
Fully vested and expected to vest as of December 31, 2023 | 23,985 |  |  | $ | 61.48 |  |  | 1.48 |  | $ | 710,776 |
Exercisable as of December 31, 2023 | 23,985 |  |  | $ | 61.48 |  |  | 1.48 |  | $ | 710,776 |
WML Share Option Plan |  |  |  |  |  |  |
Outstanding as of January 1, 2023 | 33,003,400 |  |  | $ | 1.68 |  |  |  |  |
Granted | 5,017,000 |  |  | $ | 0.76 |  |  |  |  |
Exercised | — |  |  | $ | — |  |  |  |  |
Forfeited or expired | (800,000) |  |  | $ | 3.18 |  |  |  |  |
Outstanding as of December 31, 2023 | 37,220,400 |  |  | $ | 1.52 |  |  | 6.85 |  | $ | 1,367,352 |
Fully vested and expected to vest as of December 31, 2023 | 37,220,400 |  |  | $ | 1.52 |  |  | 6.85 |  | $ | 1,367,352 |
Exercisable as of December 31, 2023 | 19,288,200 |  |  | $ | 1.96 |  |  | 5.45 |  | $ | 210,563 |
WIL Omnibus Plan |  |  |  |  |  |  |
Outstanding as of January 1, 2023 | 79,883 |  |  | $ | 878.27 |  |  |  |  |
Granted | — |  |  | $ | — |  |  |  |  |
Exercised | — |  |  | $ | — |  |  |  |  |
Forfeited or expired | (12,145) |  |  | $ | 489.23 |  |  |  |  |
Outstanding as of December 31, 2023 | 67,738 |  |  | $ | 111.35 |  |  | 6.98 |  | $ | — |
Fully vested and expected to vest as of December 31, 2023 | 67,738 |  |  | $ | 111.35 |  |  | 6.98 |  | $ | — |
Exercisable as of December 31, 2023 | 59,525 |  |  | $ | 113.49 |  |  | 6.95 |  | $ | — |
The following is provided for stock options under the Company's stock-based compensation plans (in thousands, except weighted average grant date fair value):
| Year Ended December 31,
| 2023 |  | 2022 |  | 2021
WRL Omnibus Plan(1) |  |  |  |  |
Weighted average grant date fair value | $ | — |  |  | $ | 18.56 |  |  | $ | — |
WML Share Option Plan(2) |  |  |  |  |
Weighted average grant date fair value | $ | 0.25 |  |  | $ | 0.26 |  |  | $ | 0.26 |
Intrinsic value of stock options exercised | $ | — |  |  | $ | — |  |  | $ | — |
Cash received from the exercise of stock options | $ | — |  |  | $ | — |  |  | $ | — |
WIL Omnibus Plan(3) |  |  |  |  |
Weighted average grant date fair value | $ | — |  |  | $ | 35.36 |  |  | $ | 159.51 |
Intrinsic value of stock options exercised | $ | — |  |  | $ | 1,241 |  |  | $ | — |
(1)As of December 31, 2023, there was no unamortized compensation expense related to stock options. (2)As of December 31, 2023, there was $5.0 million of unamortized compensation expense related to stock options, which is expected to be recognized over a weighted average period of 3.18 years. (3)As of December 31, 2023, there was $1.6 million of unamortized compensation expense related to stock options, which is expected to be recognized over a weighted average period of 0.97 years. Option Valuation Inputs The fair value of stock options granted under the WRL Omnibus Plan was estimated on the date of grant using the following weighted average assumption:
| Year Ended December 31,
| 2023 |  | 2022 |  | 2021
Expected dividend yield | — | % |  | — | % |  | — | %
Expected volatility | — | % |  | 56.9 | % |  | — | %
Risk-free interest rate | — | % |  | 2.7 | % |  | — | %
Expected term (years) | — |  |  | 1.8 |  | — |
The fair value of stock options granted under WML's Share Option Plan was estimated on the date of grant using the following weighted average assumptions:
| Year Ended December 31,
| 2023 |  | 2022 |  | 2021
Expected dividend yield | 5.7 | % |  | 1.3 | % |  | 2.9 | %
Expected volatility | 53.8 | % |  | 45.7 | % |  | 46.4 | %
Risk-free interest rate | 3.6 | % |  | 3.2 | % |  | 1.1 | %
Expected term (years) | 6.5 |  | 6.5 |  | 6.5
The fair value of stock options granted under the WIL Omnibus Plan was estimated on the date of grant using the following weighted average assumptions:
| Year Ended December 31,
| 2023 |  | 2022 |  | 2021
Expected dividend yield | — | % |  | — | % |  | — | %
Expected volatility | — | % |  | 47.5 | % |  | 50.0 | %
Risk-free interest rate | — | % |  | 2.93 | % |  | 0.60 | %
Expected term (years) | — |  |  | 5.1 |  | 6.3
Nonvested and performance nonvested shares The summary of nonvested and performance nonvested share activity under the Company's stock-based compensation plans for the year ended December 31, 2023 is presented below:
| Shares |  | Weighted Average Grant Date Fair Value
WRL Omnibus Plan |  |  |
Nonvested as of January 1, 2023 | 838,471 |  |  | $ | 93.18 |
Granted | 727,522 |  |  | $ | 94.13 |
Vested | (565,079) |  |  | $ | 88.24 |
Forfeited | (23,256) |  |  | $ | 89.31 |
Nonvested as of December 31, 2023 | 977,658 |  |  | $ | 96.62 |
WML Share Award Plan |  |  |
Nonvested as of January 1, 2023 | 20,318,446 |  |  | $ | 0.97 |
Granted | 6,908,870 |  |  | $ | 1.08 |
Vested | (3,746,630) |  |  | $ | 1.44 |
Forfeited | (1,148,880) |  |  | $ | 1.07 |
Nonvested as of December 31, 2023 | 22,331,806 |  |  | $ | 0.92 |
WIL Omnibus Plan |  |  |
Nonvested as of January 1, 2023 | 10,886 |  |  | $ | 37.20 |
Granted | — |  |  | $ | — |
Vested | (1,854) |  |  | $ | 37.07 |
Forfeited | (6,822) |  |  | $ | 37.31 |
Nonvested as of December 31, 2023 | 2,210 |  |  | $ | 36.95 |
Certain members of the executive management team receive grants of nonvested share awards that are subject to service and performance conditions. Generally, these awards vest if certain fair share metrics (as approved by the Company's Compensation Committee of the Board of Directors) are attained over a one-, two-, or three-year performance period. The Company records expense for these awards if it determines that vesting is probable. At December 31, 2023, all performance nonvested awards were deemed to be probable of vesting; however, none of the performance criteria contingencies have been resolved. The activity for these performance nonvested shares is included in the table above. The following is provided for the share awards under the Company's stock-based compensation plans (in thousands, except weighted average grant date fair value):
| Year Ended December 31,
| 2023 |  | 2022 |  | 2021
WRL Omnibus Plan |  |  |  |  |
Weighted average grant date fair value | $ | 94.13 |  |  | $ | 62.34 |  |  | $ | 108.68 |
Fair value of shares vested | $ | 56,689 |  |  | $ | 52,965 |  |  | $ | 41,133 |
WML Share Award Plan |  |  |  |  |
Weighted average grant date fair value | $ | 1.08 |  |  | $ | 0.62 |  |  | $ | 1.56 |
Fair value of shares vested | $ | 3,941 |  |  | $ | 20,547 |  |  | $ | 4,771 |
As of December 31, 2023, there was $55.8 million of unamortized compensation expense related to nonvested shares under the WRL Omnibus Plan, which is expected to be recognized over a weighted average period of 2.24 years. As of December 31, 2023, there was $12.5 million of unamortized compensation expense under the WML Share Award Plan, which is expected to be recognized over a weighted average period of 2.51 years. Performance Share Units ("PSUs") Certain members of the Wynn Resorts executive management team receive grants of PSUs that are subject to service and market conditions. Each PSU represents the right to receive between 0 and 1.6 shares of Wynn Resorts common stock depending on the performance of the common stock over a three-year period. The summary of PSU activity during the year ended December 31, 2023 is provided below:
| Units |  | Weighted Average Grant Date Fair Value
Nonvested as of January 1, 2023 | — |  |  | $ | — |
Granted | 24,910 |  |  | $ | 121.70 |
Vested | — |  |  | $ | — |
Forfeited | — |  |  | $ | — |
Nonvested as of December 31, 2023 | 24,910 |  |  | $ | 121.70 |
The fair value of PSUs granted under the WRL Omnibus Plan during the year ended December 31, 2023 was estimated on the date of grant using a risk-free rate of 3.80% and expected volatility of 55.0%. Annual Incentive Bonus Certain members of the Company's management team receive a portion of their annual incentive bonus in shares of the Company's stock. The number of shares is determined based on the closing stock price on the date the annual incentive bonus is settled. As the number of shares is variable, the Company records a liability for the fixed monetary amount over the service period. The Company recorded stock-based compensation expense associated with these awards of $8.0 million, $6.6 million and $9.3 million for each of the years ended December 31, 2023, 2022 and 2021, respectively. The Company settled its obligations for the 2023, 2022, and 2021 annual incentive bonuses by issuing 84,130, 67,320, and 108,224 of vested shares with a weighted-average grant date fair value of $95.26, $98.61, and $85.80, in January of the respective following year. Compensation Cost The total compensation cost for stock-based compensation plans was recorded as follows (in thousands):
| Year Ended December 31,
| 2023 |  | 2022 |  | 2021
Casino | $ | 2,163 |  |  | $ | 12,401 |  |  | $ | 13,899 |
Rooms | 800 |  |  | 1,252 |  |  | 1,525 |
Food and beverage | 1,636 |  |  | 2,417 |  |  | 3,264 |
Entertainment, retail and other(1) | 8,230 |  |  | 10,964 |  |  | 19,978 |
General and administrative | 51,686 |  |  | 40,593 |  |  | 56,572 |
Total stock-based compensation expense | 64,515 |  |  | 67,627 |  |  | 95,238 |
Total stock-based compensation capitalized | 5,268 |  |  | 3,246 |  |  | 5,058 |
Total stock-based compensation costs | $ | 69,783 |  |  | $ | 70,873 |  |  | $ | 100,296 |
(1)In 2021, reflects compensation cost of $2.7 million recognized in connection with the vesting of restricted stock performance awards. During the years ended December 31, 2023, 2022 and 2021, the Company recognized income tax benefits in the Consolidated Statements of Operations of $10.0 million, $9.3 million, and $14.9 million, respectively, related to stock-based compensation expense. Additionally, during the years ended December 31, 2023, 2022, and 2021, the Company realized tax benefits of $7.5 million, $8.9 million, and $8.0 million, respectively, related to stock option exercises and restricted stock vesting that occurred in those years.

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