Jamie Odell, the Executive Chairman of gaming giant Light & Wonder, says the company has focused significant energy on navigating the two distinct frameworks it now operates under as an entity listed on Australia’s ASX but incorporated in Nevada, USA.
But he also described Light & Wonder’s governance structure, with key executives based in the US, as necessary – with the Board of Directors implementing measures he says are designed to ensure equitable treatment for all staff and stockholders.
Odell’s comments formed part of his Chairman’s Address at the Annual General Meeting on Thursday, coming some eight months after the company wound up its Nasdaq listing and competed its transition to a sole listing on the ASX.
Under this new model, Light & Wonder remains incorporated in Nevada but its common stock trades on the ASX as CHESS Depositary Interests (CDIs), each conferring beneficial ownership of one share of Light & Wonder common stock and with legal title held by CHESS Depositary Nominees Pty Ltd on behalf of CDI holders.
Odell described the corporate structure as “genuinely unique in the Australian listed market context” while noting that the company operates “at the intersection of two distinct governance frameworks.”
It also, he explained, requires careful decision making in instances where corporate governance rules may differ between jurisdictions – including the occasional departure from ASX Corporate Governance Council Recommendations.
According to Odell, such instances reflect “considered Board judgement about what is appropriate for our structure and stockholder composition at this time.”
He added, “One such area is diversity: our approach must be governed by US law, including federal and state anti-discrimination requirements. However, our Celebrate Perspectives Council drives the company’s focus on fostering an inclusive culture consistent with the spirit of ASX Recommendation 1.5.”
ASX Recommendation 1.5 calls for the existence and disclosure of a diversity policy, the setting of measurable objectives for achieving gender diversity, the reporting of progress in achieving those objectives and the disclosure of gender composition statistics.
Odell also noted that US and Australian governance norms diverge in the area of employee remuneration.
“Australian norms emphasize fixed remuneration as a meaningful proportion of total pay, with clearly defined performance hurdles and TSR-based long-term incentive metrics,” he said.
“US norms reflect a greater proportion of at-risk equity-based pay and operational metrics such as Adjusted EBITDA.”
While he said no material changes have been made to Light & Wonder’s remuneration framework since joining the ASX, Odell noted that the executive team is US-based and the company competes for talent in the US gaming and technology sector.
“Our remuneration structures reflect that reality,” he said, adding, “While as a US company we are not subject to the Australian two-strikes regime (giving shareholders greater say over executive remuneration at shareholder meetings), the Board does not treat this as license to be inattentive to feedback. We value the perspectives of our investors and commit to ongoing engagement.”
Light & Wonder shareholders on Thursday approved the company’s non-employee director remuneration proposal as well as 2026 long-term incentive equity grants to the company’s director-CEO, Matt Wilson.
Despite significant changes Light & Wonder’s corporate structure, Odell said the company “entered 2026 as a structurally simpler, strategically focused and financially stronger company,” with the recent resolution of an IP dispute with market rival Aristocrat, the acquisition of Grover Gaming and the ASX transition “all providing a clear platform for our next phase of growth.”
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