Chapter 6 - WYNN EXECUTIVE HOLDINGS
Wynn Executive Holdings LLC was not a criminal shell.
That was the first surprise.
Berenger formed it three years earlier with company disclosure.
Purpose:
Hold his executive incentive units.
Receive certain consulting payments after vesting.
Manage personal investment interests.
Not inherently improper.
Leandra had no ownership.
The name came from his mother’s maiden name because Berenger liked it better than his own family name.
Fine.
Then the credit facility.
Berenger wanted to borrow up to $2.5 million personally against vested incentive units and other collateral.
Why?
To finance purchase of additional company shares if the board approved a future executive ownership plan.
A legitimate concept in theory.
But the board had not approved the specific loan.
The lender wanted stronger collateral.
Berenger offered:
His vested units.
A personal investment account.
Expected bonus.
And, conditionally, assignment of distributions from my twelve percent separate share interest.
That last part required me.
I said no.
He told the lender:
Spousal consent anticipated.
Not yet signed.
Still arguably just anticipation.
Then company general counsel learned Berenger had asked a junior lawyer to draft the consent package using internal resources.
Could be allowed if related to executive plan.
The lawyer asked:
Has Ianthe’s independent counsel approved?
Berenger said:
She agreed.
False.
Then the lawyer emailed me directly.
I never saw it.
Why?
Berenger had created an inbox rule on our shared home computer? That seems cyber-ish. Better simpler: the lawyer emailed an address I rarely used at company as shareholder contact. I hadn't checked in weeks. Fine.
The lawyer followed up with Berenger.
He said:
“Ianthe is pregnant and doesn’t want admin noise. Route through me.”
That was the first governance red flag.
Then CFO.
Berenger told finance to model dividend assignments as though consent would happen.
CFO asked for signed document.
Berenger became angry.
Then:
“If Gideon keeps using family to block executive alignment, I will take our engineering team elsewhere.”
There.
Threat.
He could legally resign.
He could not solicit protected employees or transfer proprietary work in violation of agreements.
But the threat alarmed directors.
Then security invoice.
Not surveillance of me exactly.
A corporate security vendor had been asked to perform a “personal exposure assessment” on my social media, travel, and public records.
Cost:
$7,600.
Paid by Vale Precision.
Reason listed:
Executive family-risk review.
I had never consented.
Was that illegal?
Company counsel was reviewing.
Was it proper corporate expense?
Probably not.
That plus the share pressure triggered formal independent investigation.
Then a $18,400 invoice from Berenger’s personal lawyer had also been submitted to company accounts under “executive governance.”
Some portion related to company work.
Some to the loan and marital property questions.
Mixed.
No massive embezzlement.
But enough misuse.
Then one draft memo:
If board blocks financing, prepare succession and client retention options outside Vale.
That was not a completed theft plan.
It was a threat strategy.
The independent directors saw:
CEO using company lawyers for spousal pressure.
CEO telling staff consent existed when it didn’t.
CEO charging questionable personal expenses.
CEO threatening to take staff or customers if challenged.
They called the meeting.
That was why Dad said:
May you like
Your board removed you before lunch.
The board had reasons before anyone saw the garden.
