DEF 14A of MGM Resorts International
Filed Mar 22, 2024 · FY20230001193125-24-074463
Protecting the Planet – Our Core Belief & Strategic Priorities
| NAME | FEES EARNED OR PAID IN CASH | STOCK AWARDS(A)(B) | ALL OTHER COMPENSATION(C) | TOTAL | | Barry Diller | $— | $— | $17,360 | $17,360 | | Alexis M. Herman | 170,000 | 190,000 | 17,360 | 377,360 | | Mary Chris Jammet | 150,000 | 190,000 | 17,360 | 357,360 | | Joey Levin | — | — | 17,360 | 17,360 | | Rose McKinney-James | 160,000(D)(E) | 190,000(E) | 17,360 | 367,360 | | Keith Meister | 145,000(E) | 190,000(E) | 17,360 | 352,360 | | Paul Salem | 380,000(E)(F) | 190,000(E) | 17,360 | 587,360 | | Gregory M. Spierkel(I) | 37,500 | — | 17,360 | 54,860 | | Jan G. Swartz | 130,000 | 190,000 | 17,360 | 337,360 | | Daniel J. Taylor | 290,000(G)(H) | 190,000 | 17,360 | 497,360 | | Ben Winston | 110,000 | 190,000 | 21,080 | 321,080 |
Information Concerning the Board’s Nominees
Information Concerning the Board’s Nominees The Board seeks nominees who have substantial professional accomplishments and who are leaders in the companies or institutions with which they are affiliated. Nominees should be persons who are capable of applying independent judgment and undertaking analytical inquiries and who exhibit high integrity, practical wisdom and mature judgment. The Nominating/Corporate Governance Committee evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that will best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment, based on diverse experiences. The Nominating/Corporate Governance Committee, together with the Board, reviews on an annual basis the composition of the Board to determine whether the Board includes the right mix and balance of skill sets, financial acumen, general and special business experience and expertise, industry knowledge, diversity (such as, and including but not limited to, gender, race/ethnicity, age, geographic location, and nationality), leadership abilities, high ethical standards, independence, sound judgment, interpersonal skills, overall effectiveness and other desired qualities. Director candidates also must meet the approval of certain state regulatory authorities. We identify and describe below the key experience, qualifications and skills, in addition to those discussed above, that the directors bring to the Board and that are important in light of our business.
Information Concerning the Board’s Nominees
| • | Leadership experience. Directors with experience in significant leadership positions demonstrate a practical understanding of organizations, processes, strategy, risk management and the methods to drive change and growth. Thus, their service as top leaders at other organizations also benefits us. |
Information Concerning the Board’s Nominees
| • | Finance experience. An understanding of finance and financial reporting is important for our directors, as we measure our operating and strategic performance by reference to financial targets. |
Information Concerning the Board’s Nominees
| • | Industry experience. We seek to have directors with experience as executives, as directors or in other leadership positions in the resort, gaming and entertainment industries in which we participate, particularly given the highly regulated nature of these industries, as well as experience in the digital industry working with omni channel platforms. |
Information Concerning the Board’s Nominees
| • | Government experience. We seek directors with government experience, as our business is subject to extensive government regulation and we are directly affected by governmental actions. We therefore recognize the importance of working constructively with local, state, federal and international governments. |
Information Concerning the Board’s Nominees
| • | Public company directorship experience. We seek directors with experience as directors of other public companies, as we believe these individuals will have been exposed to the various types of financial, governance and operational matters that companies such as ours consider from time to time. |
Information Concerning the Board’s Nominees
| 28 | MGM Resorts International 2024 Proxy Statement |
Information Concerning the Board’s Nominees
The following sets forth, for each nominee, his or her name, age as of the date of the Annual Meeting, principal occupation for at least the past five years and certain other matters. The respective experiences, qualifications and skills the Board considered in determining whether to recommend each director nominated for election are also included in the column to the right.
Information Concerning the Board’s Nominees
| BARRY DILLER | Principal Occupation/Other Directorships • Chairman and Senior Executive of IAC, Inc. (“IAC”) since December 2010. • Chairman and Senior Executive of Expedia Group, Inc., an online travel company (formerly, Expedia, Inc.), since August 2005. • From 1995 to late 2010, served as the Chairman and the Chief Executive Officer of IAC. • Since December 1992, beginning with QVC, Inc., served as chief executive for a number of predecessor companies engaged in media and interactivity prior to the formation of IAC. • From October 1984 to April 1992, served as Chairman and Chief Executive Officer of Fox, Inc. and was responsible for the creation of Fox Broadcasting Company in addition to Fox’s motion picture operations. • Before joining Fox, served for 10 years as the Chairman and Chief Executive of Paramount Pictures Corporation. In March 1983, in addition to Paramount, became President of the conglomerate’s newly formed Entertainment and Communications Group, which included Simon & Schuster, Inc., Madison Square Garden Corporation and SEGA Enterprises, Inc. • Prior to joining Paramount, served as Vice President of Prime Time Television for ABC Entertainment. • Through his foundation he supported projects for Roundabout Theatre Company, Signature Theatre, The Public Theater, and Motion Picture & Television Fund, and is creating Little Island, a park and performance center in the Hudson River. • Director of The Coca-Cola Company since April 2002. • Member of The Business Council. | | AGE: (82) DIRECTOR SINCE 2020 CHAIRMAN AND SENIOR EXECUTIVE OF IAC | |
Director Qualifications
Director Qualifications Leadership experience—Serves as Chairman and Senior Executive of IAC. Served as Chief Executive Officer of Fox, Inc. from 1984 to 1992, responsible for the creation of Fox Broadcasting Company, and Fox’s motion picture operations. Prior to Fox, served for 10 years as Chief Executive Officer of Paramount Pictures Corporation. Finance experience—Extensive experience in financings, mergers, acquisitions, investments and strategic transactions, including transactions with Silver King Broadcasting, QVC, Inc., Ticketmaster Entertainment, Inc. and Home Shopping Network, Inc. Served on the Finance Committee of Graham Holdings Company. Industry experience—Extensive experience in the media and Internet sectors, including experience at IAC, with businesses in the marketing and technology industries, at Expedia Group, Inc., which empowers travelers through technology with tools to efficiently research, plan, book and experience travel, and at TripAdvisor, Inc., which operates the flagship TripAdvisor-branded websites and numerous other travel brands. Public company directorship experience—Director and member of various board committees of several public companies.
Director Qualifications
| MGM Resorts International 2024 Proxy Statement | 29 |
Director Qualifications
| ALEXIS M. HERMAN | Principal Occupation/Other Directorships • Chair and Chief Executive Officer of New Ventures LLC, a corporate consulting company, since 2001. • Lead Director, Chair of the Governance and Nominating Committee, and member of the Technology Committee, Finance Committee, and Executive Committee of Cummins Inc. • Director and member of the Personnel Committee and member of the Corporate Governance Committee of Entergy Corp. • Director and member of the Compensation Committee and Chair of the Public Issues and Diversity Review Committee of The Coca-Cola Company. • United States Secretary of Labor from 1997 to 2001. • Member of the Board of Trustees of the National Urban League, a civil rights organization, and member of the Board of Trustees of Toyota Technological Institute at Chicago University. • President of the Dorothy I. Height Education Foundation and Co-Chair of the Presidential Leadership Scholars Initiative. | | AGE: (76) DIRECTOR SINCE 2002 CHAIR AND CHIEF EXECUTIVE OFFICER OF NEW VENTURES LLC | |
Director Qualifications
Leadership experience—Chief Executive Officer of a consulting firm; former United States Secretary of Labor; member of the board of trustees of a civil rights organization. Finance experience—Member of the finance committee of a public company that designs, manufactures, sells and services diesel engines and related technology around the world. Government experience—Former United States Secretary of Labor. Public company directorship experience—Director and member of various board committees of several public companies; member of advisory boards to public companies.
Director Qualifications
| 30 | MGM Resorts International 2024 Proxy Statement |
Director Qualifications
| WILLIAM J. HORNBUCKLE | Principal Occupation/Other Directorships • Chief Executive Officer and President of the Company since July 2020 and Acting Chief Executive Officer and President from March 2020 through July 2020. • Formerly President and Chief Operating Officer of the Company from March 2019 to March 2020, President since December 2012 and Chief Customer Development Officer since December 2018. • Chairperson of MGM China from 2020 to May 2023 and Co-Chairman since May 2023. Director of MGM China since 2011; previously a director of MGM Growth Properties LLC from 2016 through March 2020. • Previously served as Director of PLAYSTUDIOS, Inc. from June 2021 to December 2021. • Chief Marketing Officer of the Company from August 2009 to August 2014. • Founder and Board Member of GBank Financial Holdings from March 2007 through the present and Chair of the Compensation Committee. • President and Chief Operating Officer of Mandalay Bay Resort & Casino in Las Vegas from April 2005 to August 2009. • Previously served as President and Chief Operating Officer of MGM MIRAGE-Europe, where he worked on the development of MGM’s gaming operations in the United Kingdom. • Previously served as President and Chief Operating Officer of MGM Grand Hotel & Casino and of Caesars Palace, Las Vegas. • Spent the majority of his earlier career with Mirage Resorts Inc. in various senior management positions, including the Vice President of Hotel Operations of Golden Nugget, the Vice President of Hotel Operations of the Mirage, the President of Laughlin, the Executive Vice President and Chief Operating Officer of Treasure Island and the Executive Vice President of Operations of MGM Grand, from 1986 to 1998. • Bachelor’s degree in hotel administration from the University of Nevada, Las Vegas. • Chair of the US Travel and Tourism Advisory Board since 2022. | | AGE: (66) DIRECTOR SINCE 2020 CHIEF EXECUTIVE OFFICER AND PRESIDENT OF THE COMPANY | |
Director Qualifications
Leadership experience—Chief Executive Officer of the Company since July 2020 and has held several key executive positions with the Company for over 10 years. Finance experience—Served as Chief Operating Officer of the Company and as Chief Operating Officer for many other reputable gaming-industry companies. Industry experience—Served in various roles at the Company and other casino companies for over three decades. Public company directorship experience—Current director and Co-Chairman of MGM China, a Hong Kong Stock Exchange listed company, and a former director of MGM Growth Properties LLC.
Director Qualifications
| MGM Resorts International 2024 Proxy Statement | 31 |
Director Qualifications
| MARY CHRIS JAMMET | Principal Occupation/Other Directorships • Founder and principal of Bristol Partners, LLC. • Former Senior Vice President and portfolio manager responsible for $20 billion in assets for clients in the United States and abroad, from 1998 until 2013, and equity research analyst focused on the gaming and lodging industry, from 1989 until 1998, at Legg Mason Global Asset Management (now Franklin Templeton), an international asset management firm. • Member of the Board of Directors for Adams Funds (publicly traded closed-end funds) since December 2020. Chair of the Audit Committee and member of the Nominating and Governance Committee, the Compensation Committee and the Executive Committee. • Former Independent Director for Payless ShoeSource Inc. from June 2018 to January 2019 and Chair of the Nominating and Governance Committee, Chair of the Corporate Social Responsibility Committee and Member of the Special Committee. • Member of the Finance Department Advisory Board Sellinger School of Business at Loyola University Maryland. • Received a CERT Certificate in Cybersecurity Oversight in 2020 from the CERT Division of the Software Engineering Institute at Carnegie Mellon University. | | AGE: (56) DIRECTOR SINCE 2014 FORMER SENIOR VICE PRESIDENT, PORTFOLIO MANAGER AND EQUITY ANALYST AT LEGG MASON GLOBAL ASSET MANAGEMENT | |
Director Qualifications
Leadership experience—Former Senior Vice President of one of the largest international asset management firms. Finance experience—Served as Senior Vice President and portfolio manager of a regulated financial services institution, responsible for, among other things, assessing the performance of companies and evaluating their financial statements. Industry experience—Served as an equity analyst researching the gaming and lodging industries. Public company directorship experience—Current Member of the Board of Directors for Adams Funds (publicly traded closed-end funds).
Director Qualifications
| 32 | MGM Resorts International 2024 Proxy Statement |
Director Qualifications
| JOEY LEVIN | Principal Occupation/Other Directorships • Chief Executive Officer and Director of IAC since June 2015. • Chairman of the Board of Directors of Angi Inc. (formerly ANGI Homeservices Inc.). Chief Executive Officer of Angi since October 2022. • Served in various roles at IAC since he joined the company in 2003 working in the Mergers & Acquisitions group. • Former CEO of Mindspark Interactive, a division of IAC, and has led various businesses for IAC until his appointment to CEO and the Board of Directors in 2015. • Prior to joining IAC, worked in the Technology Mergers & Acquisitions group for Credit Suisse First Boston (now Credit Suisse) in San Francisco. • Previously served as Chairman of the Board of Vimeo Inc. from May 2021 to March 2023, Chairman of the Board of Match Group, Inc. from October 2015 to 2021 and Director of Match Group, Inc. through Sept. 2022. Also previously served as a Director of several publicly traded consumer technology companies including Groupon, Inc., LendingTree, Inc, and The Active Network through its IPO and up until its sale to Vista Equity Partners. | | AGE: (44) DIRECTOR SINCE 2020 CHIEF EXECUTIVE OFFICER OF IAC & ANGI | |
Director Qualifications
Leadership experience—Chief Executive Officer of IAC, a leading media and internet company, and served as Chairman of the Board of Match Group, Inc., an internet and technology company with the largest global portfolio of online dating services, and ANGI Homeservices Inc., a global leader in home improvement. Finance experience—Significant experience in financings, mergers, acquisitions, investments and strategic transactions through his various roles at IAC and in the Technology Mergers & Acquisition group for Credit Suisse. Industry experience—Extensive experience in the media and Internet sectors, including experience at IAC, with businesses in the marketing and technology industries. Public company directorship experience—Serves as a director of several public companies, including as Chairman of the Board of Directors for Match Group, Inc. and ANGI Homeservices Inc.
Director Qualifications
| MGM Resorts International 2024 Proxy Statement | 33 |
Director Qualifications
| ROSE MCKINNEY-JAMES | Principal Occupation/Other Directorships • Managing Principal of Energy Works Consulting LLC and McKinney James & Associates, providing consulting services regarding public affairs in the areas of energy, education, and environmental policy, in each case for more than the past five years. • Director of Ioneer Ltd. since January 2021, member of its Renumeration Committee and Chair of its Environmental Health Safety & Sustainability Committee. • Director of Pacific Premier Bancorp since March 2022, member of its Nominating and Governance Committee and Enterprise Risk Committee. • Serves on the Board of Directors of MGM Grand Detroit, LLC • Member of the Audit Committee and Chair of the CRA Committee of Toyota Financial Savings Bank. • Director of the National Association of Corporate Directors Pacific Southwest Chapter and Fellow of the National Association of Corporate Directors. • Director of CLEAResult and member of its Audit Committee from 2020 to 2023. • Director of Marketing and External Affairs of Nevada State Bank Public Finance from 2007 to 2013. • Former Director and Chair of the Board Governance and Nominating Committee and member of the Finance Committee of Employers Holdings, Inc. from 2005 to June 2013. • Emeritus Director of Three Square, Nevada Partners and the American Association of Blacks in Energy AABE. • Former Board Chair of The US Energy Foundation from 2020 to 2022 and former Chair of its Governance and Nominating Committee. • Formerly the President and Chief Executive Officer of the Corporation for Solar Technologies and Renewable Resources for five years. • Former Commissioner with the Nevada Public Service Commission and former Director of the Nevada Department of Business and Industry. | | AGE: (72) DIRECTOR SINCE 2005 MANAGING PRINCIPAL OF ENERGY WORKS CONSULTING LLC AND MCKINNEY JAMES & ASSOCIATES | |
Director Qualifications
Leadership experience—Former President and CEO of a not-for-profit corporation focused on solar and renewable energy technologies; former leader of two Nevada state government agencies. Finance experience—Finance committee member of a company that provides workers’ compensation insurance and services to small businesses; member of audit committee of Toyota Financial Savings Bank. Industry experience—Former director of Mandalay Resort Group prior to its acquisition by the Company. Government experience—Former leader of two Nevada state government agencies. Public company directorship experience—Former director and board committee member of a company that provides workers’ compensation insurance and services to small businesses.
Director Qualifications
| 34 | MGM Resorts International 2024 Proxy Statement |
Director Qualifications
| KEITH A. MEISTER | Principal Occupation/Other Directorships • Founder, Managing Partner & Chief Investment Officer of Corvex Management LP since 2010. • Director and Chairman of CM Life Sciences, Inc., CM Life Sciences II Inc. and CM Life Sciences III Inc. prior to 2022. • Director of Sema4 Holdings from January 2022 through the present and a member of its Audit Committee. • Director of BetMGM since May 2020. • Senior Managing Director of the General Partners of Icahn Partners L.P. and affiliated funds from November 2004 to August 2010. • Co-President of J Net Ventures from January 2000 through September 2001. • Prior to launching J Net Ventures, Mr. Meister worked at NorthStar Capital and Lazard Freres. • Previously served as a director on numerous other public boards including: Yum! Brands, Inc., The Williams Companies, The ADT Corporation, Ralcorp Holdings and Motorola, Inc./Motorola Mobility, Inc., among others. • Chairman of the Board of Directors for Harlem Children’s Zone and a member of the board of trustees for the American Museum of Natural History. | | AGE: (51) DIRECTOR SINCE 2019 FOUNDER, MANAGING PARTNER & CHIEF INVESTMENT OFFICER OF CORVEX MANAGEMENT LP | |
Director Qualifications
Leadership experience—Operational and management expertise as managing partner and executive officer of an investment firm and diversified holding company. Finance experience—Expertise in finance, capital markets, strategic development and risk management. Public company directorship experience—Director and board committee member of public companies in a variety of industries. Industry Experience—Served as board member of a company with assets and operations in the casino and gaming industry.
Director Qualifications
| MGM Resorts International 2024 Proxy Statement | 35 |
Director Qualifications
| PAUL SALEM | Principal Occupation/Other Directorships • Co-Founder and CEO of Salem Capital Management (“SCM”) since 2019 and Executive Director of the Salem Foundation. • Senior Managing Director Emeritus, Providence Equity Partners (“Providence”) since 2019 and with Providence from 1992 – 2019, which specializes in investing in the media, communications, education and information industries. Established Providence’s European office in 1999, and co-founded Benefit Street Partners in 2008 (the debt capital markets business of Providence). • Previously served as a director of Grupo TorreSur, Asurion, Eircom, Madison River Telecom, MetroNet (formerly AT&T Canada), PanAmSat, Tele1 Europe, Verio, Wired Magazine, Education Management Corporation and several other Providence investments. • Prior to joining Providence in 1992, worked for Morgan Stanley in corporate finance and mergers and acquisitions and prior to Morgan Stanley spent four years with Prudential Investment Corporation. • Chair of the Board of the Woods Hole Oceanographic Institute, the world’s leader in ocean discovery and research. • Former Chair of Year Up, a national non-profit focused on closing the opportunity divide for urban young adults, and a former board member of Edesia Global Nutrition, a non-profit dedicated to treating and preventing malnutrition in the world’s most vulnerable populations. • Serves on the advisory board of the Carney Institute for Brain Science at Brown University. | | AGE: (60) CHAIRMAN OF THE BOARD SINCE 2020 AND DIRECTOR SINCE 2018 SENIOR MANAGING DIRECTOR EMERITUS AT PROVIDENCE EQUITY PARTNERS | |
Director Qualifications
Leadership experience—Current Senior Managing Director Emeritus at Providence, a premier global asset management firm with approximately $40 billion in assets under management; established the Providence London office in 1999 and helped create Benefit Street Partners, Providence’s credit affiliate that was sold to Franklin Templeton in Q1 2019. Finance experience—Various progressive roles at Providence Equity since 1992, which specializes in investing in the media, communications, education and information industries by employing a variety of financing structures and target equity investments and bringing industry, financial, operational and leadership expertise to portfolio companies. Public company directorship experience—Former director of public company in the education industry, former Chairman of MGM Growth Properties LLC.
Director Qualifications
| 36 | MGM Resorts International 2024 Proxy Statement |
Director Qualifications
| JAN G. SWARTZ | Principal Occupation/Other Directorships • Executive Vice President of Strategic Operations, Carnival Corporation. Previously Group President of Holland America Group of Carnival Corporation, leading Princess Cruises, Holland America Line, Seabourn and Carnival Australia from 2020-2023. Previously, Group President of Princess Cruises and Carnival Australia from 2016-2020. President, Princess Cruises from 2013-2016 and Executive Vice President, Sales, Marketing and Customer Service, Princess Cruises from 2008-2013. Previously served in progressive roles at Princess Cruises starting in 2001 as the Vice President of Strategy and Business Development and led the deal evaluation and integration efforts in connection with Carnival Corporation’s acquisition of P&O Princess in 2002. • Led Princess Cruises expansion throughout Asia, opening 11 offices across China, Japan, Taiwan, Singapore, Hong Kong and Korea. • Co-led Carnival Corporation’s Ocean Medallion digital transformation initiative, which has won the 2018 Gold New York Design Award for Digital IoT, a CES 2019 Innovation Award Honoree and was a finalist for a 2019 Edison Award for its wearable device and guest experience platform available today on Princess ships. • Prior to joining Carnival Corporation, served as Chief Executive Officer of MXG Media from 1999 to 2000. • During the 1992-1999 period, served as an associate consultant, consultant and manager at Bain & Company, Inc. | | AGE: (54) DIRECTOR SINCE 2018 GROUP PRESIDENT, HOLLAND AMERICA GROUP of CARNIVAL CORPORATION SERVING PRINCESS CRUISES, HOLLAND AMERICA LINE, SEABOURN AND P&O AUSTRALIA | |
Director Qualifications
Leadership experience—Current EVP Strategic Operations at Carnival Corporation. Previously Group President at Carnival Corporation, the world’s largest leisure travel company leading four of Carnival Corporation’s nine cruise brands; former Chief Executive Officer of MXG Media, an interactive entertainment Company; President of the Princess Cruises Community Foundation. Finance experience—Various progressive roles at Carnival Corporation involving oversight of several brands’ financial performance. Industry experience—Currently leads Strategy and Land operations including six private destinations and six Alaska wilderness lodges at the world’s largest leisure travel company; oversaw the international expansion of the cruise category throughout Asia and has worked with leading consumer and service companies on growth and digital transformation strategies.
Director Qualifications
| MGM Resorts International 2024 Proxy Statement | 37 |
Director Qualifications
| DANIEL J. TAYLOR | Principal Occupation/Other Directorships • Employed as an executive of Tracinda Corporation from 2007 through 2019. • Director of MGM China. Non-Executive Chairman of the Board of Directors of Light Efficient Design, a division of TADD LLC since July 2014, a manufacturer and distributor of LED lighting products and EV charging stations. • President of Metro-Goldwyn-Mayer Inc. (“MGM Studios”) from April 2005 to January 2006 and Senior Executive Vice President and Chief Financial Officer of MGM Studios from June 1998 to April 2005. • Tax Manager and CPA specializing in the entertainment and gaming practice at Arthur Andersen & Co. from 1978 to 1985. • Director of Inforte Corp. from October 2005 to 2007. • Non-Executive Chairman of the Board of Directors of Delta Petroleum Corporation from May 2009 to August 2012 (and a director from February 2008 to August 2012), and a former member of the Audit Committee and Nominating and Corporate Governance Committee of such company. | | AGE: (67) DIRECTOR SINCE 2007 DIRECTOR OF MGM GROWTH PROPERTIES SINCE 2016 DIRECTOR OF MGM CHINA SINCE 2020 | |
Director Qualifications
Leadership experience—Chairman of the Board of a manufacturer and distributor of LED lighting products; former President of a motion picture, television, home video, and theatrical production and distribution company. Finance experience—Former Chief Financial Officer of a motion picture, television, home video, and theatrical production and distribution company; former Vice President—Taxes of a motion picture, television, home video, and theatrical production and distribution company; former tax manager at a public accounting firm. Industry experience—Former Tax Manager specializing in the entertainment and gaming practice at Arthur Andersen & Co. Public company directorship experience—Former director and board committee member of a public oil and gas company; former director of a management consulting company; former director of MGM Growth Properties LLC and current director of MGM China, a Hong Kong Stock Exchange listed company.
Director Qualifications
| 38 | MGM Resorts International 2024 Proxy Statement |
Director Qualifications
| BEN WINSTON | Principal Occupation/Other Directorships • Award-winning Producer, Director and Founding Partner of Fulwell 73, which specializes in making high quality television and film productions, since 2005. • Executive producer of many television and film productions including, “The Late Show with James Corden” from 2015 to 2023, “The Grammy Awards,” for CBS, “The Kardashians,” for Hulu, “Carpool Karaoke” for Apple TV, and “Friends” The Reunion for HBO MAX. • Has created and produced several music specials for various award winning artists and oversaw “Global Citizen: Mandela 100” in South Africa in 2018. • 13 time Emmy winner, 33 time Emmy nominee, 5 time Critics Choice Award Winner, 3 time Brit Award winner, 2 time PGA Award Winner, Rose D’or winner, Bafta Winner, Grammy nominee. | | AGE: (42) DIRECTOR SINCE 2023 PRODUCER, DIRECTOR AND FOUNDING PARTNER OF FULWELL 73 | |
Director Qualifications
Leadership experience— Founding Partner of Fulwell 73, an international television, film and production company that operates across a wide range of genres and across all media platforms, including theatrical, broadcast and digital. Industry experience—Award-winning director and producer of TV shows, films, documentaries, concerts, events, and music videos.
Director Qualifications
| THE BOARD UNANIMOUSLY RECOMMENDS YOU VOTE “FOR” THE ELECTION OF THE NOMINEES LISTED ABOVE BASED UPON THEIR RESPECTIVE EXPERIENCES, QUALIFICATIONS AND SKILLS IDENTIFIED ABOVE. |
Director Qualifications
| MGM Resorts International 2024 Proxy Statement | 39 |
Director Qualifications
PROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee has selected Deloitte & Touche LLP to serve as our independent registered public accounting firm for 2024. For 2023, Deloitte & Touche LLP audited and rendered opinions on our financial statements and internal control over financial reporting. A representative of Deloitte & Touche LLP will attend the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will have the opportunity to respond to appropriate questions. We are asking our stockholders to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm. Although ratification is not required by our bylaws or otherwise, the Board is submitting the selection of Deloitte & Touche LLP to our stockholders for ratification because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate practice. In the event that our stockholders fail to ratify the selection, it will be considered a recommendation to the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee may in its discretion select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.
Director Qualifications
| The Board recommends a vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm. |
Why We Recommend Your Vote Against this Proposal
Why We Recommend Your Vote Against this Proposal
Why We Recommend Your Vote Against this Proposal
| • | We are committed to an inclusive and diverse culture for all of our stakeholders and have embedded this commitment into our policies and procedures. |
Why We Recommend Your Vote Against this Proposal
| • | We have existing Board oversight and risk management processes. |
Why We Recommend Your Vote Against this Proposal
| • | Management regularly reviews our policies and practices for compliance with applicable laws, including for our diversity, equity and inclusion initiatives. |
Why We Recommend Your Vote Against this Proposal
| • | Preparing the report requested by the proponent would be duplicative and unnecessary. |
Why We Recommend Your Vote Against this Proposal
We are Committed to an Inclusive and Diverse Culture for all of our Stakeholders and have Embedded this Commitment into our Policies and Procedures. At MGM Resorts, the principles and practices of inclusion are embedded into all aspects of our culture, guest services and operations, and we strive to promote an environment that seeks diverse ideas and perspectives that lead to innovative and creative solutions. We take seriously our commitment to diversity and respect for people from all backgrounds, including sex, gender identity or expression, race, national origin, religion, ancestry, age, sexual orientation, veteran status, disability, and other dimensions of diversity. These principles are reflected in a number of our policies, including: our Code of Conduct; Supplier Code of Conduct; Policy Against Discrimination, Harassment, and Retaliation; Global Human Rights Policy; and our Equal Employment Opportunity Policy. Our Code of Conduct and Supplier Code of Conduct make it clear that we are committed to dealing fairly with suppliers and selecting suppliers via a transparent, open, fair and thorough process. We believe that maintaining healthy, strategic relationships with suppliers allows us to leverage the assets, capabilities and knowledge of suppliers, which is essential to the good health and long-term sustainable growth of our business. In addition, gaming regulators in certain of the jurisdictions where we operate require us to comply with supplier diversity requirements. Further, we believe that by embedding diversity and inclusion into our business strategies, we are also more directly able to attract members of diverse communities to our resorts and entertainment offerings. And, by seeking to buy from, and offer mentorship to, diverse suppliers, we not only endeavor to ensure a more resilient supply chain, but we also support the economic development of the very communities in which we operate. Our supplier initiatives aim to strengthen our operations and provide us access to a diverse range of unique, creative and high-quality products and services in order to allow us to deliver the world-class guest experience for which we are renowned. Further, at MGM Resorts, our employment decisions are based on individual merit and achievement, qualifications, job performance, training, and experience. Employment opportunities are open to all qualified applicants, and decisions are made without regard to any status or classification protected by law. We aim to develop and enhance transparent talent systems that ensure equal access to employment and career growth opportunities for all.
Why We Recommend Your Vote Against this Proposal
| (10) https://www.mgmresorts.com/en/company/.html#/Careers |
Why We Recommend Your Vote Against this Proposal
| (11) https://www.census.gov/quickfacts/fact/table/US/PST045222 |
Why We Recommend Your Vote Against this Proposal
| MGM Resorts International 2024 Proxy Statement | 45 |
Why We Recommend Your Vote Against this Proposal
We Have Existing Board Oversight and Risk Management Processes. In addition to the policies, programs, and initiatives that support our commitment to diversity, equity, and inclusion, we have enterprise-wide risk management processes to protect against risks to the Company. The Human Capital and Compensation Committee of the Board oversees the strategies and policies related to human capital management, including diversity, equity and inclusion, and talent recruitment and development, retention and engagement. The Corporate Social Responsibility & Sustainability Committee monitors the Company’s overall approach to corporate responsibility and sustainability, as well as culture, and oversees the Company’s community relations activities and supplier and customer diversity programs. Our Chief Executive Officer is actively engaged in strategy development and implementation of our environmental and social responsibility efforts and serves, together with our Chief People, Inclusion and Sustainability Officer (“CPISO”), as liaisons to the Corporate Social Responsibility and Sustainability Committee. Our CPISO oversees the social impact & sustainability taskforce, which includes executives from legal, investor relations, risk, finance, purchasing and other functions. The taskforce’s mandate is to keep abreast of developments in the social impact and sustainability landscape and to strengthen the Company’s social Impact & sustainability disclosures. In addition, the CPISO works closely with the legal department to review all Company policies and disclosures in light of applicable legal or regulatory requirements and developments in industry practice. Further, in 2019, the Company engaged in a materiality assessment, the results of which were integrated into our Enterprise Risk Management process. As part of this assessment, climate change, human capital management and diversity and inclusion were deemed to be the highest priority issues to our stakeholders. The Company has just completed a second and double materiality assessment which further identified diversity, equity and inclusion as one of the highest priority double materiality issues. Management Regularly Reviews our Policies and Practices for Compliance with Applicable Laws. Management reviews our diversity, equity and inclusion initiatives regularly, to ensure compliance with applicable legal requirements, and in light of changing industry practices. These reviews include initiatives focused on supplier diversity, as well as on diversity, equity and inclusion practices more broadly. As described above, these programs are overseen at the Board-level. As a result, the proponent’s requested review would be duplicative and unnecessary. The Company’s diversity, equity and inclusion programs have been well-recognized for years, garnering many prestigious awards that serve to enhance our reputation with our customers, vendors, employees and other stakeholders, and bolster our competitive advantage. In light of our demonstrated commitment to our core values of diversity, equity, and inclusion for all, from customers to vendors to employees, as well as our existing board oversight and risk management process, and because preparing the proponent’s requested report would be duplicative and unnecessary, the Board recommends that shareholders vote against this proposal.
Why We Recommend Your Vote Against this Proposal
| The Board recommends a vote for “AGAINST” this Proposal. |
Why We Recommend Your Vote Against this Proposal
| 46 | MGM Resorts International 2024 Proxy Statement |
Why We Recommend Your Vote Against this Proposal
COMPENSATION DISCUSSION AND ANALYSIS This Compensation Discussion and Analysis reports on compensation policies applicable to our named executive officers, as determined pursuant to applicable SEC rules. In 2023, our named executive officers (sometimes referred to as our “NEOs”) were the following individuals:
Why We Recommend Your Vote Against this Proposal
| NAME | TITLE | | William J. Hornbuckle | Chief Executive Officer and President | | Jonathan S. Halkyard | Chief Financial Officer and Treasurer | | Corey I. Sanders | Chief Operating Officer | | Gary Fritz | President, Interactive* | | John M. McManus | Chief Legal and Administrative Officer and Secretary |
Why We Recommend Your Vote Against this Proposal
| * Mr. Fritz was promoted to President, Interactive on October 10, 2022, with his new compensation effective as of October 1, 2022, from his prior role as Managing Director, Digital Mergers & Acquisitions. |
Executive Compensation “Best Practices”
For purposes of these guidelines, shares held in trust or retirement accounts and RSUs (including deferred RSUs)—but not PSUs or stock appreciation rights (“SARs”)—count toward the ownership guidelines. Each executive officer is required to retain 50% of the net after-tax shares received upon vesting/exercise of equity incentive awards until the guidelines are satisfied. The Board also adopted stock ownership guidelines for directors, which are described in “Corporate Governance—Director Stock Ownership Guidelines.” As of December 31, 2023, all NEOs were in compliance.
Executive Compensation “Best Practices”
| • | No single trigger arrangements. No executive officer is entitled to single trigger change of control benefits. Our change of control policy conditions change-of-control-benefits (including equity award benefits) on termination without cause or a termination by the executive with “good reason” following a change of control (“double trigger”). |
Executive Compensation “Best Practices”
| • | Uniform change of control policy. We maintain a generally uniform policy with regard to severance payable to NEOs and other executive officers in connection with a change of control. See “Executive Compensation—Uniform Change of Control Policies.” |
Executive Compensation “Best Practices”
| • | Discretionary reduction of annual bonus. The Human Capital and Compensation Committee retains the right to reduce or eliminate any award under our annual bonus program (as in effect from time to time) in its sole and absolute discretion if it determines that such a reduction or elimination is appropriate with respect to the applicable performance criteria or any other applicable factors. |
Executive Compensation “Best Practices”
| • | No golden parachute tax gross ups. In the event that there is a change of control that triggers golden parachute excise taxes under Section 4999 of the Internal Revenue Code, we are not obligated to provide any so-called “golden parachute” excise tax gross-up protection to any of our executive officers. |
Executive Compensation “Best Practices”
| | What We Do | | What We Do NOT Do | | ✓ | DO pay for performance – a significant portion of our NEO compensation is at-risk variable compensation | û | NO pledging permitted by directors or Section 16 officers | | ✓ | DO provide minimum vesting conditions for awards made as part of our long-term equity incentive program | û | NO hedging or derivative transactions permitted by directors or Section 16 officers | | ✓ | DO conduct annual compensation risk assessments | û | NO “single trigger” change in control payments | | ✓ | DO maintain robust stock ownership guidelines | û | NO golden parachute tax gross ups | | ✓ | DO use an independent compensation consultant | û | NO re-pricing of underwater stock options without stockholder approval | | ✓ | DO incorporate Social Impact and Sustainability goals into the annual incentive bonus program for executive officers | û | NO minimum payout of long-term incentive compensation |
Roles in Establishing NEO Compensation
Roles in Establishing NEO Compensation The Human Capital and Compensation Committee is responsible for establishing, implementing, and reviewing the compensation program for our executive officers, including our NEOs. In doing so, the Human Capital and Compensation Committee obtains recommendations from management with respect to the elements of NEO compensation and performance results. Legal and regulatory guidance and market and industry data that may be relevant in determining compensation are provided by management and/or the Human Capital and Compensation Committee’s independent outside advisors (as further described below – see “Outside Consultants”). In addition, the Human Capital and Compensation Committee consults with our CEO regarding our performance goals, and our CEO periodically meets with the Chair of the Human Capital and Compensation Committee to discuss his performance and that of other executive officers. Role of the Human Capital and Compensation Committee The Human Capital and Compensation Committee, among other things, determines compensation of our executive officers, the incentive awards to be granted to our executive officers and associated performance criteria pursuant to our annual incentive programs and administers and approves the granting of equity-based awards under our 2022 Omnibus Incentive Plan (the “Equity Plan”). The Human Capital and Compensation Committee’s authority and oversight with respect to the NEOs extends to total compensation, including base salaries, bonuses, non-equity incentive awards, equity-based awards, and other forms of compensation. Pursuant to the Human Capital and Compensation Committee Charter, the Human Capital and Compensation Committee has delegated authority to the Chief Financial Officer, with oversight by the Company’s executive committee, the ability to grant up to $1,000,000 annually in equity awards to new hires other than executive officers (which amount the Human Capital and Compensation Committee can increase from time to time in its sole discretion), which may consist of SARs, RSUs, Absolute TSR PSUs and Relative TSR PSUs, and to approve employment contracts for other members of senior management involving base salaries that are less than $500,000. In
Assessing Compensation Competitiveness
Assessing Compensation Competitiveness In order to assess whether the compensation awarded to our NEOs is fair and reasonable, the Human Capital and Compensation Committee periodically gathers and reviews data regarding the compensation practices and policies of other public companies of comparable size in the gaming, hospitality, and restaurant industries. The peer group compensation data is reviewed by the Human Capital and Compensation Committee to determine whether the compensation opportunity provided to our NEOs is generally competitive with that provided to the executive officers of our peer group companies, and the Human Capital and Compensation Committee makes adjustments to compensation levels where appropriate based on this information. The peer group is used as a reference point by the Human Capital and Compensation Committee in its compensation decisions with respect to NEOs, but the Human Capital and Compensation Committee does not generally benchmark NEO compensation to any specific level with respect to peer group data. The relevant information for members of the peer group is gathered from proxy statement data, which may only reflect the compensation paid by these companies in years prior to their disclosure, and other SEC filings. When reviewing the compensation of the executive officers of the peer group, the Human Capital and Compensation Committee compares the market overlap, results of operations, and market capitalization of the peer group with ours. In addition, the Human Capital and Compensation Committee also reviews the total compensation, as well as the amount and type of each element of such compensation, of the executive officers of the peer group with duties and responsibilities comparable to those of our NEOs. The current peer group was selected in February 2023 by the Human Capital and Compensation Committee (the “Peer Group”) and is comprised of gaming, hospitality, and restaurant companies that we consider competitors with us for
Assessing Compensation Competitiveness
business and/or executive management talent. The general selection criteria are to (1) include gaming industry peers with trailing four-quarter revenue greater than $4.0 billion and (2) include companies in the hotels, restaurants and leisure industries with trailing four-quarter revenues and enterprise value in a .33x to 3.0x range of the Company, subject to a potential modest exception for companies selected as peers in prior years. For 2023, the Human Capital and Compensation Committee determined not to make any changes to the prior year peer group. As set forth in the following table, we are near the 30th percentile as compared to the Peer Group with respect to 12-month average market cap, the 71st percentile with respect to revenue, the 48th percentile on number of employees and the 45th percentile with respect to 12-month average enterprise value as of December 31, 2023. This data is generally based on SEC filings reflecting results through December 31, 2023* (employee data is from the most recent annual report).
Assessing Compensation Competitiveness
| • | attract talented and experienced NEOs and retain their services on a long-term basis; |
Assessing Compensation Competitiveness
| • | motivate our NEOs to achieve our annual and long-term operating and strategic goals; |
Assessing Compensation Competitiveness
| • | encourage our NEOs to balance the management of long-term risks and long-term performance with yearly performance. |
Annual Base Salary and Employment Agreements
Annual Base Salary and Employment Agreements In 2022, we entered into employment agreements with each of our NEOs pursuant to which each of their new annual base salaries were established as described in the table below.
Annual Base Salary and Employment Agreements
| NEO | 2022 BASE SALARY(a) | 2023 BASE SALARY | CHANGE YE 2022 TO YE 2023 | EMPLOYMENT AGREEMENT TERM EXPIRATION | | Mr. Hornbuckle | $2,000,000 | $2,000,000 | No Change | August 31, 2026 | | Mr. Halkyard | 1,100,000 | 1,100,000 | No Change | February 1, 2026 | | Mr. Sanders | 1,250,000 | 1,250,000 | No Change | August 31, 2025 | | Mr. Fritz | 1,250,000(b) | 1,250,000 | No Change | September 30, 2026 | | Mr. McManus | 900,000 | 900,000 | No Change | August 31, 2026 |
Annual Base Salary and Employment Agreements
| (a) From January 1, 2022 through August 31, 2022, Mr. Hornbuckle’s base salary was $1.5 million, Mr. Halkyard’s base salary was $900,000, Mr. Sanders’ base salary was $1.0 million, and Mr. McManus’ base salary was $700,000. Each of their salaries was increased in connection with the entry into new employment agreements, effective September 1, 2022. |
Annual Base Salary and Employment Agreements
| (b) Prior to Mr. Fritz’s promotion to President, Interactive in October of 2022, Mr. Fritz provided non-exclusive services to the Company to assist the Company with its digital strategy while also providing consulting services to IAC. In connection with his promotion, Mr. Fritz terminated his consultancy relationship and entered into a full-time employment agreement with the Company on the terms described herein. |
Annual Base Salary and Employment Agreements
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Annual Incentive Bonus
Annual Incentive Bonus Fiscal Year 2023 Prior to 2020, the Company’s annual incentive bonus program was based on achieving a target level of EBITDAR. Typically, the bonus structure is decided in March of each year using the Board approved budget. In 2020 and 2021, the emergence of the COVID-19 pandemic made it impossible to meaningfully forecast EBITDAR and resulted in bonus programs based on the achievement of strategic goals. In 2022, when the Human Capital and Compensation Committee met in March to approve the 2022 bonus structure, it was apparent that the Omicron variant was having a material and unanticipated impact on the Company’s first quarter results but the Human Capital and Compensation Committee was committed to returning to a bonus structure that included a meaningful financial metric and determined to structure the bonus letter such that 60% of a participant’s bonus would be based on adjusted “Actual” EBITDAR (“Compensation Adjusted EBITDAR,” as further described below), with 20% attributable to performance in the second quarter and 40% attributable to performance in the second half of the year. In addition, to address concerns about the impact of future COVID-19 variants on the Company’s performance, the Human Capital and Compensation Committee determined to adjust the payout range to broaden the scale. For 2023, the Human Capital and Compensation Committee determined that it was time to return to a financial metric for the full year and determined that 70% of each NEO’s bonus (as further discussed below, a lower percentage was chosen for Mr. Fritz in order to incentivize Mr. Fritz to focus on the Company’s digital growth efforts), would be based on Compensation Adjusted EBITDAR (as adjusted to exclude the impact from MGM China, MGM Branding and Development, expense related to the Japan IR development, and income from unconsolidated affiliates (including BetMGM)). The Human Capital and Compensation Committee established the 2023 Compensation Adjusted EBITDAR Target at $3,668,240,801 for the year and at such time provided certain adjustments that were to be taken into account in revising the Compensation Adjusted EBITDAR Target should certain events designated by the Human Capital and Compensation Committee occur during the year. Pursuant to the terms of the bonus letter, the 2023 Compensation Adjusted EBITDAR Target was reduced by $3,163,874 as a result of the Gold Strike disposition which closed on February 15, 2023. The Human Capital and Compensation Committee considered the target to be rigorous, reflecting meaningful year-over-year growth. The Human Capital and Compensation Committee determined to exclude the results of MGM China again in 2023 due to continued uncertainties around the impact of COVID-19 related operating restrictions in Macau on the operations of MGM China. Under the 2023 annual incentive program, the Human Capital and Compensation Committee reserved the right to increase, reduce or eliminate any participant’s award if it determined, in its sole discretion, that such an increase, reduction or elimination was appropriate with respect to the participant’s performance or any other factors material to the goals, purposes, and administration of the program. In establishing the 2023 annual incentive program, the Human Capital and Compensation Committee determined that, if it were to exercise this authority, some of the factors that it intended to consider were any unforeseen, unusual, or extraordinary gains, losses, expenses, revenues, charges, or credits not contemplated at the time of the bonus letter. The Human Capital and Compensation Committee would also consider management’s efforts to (i) assist MGM China in its continued recovery from the COVID-19 pandemic and (ii) support BetMGM’s continued growth in North America. The Human Capital and Compensation Committee believes that its ability to take these factors into account gives it increased ability to structure annual incentives in a way that recognizes individual performance and other factors relevant to measuring the Company’s success during the fiscal year. Any amounts earned in excess of 150% of their target annual bonus are paid in Bonus dRSUs. In January of 2024, the Human Capital and Compensation Committee determined that it would not increase, reduce, or eliminate any of the participants’ annual incentive awards for fiscal year 2023. Compensation Adjusted EBITDAR as calculated for 2023 for purposes of the 2023 annual incentive program is $3,823,115,687 for the year, which resulted in each NEO receiving approximately 128.75% of their target award for this component of the bonus. Compensation Adjusted EBITDAR is a non-GAAP financial measure, meaning that it is not calculated and reported in accordance with generally accepted accounting principles in the U.S. For 2023, the following exclusions were approved to Compensation Adjusted EBITDAR to the extent not contemplated in the original calculation of Compensation Adjusted EBITDAR: (i) impairment of goodwill or other intangible assets, (ii) all third-party costs in connection with any significant unbudgeted acquisition, disposition, corporate reorganization (including spin-offs, split offs or similar transactions) or strategic initiatives regardless of whether the transaction was ultimately consummated (for purposes of this clause, an activity will be considered significant if the third-party costs incurred in connection with such activity exceed $2 million), (iii) gains or losses attributable to the consolidation of an entity previously not consolidated, (iv) EBITDAR attributable to any entity acquired by the Company during 2023 to the extent not included in the Compensation Adjusted EBITDAR Target, (v) gains or losses attributable to changes in tax laws, (vi) gains or losses attributable to changes in accounting principles, (vii) all license, permit or other fees or expenses related to mandated payments or programs incurred in connection with
Annual Incentive Bonus
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Annual Incentive Bonus
(a) obtaining the right to operate a full commercial casino in the State of New York or the State of Ohio or (b) obtaining licenses in any jurisdiction to engage in sports betting or mobile gaming to the extent reviewed and approved by the Human Capital and Compensation Committee prior to December 31, 2023, (viii) any gains or losses related to significant legal settlements in excess of insured amounts (for purposes of this clause a settlement will be significant if the associated gain or loss in excess of amounts insured exceeds $2 million), (ix) gains/losses associated with changes in ownership or fair value of investments in unconsolidated entities; (x) gains or losses resulting from the impact of the COVID-19 pandemic on the Company’s operations to the extent reviewed and approved by the Finance Committee; and (xi) any other unforeseen, unusual or extraordinary gains, losses, expenses, revenues, charges or credits not contemplated at the time of the determination of Compensation Adjusted EBITDAR Targets to the extent approved by the Human Capital and Compensation Committee. No adjustments were made pursuant to clauses (x) and (xi). The Human Capital and Compensation Committee determined that the remaining 30% of an NEO’s bonus, other than Mr. Fritz as further described below, would be based on the following strategic goals. Goal 1 – Execution of Strategic Plan in Consultation with the Board (weighted 20%): This goal encompassed (i) efforts undertaken to deliver on the four strategic pillars and foundation as set forth in the Strategic Framework developed in consultation with the Board and (ii) efforts undertaken to lead and drive a disciplined approach to achieve a baseline corporate expense of $850 million or less. Goal 2 – Execution of Social Impact & Sustainability Strategy (weighted 10%): This goal reflected the conclusion of the Human Capital and Compensation Committee that the Company’s social impact and sustainability initiatives continue to be important to shareholders, and in order to appropriately incentivize management to focus on social impact and sustainability issues, participants should be evaluated on the success of the efforts undertaken towards achievement of the Company’s publicly disclosed 2025 long-term Social Impact and Sustainability Goals with a focus in 2023 on the following three goals:
Annual Incentive Bonus
| • | Volunteerism (sub-weighted 3%). The Human Capital and Compensation Committee believes that it is important that the Company invest in its communities and contribute to the social and economic progress where it operates. The Human Capital and Compensation Committee believes that this may be particularly important in 2023 as macro-economic trends at the start of the year indicated the potential for a recession and continued inflationary pressures impacting the spending power of the most vulnerable populations. In evaluating this goal, the Human Capital and Compensation Committee will consider year over year incremental growth in volunteer hours, management’s efforts to encourage volunteerism, and any increases in the percentage of employees volunteering over prior years. The Human Capital and Compensation Committee will also take into consideration any extraordinary projects or programs aimed at improving the communities in which the Company operates in evaluating achievement of this goal. |
Annual Incentive Bonus
| • | Fostering Diversity & Inclusion (sub-weighted 4%). The Human Capital and Compensation Committee believes it is important for the Company to cultivate relationships with community partners and suppliers to support the development of local and diverse businesses. As part of this, the Company is committed to providing a certain percentage of domestic biddable procurement with diverse suppliers and also providing opportunities to suppliers via the Company’s Supplier Diversity Mentorship Program. In evaluating this goal, the Committee will consider the amount of biddable procurement spent with diverse suppliers in excess of the prior year, efforts undertaken to expand the Supplier Diversity Mentorship Program and other programs or policies aimed at growing diversity in our supply chain. |
Annual Incentive Bonus
| • | Water Reduction (sub-weighted 3%). The Human Capital and Compensation Committee understands the importance of water as an important resource that needs to be managed and believes that management should be focused on water efficiency and reducing consumptive water uses. In evaluating this goal, the Human Capital and Compensation Committee will evaluate year over year declines in water use per square foot and efforts undertaken to reduce consumptive water use, including the introduction of programs, such as guest and employee education efforts, aimed at encouraging reduced water consumption and investments in water efficient technological improvements. |
Annual Incentive Bonus
In January of 2024, the Human Capital and Compensation Committee determined that the NEOs, other than Mr. Fritz, achieved 90% on the goal related to Execution of Strategic Plan in consultation with the Board and 112.5% on the goal related to the Execution of Social Impact and Sustainability Strategy. With respect to Goal 1, the Human Capital and Compensation Committee based its determination on several factors, including:
Annual Incentive Bonus
| • | Customer Centric. In 2023, management successfully delivered on its commitment to provide exceptional guest experiences, which was reflected in achieving record high Gold tier member and above NPS scores from our MGM Rewards members. In addition, the Company executed a historic long-term agreement with Marriott |
Annual Incentive Bonus
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Annual Incentive Bonus
| International to create the “MGM Collection with Marriott Bonvoy,” which is expected to unlock significant benefits and experiences for members of MGM Rewards. Furthermore, the Company successfully hired Dan Yang as its new Chief Customer & Innovation Officer. |
Annual Incentive Bonus
| • | Gaming Entertainment. In 2023, Las Vegas hosted the Formula 1 Grand Prix and the Company was able to capitalize on its location and the breadth of our offerings to create a record-setting weekend for hotel revenue. In addition, management made significant progress in preparing to submit the Company’s RFA in New York and publicly unveiled its vision for MGM Empire City. The Company also received the official certification of the area development plan in Osaka and signed the implementation agreement for the proposed integrated resort in Osaka, Japan, which officially closed the certification process. |
Annual Incentive Bonus
| • | Global Leadership. In 2023, management achieved improvements to its Corporate Reputation score. Mr. Hornbuckle was also re-appointed as the Chair of the U.S. Travel and Tourism Advisory Board, where he is responsible for guiding the private sector recommendations to the Commerce Secretary, and other government agencies. |
Annual Incentive Bonus
| • | Financial Stewardship. In 2023, the Company experienced several all-time record results, including all-time full year net revenue and Adjusted Property EBITDAR records for our Las Vegas Strip Resorts and a full year Adjusted Property EBITDAR record for MGM China, despite facing certain headwinds. The Company also successfully closed on the sale of the operations of Gold Strike Tunica and the acquisition of Push Gaming. In addition, the Company continued to strategically deploy capital, repurchasing 14% of the Company’s outstanding shares during the year. While management worked towards reducing its corporate expense in 2023, corporate expense management was unable to meet or exceed this goal, in part due to certain one-time and other unforeseen expenses. |
Annual Incentive Bonus
With respect to Goal 2, the Human Capital & Compensation Committee based its determination on several factors, including:
Annual Incentive Bonus
| • | Volunteering. In 2023, the Company achieved its 2025 goal to surpass 1.12 million cumulative volunteer hours and saw a significant increase to the number of employee volunteers. |
Annual Incentive Bonus
| • | Supplier Diversity. In 2023, the Company achieved its 2025 goal to spend 15% of domestic biddable procurement with diverse suppliers. In addition, the Company remains on track to meet its goal of 150 graduates from its supplier diversity mentorship program, which had its largest class to date in 2023. |
Annual Incentive Bonus
| • | Water Reduction. In 2023, the Company engaged in several initiatives to reduce consumptive water use, including (i) central plant set point and controls optimizations that save both cooling energy and water, (ii) horticulture program improvements, including changing out plants and landscaping at corporate facilities for less water-intensive alternatives, and (iii) continued development and communication of our Water Stewardship Strategy and its five water principles: Measurement, Efficiency, Quality, Culture, and Citizenship. However, the Company did see slight increases to its global water use, driven in part by increased business volumes at MGM Macau and Cotai. |
Annual Incentive Bonus
The following tables set forth the percentages of achievement for the different bonus metrics and the bonus amounts payable to the NEOs (other than Mr. Fritz):
Annual Incentive Bonus
| | | Performance Goals | | | Actual | Funding | | Measure | Weighting | Threshold | Target | Maximum | Results | (% Target) | | EBITDAR ($ Mils) | 70% | $2,932 | $3,665 | $4,215 | $3,823 | 128.7% | | Strategic Plan | 20% | n/a | n/a | n/a | n/a | 90.0% | | Social Impact and Sustainability Goal | 10% | n/a | n/a | n/a | n/a | 112.5% | | Total | 100% | | | | | 119.4% |
Annual Incentive Bonus
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Annual Incentive Bonus
| | Current Employment Agreement | | 2023 TARGET BONUS | 2023 ACTUAL BONUS | ACTUAL BONUS AS % OF 2023 TARGET | | NEO | Salary | Target Bonus% | | | | | Mr. Hornbuckle | $2,000,000 | 200% | $4,000,000 | $4,774,912 | 119.4% | | Mr. Halkyard | 1,100,000 | 150% | 1,650,000 | 1,969,651 | 119.4% | | Mr. Sanders | 1,250,000 | 175% | 2,187,500 | 2,611,280 | 119.4% | | Mr. Fritz | 1,250,000 | 100% | 1,250,000 | 1,398,418 | 111.9% | | Mr. McManus | 900,000 | 125% | 1,125,000 | 1,342,944 | 119.4% |
Annual Incentive Bonus
With respect to Mr. Fritz, 50% of his bonus is based on achievement of the Compensation Adjusted EBITDAR Target as described above, with the remaining 50% based on the achievement of the following three strategic goals (which were unweighted): Goal 1 – Operational/Financial Improvements in the Company’s Digital Ventures. The Human Capital and Compensation Committee believes that the Company’s diversity and growth in the global online gaming industry and investment in BetMGM is important to the Company’s future. In evaluating this goal, the Human Capital and Compensation Committee considered Mr. Fritz’s (i) successful oversight of the LeoVegas operational plan while balancing near term operating results and LeoVegas’ long-term strategic growth plan and (ii) (a) efforts to help BetMGM identify and improve product offerings and (b) efforts to monitor BetMGM’s operational performance and assist BetMGM management on performance to plan. Goal 2 – Focus on Organic and Inorganic Growth in Digital Landscape. The Human Capital and Compensation Committee recognizes the importance of the Company’s strategy to be the global leader in premium gaming and entertainment. In evaluating Mr. Fritz’s performance on this goal, the Human Capital and Compensation Committee considered efforts undertaken in 2023 to (i) build a pipeline of operator and content capital deployment opportunities, and (ii) execute on strategic transactions to assist the Company in achieving its digital growth strategy in consultation with the Board. Goal 3 – Promote the Company’s Employees and Culture. The Human Capital and Compensation Committee believes in the importance of a positive work culture and that the Company’s employees are vital to the success of the organization. In evaluating Mr. Fritz on this goal, the Human Capital and Compensation Committee considered efforts undertaken to build an interactive leadership team, to identify and recruit candidates for key positions within this new organizational structure and to create a team culture that interfaces within the broader Company organization and BetMGM. In January of 2024, the Human Capital and Compensation Committee determined that Mr. Fritz achieved 95% on the enumerated strategic goals. With respect to Goal 1, the Human Capital and Compensation Committee based its determination on several factors, including:
Annual Incentive Bonus
| • | Achievement of LeoVegas’ revenue and EBITDA plans for 2023. Although 2023 revenue was lower than planned, LeoVegas achieved its forecasted EBITDA plan while making significant investments in both product and technology resources to support its long-term growth. |
Annual Incentive Bonus
| • | The successful launch of the BetMGM iGaming and online sports betting brand in the United Kingdom, which launched the Company’s strategy of expanding the BetMGM brand into international markets. |
Annual Incentive Bonus
| • | BetMGM achieved positive EBITDA in the second half of the year with 2023 net gaming revenue expected to be at the high end of BetMGM’s publicly announced guidance. |
Annual Incentive Bonus
| • | BetMGM launched the Single Account Single Wallet upgrade, which has already begun to deliver key benefits on customer acquisition, retention and engagement, and player value. |
Annual Incentive Bonus
| • | The Company continues to focus on improvements to BetMGM’s sports product offering in the United States, with the expectation that the Angstrom acquisition will provide beneficial pricing and technology solutions as well as differentiated capabilities beginning in 2024. |
Annual Incentive Bonus
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Annual Incentive Bonus
With respect to Goal 2, the Human Capital & Compensation Committee based its determination on several factors, including:
Annual Incentive Bonus
| • | Efforts undertaken to review numerous global expansion opportunities in the digital space. |
Annual Incentive Bonus
| • | The signing and closing of the Push Gaming acquisition. |
Annual Incentive Bonus
With respect to Goal 3, the Human Capital & Compensation Committee based its determination on several factors, including:
Annual Incentive Bonus
| • | The successful development of the digital organization via the hiring of several critical roles during the year. |
Annual Incentive Bonus
The following tables set forth the percentages of achievement for the different bonus metrics and the bonus amounts payable to Mr. Fritz:
Annual Incentive Bonus
| | | Performance Goals | | | Actual | Funding | | Measure | Weighting | Threshold | Target | Maximum | Results | (% Target) | | EBITDAR ($ Mils) | 50% | $2,932 | $3,665 | $4,215 | $3,823 | 128.7% | | Strategic Plan | 50% | n/a | n/a | n/a | n/a | 95.0% | | Total | 100% | | | | | 111.9% |
Fiscal Year 2024
Fiscal Year 2024 For fiscal year 2024, the Human Capital and Compensation Committee has determined to continue with a meaningful financial goal for the full fiscal year. The Human Capital and Compensation Committee continues to believe that EBITDAR is an important component of the Company’s annual incentive bonus and, as a result, has established a full year EBITDAR goal (the “2024 Compensation Adjusted EBITDAR Target”), weighted 70% for Messrs. Hornbuckle, Halkyard, Sanders and McManus and 50% for Mr. Fritz. The Human Capital and Compensation Committee no longer believes that COVID-19 will continue to create uncertainty in the MGM China operating results and, as a result, has determined to include EBITDAR related to MGM China operations in the financial goal this year. In addition, the Human Capital and Compensation Committee determined that the 2024 Compensation Adjusted EBITDAR Target should include BetMGM, LLC’s (“BetMGM”) target EBITDA in light of the increased strategic focus on the Company’s digital growth story. As a result, an amount equal to MGM China and BetMGM’s target Adjusted EBITDAR or EBITDA, as applicable (which, for BetMGM, will be calculated on a one-month lag basis), multiplied by the Company’s percentage ownership in each for the performance period will be included in the 2024 Compensation Adjusted EBITDAR Target. The 2024 Compensation Adjusted EBITDAR Target approved by the Human Capital and Compensation Committee was consistent with the EBITDAR as set by management and approved by the Board in the budgeting process for 2024. Participants will be able to achieve 200% of their target bonus for maximum achievement of this goal. With respect to Messrs. Hornbuckle, Halkyard, Sanders and McManus, the remaining 30% will be determined based on the following strategic and social impact and sustainability goals: (1) Execution of the Company’s Strategic Plan in Consultation with the Board (weighted 20%) and (2) Execution of the Company’s Social Impact and Sustainability Strategy (weighted 10%). Participants will be able to achieve 200% of their target bonus for maximum achievement of these goals. With respect to Mr. Fritz, the remaining 50% will be determined based on the achievement of the following goals (1) Execution of Digital Strategy (weighted 40%), (2) Promoting the Company’s Employees and Culture (weighted 10%). Mr. Fritz will be able to achieve 200% of his target bonus for maximum achievement of these goals.
Long-Term Equity Incentives
Long-Term Equity Incentives For 2023, our LTI compensation component consisted of grants of Absolute TSR PSUs, Relative TSR PSUs and RSUs. All forms of equity-based awards can receive dividend equivalent rights (that is, at the time dividends are paid to other stockholders of the Company, additional units are credited to the underlying equity award as if the dividend payments were immediately reinvested, which additional shares are subject to the same vesting and performance criteria as the underlying equity award).
Long-Term Equity Incentives
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Long-Term Equity Incentives
Absolute TSR PSUs The Absolute TSR PSU concept is that, while an executive is awarded a target number of shares to be paid at the end of a three-year cliff vesting period, (1) the actual number of shares earned depends on the Company’s TSR over the vesting period and (2) the target number of shares can only be earned if stock price appreciation measured over the three-year performance period, as adjusted for dividends, is at least 25%. The table below illustrates how payouts are calculated based on level of achievement. The beginning and ending prices are based on the average closing price of our common stock over the 60-calendar day period ending on the award date and the third anniversary of the award date, respectively. In the case of a change in control, the ending stock price is based on the stock price as of the date of the change in control, after giving effect to the payment of any dividends after the grant date and prior to the change in control.
Long-Term Equity Incentives
| | Performance(1) | | Payout | | | | Change vs. Target | Absolute TSR | Shares Earned(2) | Value Delivered(3) | | Maximum | +60% | +100% | 160% | 320% | | | +20% | +50% | 120% | 180% | | Target | +0% | +25% | 100% | 125% | | | -20% | +0% | 80% | 80% | | Threshold | -40% | -25% | 60% | 45% | | | <-40% | <-25% | 0% | 0% |
Long-Term Equity Incentives
| 1 | Measured using the 60-day average closing price on the date of grant. |
Long-Term Equity Incentives
| 2 | Linear interpolation between defined points. |
Long-Term Equity Incentives
| 3 | Assumes absolute TSR PSUs have an accounting value equal to the share price at grant. |
Long-Term Equity Incentives
While Absolute TSR PSUs provide some value even when the stock price declines (so long as the ending stock price is 75% or more of the beginning stock price), this design feature strongly magnifies the benefit of an increased stock price and the detriment of a decreased price. Relative TSR PSUs The Relative TSR PSU concept is that, while an executive is awarded a target number of shares to be paid at the end of a three-year cliff vesting period, the actual number of shares to be issued upon vesting is determined by ranking (1) the percentage increase/decrease in the Company’s value over the three-year measuring period against (2) the percentage increase/decrease in value of the other companies in the S&P 500. For this purpose, dividends are treated as reinvested in additional shares. The amount of shares ultimately received by the NEO at the end of the three-year period is based on the relative ranking of the Company’s TSR to the S&P 500 group. The table below illustrates how payouts are calculated based on level of achievement.
Long-Term Equity Incentives
| Performance | Relative TSR | Funding (% Target)(1)(2) | | Maximum | 75P | 150% | | | 70P | 140% | | | 65P | 130% | | | 60P | 120% | | | 55P | 110% | | Target | 50P | 100% | | | 45P | 90% | | | 40P | 80% | | | 35P | 70% | | | 30P | 60% | | Threshold | 25P | 50% | | | <25P | 0% |
Long-Term Equity Incentives
| 1. | Linear interpolation between defined points. |
Long-Term Equity Incentives
| 2. | Funding capped at 100% of target if absolute TSR is negative, unless relative TSR is above the 75th percentile. |
Long-Term Equity Incentives
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Long-Term Equity Incentives
RSUs The Human Capital and Compensation Committee continues to believe that RSUs should comprise a portion of the executive’s long-term incentives as they meaningfully support retention and tie executive compensation to our stock’s performance. Each RSU entitles the holder to receive one share of our stock at vesting, with vesting being subject to continued employment on the applicable vesting dates. While the value of the RSUs fluctuates with Company performance (as reflected in the price of the Company’s stock), the RSUs retain some value even in situations where no performance share units are payable due to insufficient price performance, which structure encourages recipients to balance our short-term performance with the management of our long-term risks and long-term stock performance. As in previous years, in making grants of Absolute TSR PSUs, Relative TSR PSUs, and RSUs to the NEOs in October 2023, the Human Capital and Compensation Committee continued to emphasize performance-based awards and allocated approximately 40% to RSUs, 30% to Absolute TSR PSUs and 30% to Relative TSR PSUs, based on fair value at the grant date. The Human Capital and Compensation Committee determined the size of each NEO’s award through a process that evaluated each NEO’s overall role in and contributions to the Company and other relevant factors, including competitive market data. In determining the size of the awards, the Human Capital and Compensation Committee does not take into account the value realized by a NEO during the applicable fiscal year as a result of the vesting or settlement of equity awards granted during a prior year; the Human Capital and Compensation Committee believes that value realized by a NEO from any such equity award relates to services provided during the year of the grant or period of vesting. The Human Capital and Compensation Committee does not time the issuance or grant of any equity-based awards with the release of material, non-public information, nor do we time the release of material non-public information for the purpose of affecting the value of equity awards. The Human Capital and Compensation Committee awarded equity-based compensation to our NEOs in 2023 as follows:
Long-Term Equity Incentives
| NEO | AWARD TYPE | GRANT DATE | UNITS | GRANT DATE FAIR VALUE OF AWARDS | | Mr. Hornbuckle | RSU | 10/02/2023 | 108,726 | $4,000,000 | | | Absolute TSR PSU | 10/02/2023 | 88,185 | 3,000,000 | | | Relative TSR PSU | 10/02/2023 | 82,493 | 3,000,000 | | Mr. Halkyard | RSU | 10/02/2023 | 29,900 | $1,100,000 | | | Absolute TSR PSU | 10/02/2023 | 24,251 | 825,000 | | | Relative TSR PSU | 10/02/2023 | 22,686 | 825,000 | | Mr. Sanders | RSU | 10/02/2023 | 40,772 | $1,500,000 | | | Absolute TSR PSU | 10/02/2023 | 33,070 | 1,125,000 | | | Relative TSR PSU | 10/02/2023 | 30,935 | 1,125,000 | | Mr. Fritz | RSU | 10/02/2023 | 40,772 | $1,500,000 | | | Absolute TSR PSU | 10/02/2023 | 33,070 | 1,125,000 | | | Relative TSR PSU | 10/02/2023 | 30,935 | 1,125,000 | | Mr. McManus | RSU | 10/02/2023 | 24,464 | $900,000 | | | Absolute TSR PSU | 10/02/2023 | 19,842 | 675,000 | | | Relative TSR PSU | 10/02/2023 | 18,561 | 675,000 |
Results of Performance Achieved during 2020-2023 Performance Period for PSUs granted in August 2020
Results of Performance Achieved during 2020-2023 Performance Period for PSUs granted in August 2020 In August 2020, the Company granted Absolute TSR PSU awards that were scheduled to cliff-vest based on the level of the Company’s share price appreciation measured over the applicable three-year performance period. In addition, in August 2020, the Company granted Relative TSR PSU awards that were scheduled to cliff-vest based on the Company’s relative TSR performance versus the S&P 500. Following the completion of the applicable performance period, it was determined that (i) for Absolute TSR PSUs, the ending average stock price (including the value of reinvested dividends) of $46.03 was equal to 211% of the “target price” of $21.85, and (ii) for Relative TSR PSUs, the Company’s TSR of 163.29%
Results of Performance Achieved during 2020-2023 Performance Period for PSUs granted in August 2020
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Results of Performance Achieved during 2020-2023 Performance Period for PSUs granted in August 2020
placed the Company’s absolute percentile ranking at the 92.96th percentile of the peer group. As a result, the executive officers became eligible to receive a number of shares equal to approximately 160% and 150% of their target number of Absolute TSR PSUs and Relative TSR PSUs, respectively.
Severance and Change of Control Benefits
Severance and Change of Control Benefits We believe that severance protections, including in the context of a change of control transaction, are important in attracting and retaining key executive officers. In addition, we believe they help ensure leadership continuity and sound decisions in the interest of our long-term success, particularly at times of major business transactions. We have agreed to provide our NEOs with severance benefits in the event that their employment is terminated (1) by us other than for good cause, (2) by them for good cause, or (3) as a result of their death or disability. Other than for equity awards that are not assumed by a purchaser as part of a change of control, no benefits are payable solely as a result of a change of control (i.e., there are no single trigger benefits), and the Human Capital and Compensation Committee has determined not to enter into any future agreements with executive officers that contain single trigger change of control benefits. The Human Capital and Compensation Committee believes the services of our NEOs are extremely marketable, and that in retaining their services it is therefore necessary to provide a certain level of severance benefits. When determining the level of the severance benefits to be offered, the Human Capital and Compensation Committee also considers competitive market practices and the period of time it would normally take for an executive officer to find comparable employment. Details of the specific severance benefits available under various termination scenarios for our NEOs as of December 31, 2023 are discussed below in “Executive Compensation—Estimated Benefits upon Termination.”
Retirement, Death & Disability—Treatment of Equity Awards
Retirement, Death & Disability—Treatment of Equity Awards Retirement is defined as a voluntary resignation by the participant with 90 days advance written notice where age plus service equals 65, with a minimum age of 55 and 5 years of service. It applies to awards outstanding six months prior to the date of retirement. Participants are entitled to (i) continued vesting in full of all RSUs, (ii), with respect to participants other than Messrs. Hornbuckle, McManus, and Sanders, continued vesting of a pro-rated portion of their PSU awards based upon the number of months employed during the applicable performance or vesting period and, (iii), with respect to Messrs. Hornbuckle, McManus, and Sanders, continued vesting in full of their outstanding and unvested PSU awards. Vesting of PSUs remains subject to achievement of underlying performance objectives. The retirement benefits are contingent upon compliance with certain confidentiality, non-solicitation and non-competition obligations set forth in the applicable award forms. In the case of death or disability, the participant is entitled to full acceleration and payment of all such time-based awards as of the date of termination. Relative TSR PSUs will accelerate and vest in full based on relative performance to the date of termination. Absolute TSR PSUs will accelerate and vest in full based on target, if such termination is within the first twelve months of the performance period, or after such twelve-month period, based on actual performance projected through the end of the performance period.
Compensation Risk Assessment
Compensation Risk Assessment As part of its oversight, the Human Capital and Compensation Committee considers the impact of our executive compensation program, and the incentives created by the compensation awards that it administers, on our risk profile. We believe that our pay philosophy provides an effective balance in cash and equity mix, short- and longer-term performance periods, financial and non-financial performance, and allows for the Human Capital and Compensation Committee’s exercise of discretion. Further, policies to mitigate compensation-related risk include vesting periods on long-term incentives, stock ownership guidelines, insider-trading prohibitions, and independent Human Capital and Compensation Committee oversight. Based upon this review, both for our executive officers and all other employees, the Human Capital and Compensation Committee has concluded that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on us.
HUMAN CAPITAL AND COMPENSATION COMMITTEE REPORT
| NAME AND TITLE | YEAR | SALARY(A) | BONUS | STOCK AWARDS(B) | NON-EQUITY INCENTIVE PLAN COMPENSATION(C) | ALL OTHER COMPENSATION(D) | TOTAL | | William J. Hornbuckle Chief Executive Officer and President | 2023 | $2,000,000 | $— | $10,000,000 | $4,774,912 | $228,882 | $17,003,794 | | | 2022 | 1,667,123 | — | 10,000,000 | 4,328,524 | 242,428 | 16,238,075 | | | 2021 | 1,500,000 | — | 8,000,000 | 3,609,375 | 165,149 | 13,274,524 | | Jonathan S. Halkyard Chief Financial Officer and Treasurer | 2023 | $1,100,000 | $— | $2,750,000 | $1,969,651 | $20,895 | $5,840,546 | | | 2022 | 966,849 | — | 2,750,000 | 2,017,774 | 41,017 | 5,775,640 | | | 2021 | 875,342 | — | 1,800,000 | 1,856,250 | 127,012 | 4,658,604 | | Corey Sanders Chief Operating Officer | 2023 | $1,250,000 | $— | $3,750,000 | $2,611,280 | $18,475 | $7,629,755 | | | 2022 | 1,083,562 | — | 3,750,000 | 2,423,189 | 19,163 | 7,275,914 | | | 2021 | 1,000,000 | — | 3,935,000 | 2,062,500 | 24,423 | 7,021,923 | | Gary Fritz President, Interactive | 2023 | $1,250,000 | $— | $3,750,000 | $1,398,418 | $— | $6,398,418 | | | 2022 | 382,830 | — | 3,750,000 | 312,500 | 9,361 | 4,454,691 | | John McManus Chief Legal and Administrative Officer and Secretary | 2023 | $900,000 | $— | $2,250,000 | $1,342,944 | $25,078 | $4,518,022 | | | 2022 | 766,849 | — | 2,250,000 | 1,305,818 | 42,556 | 4,365,223 | | | 2021 | 700,000 | — | 1,750,000 | 1,155,000 | 8,533 | 3,613,533 |
HUMAN CAPITAL AND COMPENSATION COMMITTEE REPORT
| (A) None of these amounts were included as “Change in Pension Value and Nonqualified Deferred Compensation Earnings” in the Summary Compensation Table. |
HUMAN CAPITAL AND COMPENSATION COMMITTEE REPORT
| (C) For purposes of the calculation of any continued or accelerated vesting in respect of outstanding equity awards, we have assumed that, in connection with each NEO’s termination, such NEO was eligible for the maximum post-termination continued and accelerated vesting period applicable to each award. |
CEO Pay Ratio Disclosure
CEO Pay Ratio Disclosure
CEO PAY RATIO DISCLOSURE
CEO PAY RATIO DISCLOSURE As required by Section 953(b) of the Dodd-Frank Wall Street 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 Mr. Hornbuckle, our Chief Executive Officer as of the Determination Date (as defined below), and the annual total compensation of our employees. Pursuant to the applicable SEC rules, in order to calculate the pay ratio for 2023, we used a median employee identified in 2021. Last year, to identify the median of the annual total compensation of all our employees (other than the CEO) for 2021, we took the following steps: We determined that, as of October 1, 2021 (the “Determination Date”), our employee population consisted of approximately 61,004 employees. This population consisted of our full-time, part-time, seasonal and temporary employees employed by us on that date and included our employees as well as the employees of our consolidated subsidiaries, including 10,178 employees employed by MGM China. To identify the “median employee” from our employee population, we compared cash compensation (which included salary, bonus, tips and other cash-based wages) of these employees through October 1, 2021, as reflected in our internal payroll records. This compensation measure was consistently applied to all employees included in our calculations. We converted the compensation paid to non-U.S. employees in local currency to U.S. dollars using the average exchange rate for the 12 months ended December 31, 2021. We did not make any cost-of-living adjustments in identifying the “median employee” and we did not annualize the compensation of any employee group. In 2023, the originally identified median employee assumed a new role at the Company, which included a significant change in compensation. As a result, the Company determined to use another employee whose compensation was substantially similar to the original median employee based on the compensation measure used to select the original median employee. Based on this, we determined that the median of the annual total compensation of all our employees, excluding the Chief Executive Officer, was $45,502 and the annual total compensation of Mr. Hornbuckle was $17,003,794, resulting in a ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all other employees included in our calculations of 374:1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Because the SEC rules for identifying the median of the annual total compensation of our employees and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have headquarters in different countries, have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.
CEO PAY RATIO DISCLOSURE
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CEO PAY RATIO DISCLOSURE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” (“CAP”), and certain financial performance measurements with respect to the Company. The Human Capital and Compensation Committee does not utilize CAP as a basis for making compensation decisions. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis” on page 47. PAY VS. PERFORMANCE TABLE
CEO PAY RATIO DISCLOSURE
| YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO (MR. HORNBUCKLE) (A) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO (MR. MURREN) (A) | COMPENSATION ACTUALLY PAID TO PEO (MR. HORNBUCKLE) (B) | COMPENSATION ACTUALLY PAID TO PEO (MR. MURREN) (B) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs (C) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOs (B)(C) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | NET INCOME (LOSS) ($ THOUSANDS) (F) | RELATIVE TSR (G) | | | | | | | | | TOTAL SHAREHOLDER RETURN (D) | PEER GROUP TOTAL SHAREHOLDER RETURN (E) | | | | 2023 | $17,003,794 | $— | $37,969,761 | $— | $6,096,685 | $11,440,495 | $135.40 | $74.67 | $1,314,924 | 78 th percentile | | 2022 | 16,238,075 | — | 6,386,343 | — | 5,467,867 | 2,842,563 | 101.61 | 57.48 | 206,731 | 36 TH percentile | | 2021 | 13,274,524 | — | 29,119,443 | — | 5,668,010 | 9,147,716 | 135.97 | 77.17 | 1,208,389 | 84 th percentile | | 2020 | 13,988,135 | 36,180,335 | 22,190,584 | 24,162,737 | 5,440,857 | 5,270,119 | 95.44 | 88.55 | (1,319,907) | 23 rd percentile |
CEO PAY RATIO DISCLOSURE
| (A) Amounts represent total compensation as reported for Messrs. Hornbuckle and Murren for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Compensation Tables—Summary Compensation Table.” |
CEO PAY RATIO DISCLOSURE
| (B) Amounts represent CAP, as computed in accordance with Item 402(v) of Regulation S-K. Amounts do not reflect the actual amount of compensation earned by or paid to the PEOs or the NEOs during the applicable year. |
CEO PAY RATIO DISCLOSURE
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Reconciliation of compensation actually paid to Mr. Hornbuckle, Mr. Murren and the other NEOs to amounts shown in the Summary Compensation Table
Reconciliation of compensation actually paid to Mr. Hornbuckle, Mr. Murren and the other NEOs to amounts shown in the Summary Compensation Table
Reconciliation of compensation actually paid to Mr. Hornbuckle, Mr. Murren and the other NEOs to amounts shown in the Summary Compensation Table
| | | | MINUS | PLUS | PLUS/ (MINUS) | PLUS | PLUS/ (MINUS) | MINUS | EQUALS | | | YEAR | SUMMARY COMPENSATION TABLE TOTAL ($) | REPORTED VALUE OF EQUITY AWARDS (1) ($) | YEAR END FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS GRANTED DURING FISCAL YEAR ($) | YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING UNVESTED EQUITY AWARDS GRANTED IN PRIOR FISCAL YEARS ($) | FAIR VALUE AT VESTING DATE OF EQUITY AWARDS GRANTED AND VESTED DURING THE FISCAL YEAR ($) | YEAR OVER YEAR CHANGE IN FAIR VALUE AS OF THE VESTING DATE (FROM THE END OF THE PRIOR FISCAL YEAR) OF EQUITY AWARDS GRANTED IN PRIOR YEARS VESTING DURING THE FISCAL YEAR ($) | FAIR VALUE AS OF END OF PRIOR FISCAL YEAR OF EQUITY AWARDS GRANTED IN PRIOR FISCAL YEAR THAT FAIL TO MEET THE APPLICABLE VESTING CONDITIONS DURING THE FISCAL YEAR ($) | COMPENSATION ACTUALLY PAID ($) | | PEO (Hornbuckle) | | | | | | | | | | | | 2023 | $17,003,794 | $(10,000,000) | $12,922,612 | $6,984,340 | $— | $11,059,015 | $— | $37,969,761 | | | 2022 | 16,238,075 | (10,000,000) | 10,933,421 | (7,210,431) | — | (3,574,722) | — | 6,386,343 | | | 2021 | 13,274,524 | (8,000,000) | 8,065,872 | 12,016,295 | — | 3,762,752 | — | 29,119,443 | | | 2020 | 13,988,135 | (11,942,950) | 23,378,267 | (367,494) | — | (240,016) | (2,625,358) | 22,190,584 | | PEO (Murren) | | | | | | | | | | | | 2020 | $36,180,335 | $(10,870,634) | $— | $(1,037,152) | $7,000,000 | $(612,836) | $(6,496,976) | $24,162,737 | | Other Named Executive Officers (Average) | | | | | | | | | | | | 2023 | $6,096,685 | $(3,125,000) | $4,038,351 | $2,285,821 | $— | $2,144,638 | $— | $11,440,495 | | | 2022 | 5,467,867 | (3,125,000) | 3,416,725 | (2,007,681) | — | (909,348) | — | 2,842,563 | | | 2021 | 5,668,010 | (3,209,438) | 3,489,191 | 1,883,198 | — | 1,316,755 | — | 9,147,716 | | | 2020 | 5,440,857 | (2,866,283) | 4,570,363 | (202,976) | — | (115,718) | (1,556,124) | 5,270,119 |
Reconciliation of compensation actually paid to Mr. Hornbuckle, Mr. Murren and the other NEOs to amounts shown in the Summary Compensation Table
The following information is relevant to the above table. The Reported Value of Equity Awards column includes the values originally reported in the Stock Awards column in the Summary Compensation Table (SCT). Fair value computations with respect to Absolute TSR PSUs and Relative TSR PSUs were computed in accordance with FASB ASC 718 using a Monte Carlo simulation. Fair value computations with respect to RSUs were computed based on the value of MGM stock on the date of computation, i.e., the end of the calendar year, the date of vesting, or the date of forfeiture, as the case may be. Footnote (c) below contains the names of the Named Executive Officers included in the averages. No information is presented in this table with regard to equity awards issued with respect to the annual incentive plan that were reported in the Non-Equity Incentive Plan Compensation column of the SCT, or with respect to RSUs issued in lieu of salary during 2020 that were reported in the Salary column of the SCT. With respect to Messrs. Murren and Rafiq, both of whom terminated in 2020, a portion of their PSUs became time-vested at termination, but the ultimate payout depended on satisfaction of the performance conditions of such awards; accordingly, their vesting date was treated as the end of the applicable performance period. With respect to Messrs. Murren and Rafiq, both of whom terminated in 2020, a portion of their RSUs became time-vested at termination but were subject to payout on the original vesting dates; since payout on such dates was subject to satisfaction of restrictive covenants that were part of the original terms of the award, the vesting date was treated as the original payment date. A portion of Mr. Murren’s $7 million RSU grant in 2020 was cash settled in 2020; since the original grant was reported in the Stock Award column, the cash settlement was not treated separately from the portion settled in stock.
Reconciliation of compensation actually paid to Mr. Hornbuckle, Mr. Murren and the other NEOs to amounts shown in the Summary Compensation Table
| (C) Amounts represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Hornbuckle and Mr. Murren) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: for 2023 and 2022, Messrs. Halkyard, Sanders, Fritz, and McManus; for 2021, Messrs. Halkyard, Sanders, Mandadi, and McManus; and for 2020, Messrs. Sanders, McManus, and Rafiq. |
Reconciliation of compensation actually paid to Mr. Hornbuckle, Mr. Murren and the other NEOs to amounts shown in the Summary Compensation Table
| (D) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period beginning December 31, 2019, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
Reconciliation of compensation actually paid to Mr. Hornbuckle, Mr. Murren and the other NEOs to amounts shown in the Summary Compensation Table
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Reconciliation of compensation actually paid to Mr. Hornbuckle, Mr. Murren and the other NEOs to amounts shown in the Summary Compensation Table
| (E) Represents the weighted peer group TSR of the companies included in the Dow Jones U.S. Gambling Index. |
Reconciliation of compensation actually paid to Mr. Hornbuckle, Mr. Murren and the other NEOs to amounts shown in the Summary Compensation Table
| (F) Represents the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
Reconciliation of compensation actually paid to Mr. Hornbuckle, Mr. Murren and the other NEOs to amounts shown in the Summary Compensation Table
| (G) Based on the S&P500 Constituents as of January 1 of relevant year. |
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy. The Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following graphs to illustrate the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid Versus TSR 2020-2023
Analysis of the Information Presented in the Pay versus Performance Table
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Analysis of the Information Presented in the Pay versus Performance Table
Compensation Actually Paid Versus Net Income 2020-2023 Compensation Actually Paid Versus One-Year Relative TSR vs. S&P 500 Constituents
Analysis of the Information Presented in the Pay versus Performance Table
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