DEF 14A of MGM Resorts International
Filed Mar 27, 2026 · FY20250001193125-26-129074
Paul Salem
| DIRECTOR COMPENSATION | 17 | | 2025 Director Compensation | 17 | | Independent Director Compensation Structure | 18 | | Independent Director Use of Company Facilities | 18 | | PRINCIPAL STOCKHOLDERS | 19 | | Security Ownership in our Subsidiaries | 20 | | TRANSACTIONS WITH RELATED PERSONS | 21 | | PROPOSALS REQUIRING YOUR VOTE | 22 | | Proposal No. 1 Election of Directors | 22 | | Proposal No. 2 Ratification of Selection of Independent Registered Public Accounting Firm | 34 | | Audit and Non-Audit Fees | 34 | | Pre-Approval Policies and Procedures | 34 | | Audit Committee Report | 34 | | Proposal No. 3 Advisory Vote to Approve Executive Compensation | 36 | | EXECUTIVE COMPENSATION | 37 | | Compensation Discussion and Analysis | 37 | | Executive Summary | 38 | | Compensation Practices at a Glance | 41 | | Executive Compensation Process | 41 | | Objectives of Our Compensation Program | 43 | | Elements of Compensation | 43 | | Other Compensation Matters | 52 | | COMPENSATION TABLES | 53 | | Summary Compensation Table | 53 | | Grants of Plan-Based Awards | 54 | | Outstanding Equity Awards at Fiscal Year-End | 55 | | Stock Vested | 57 | | Nonqualified Deferred Compensation | 57 | | Estimated Benefits Upon Termination | 57 | | CEO PAY RATIO DISCLOSURE | 63 | | PAY VERSUS PERFORMANCE | 64 | | Pay vs. Performance Table | 64 | | NOTICE CONCERNING STOCKHOLDER PROPOSALS AND NOMINATIONS | 68 |
Demonstrating Responsible Business Practices
| NAME | FEES EARNED OR PAID IN CASH | STOCK AWARDS(A)(B) | ALL OTHER COMPENSATION(C) | TOTAL | | Keith Barr | $135,000(F) | $215,000(F) | $35,000 | $385,000 | | Barry Diller | — | — | — | — | | Alexis M. Herman(K) | 90,000 | — | — | 90,000 | | Mary Chris Jammet(G) | 80,000 | — | 35,000 | 115,000 | | Donna Langley | 115,000(F) | 268,737(D)(F) | — | 383,737 | | Joey Levin | 105,000 | 215,000 | 35,000 | 355,000 | | Rose McKinney-James | 165,000(E)(F) | 215,000(F) | 35,000 | 415,000 | | Keith Meister | 160,000(F) | 215,000(F) | 35,000 | 410,000 | | Paul Salem | 390,000(F)(H) | 215,000(F) | 35,000 | 640,000 | | Jan G. Swartz | 170,000 | 215,000 | — | 385,000 | | Daniel J. Taylor | 315,000(I)(J) | 215,000 | 35,000 | 565,000 | | Ben Winston | 140,000(F) | 215,000(F) | 35,000 | 390,000 |
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 Governance and Corporate Responsibility 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 Governance and Corporate Responsibility 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, 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
| 22 | MGM Resorts International 2026 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
| KEITH BARR | Principal Occupation/Other Directorships • President and Chief Executive Officer and Director of CarMax, Inc. since March 2026. • Former Chief Executive Officer of IHG Hotels & Resorts, a global organization that predominantly franchises and manages thousands of hotels in more than 100 countries, from July 2017 through June 2023. • Served in various roles at IHG since initially joining the company in 2000, including as Chief Commercial Officer for four years and as Chief Executive Officer of IHG’s Greater China business for four years. • Member of multiple advisory boards at Cornell University SC Johnson College of Business. | | AGE: (55) DIRECTOR SINCE 2024 PRESIDENT AND CHIEF EXECUTIVE OFFICER OF CARMAX, INC. | |
Director Qualifications
Director Qualifications Leadership experience—President and Chief Executive Officer and Director of CarMax, Inc. since March 2026 and former Chief Executive Officer of IHG Hotels & Resorts, a global organization that predominantly franchises and manages thousands of hotels in more than 100 countries. Finance experience—Significant experience in financings, mergers, acquisitions, investments and strategic transactions through his various roles at IHG. Industry Experience—Served in various roles at IHG since initially joining the company in 2000, including as Chief Commercial Officer and Chief Executive Officer of IHG’s Greater China business. Public company directorship experience—Director of CarMax, Inc. since March 2026 and former non-executive director at Yum! Brands.
Director Qualifications
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Director Qualifications
| 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 from April 2002 to August 2024. • Member of The Business Council. | | AGE: (84) 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
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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 President and Executive Vice President of Operations of MGM Grand, from 1998 to 2001. • Bachelor’s degree in hotel administration from the University of Nevada, Las Vegas. • Chair of the US Travel and Tourism Advisory Board from 2022 to 2024. • Appointed National Chair of the U.S. Travel Association in 2025. | | AGE: (68) DIRECTOR SINCE 2020 CHIEF EXECUTIVE OFFICER AND PRESIDENT OF THE COMPANY | |
Director Qualifications
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, Board member of GBank Financial Holdings and a former director of MGM Growth Properties LLC and PLAYSTUDIOS, Inc.
Director Qualifications
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Director Qualifications
| DONNA LANGLEY | Principal Occupation/Other Directorships • Chairman of NBCUniversal Entertainment since 2024. • Former Chief Content Officer of NBCU Studio Group from 2023 to 2024, and Chairman of Universal Filmed Entertainment Group from 2019 to 2023. • Helped distinguish NBCU as the home to acclaimed and emerging creators since 2001, resulting in years of record profitability. • Led negotiations with the WGA and SAG-AFTRA, helping end the dual strikes in 2023. • Oversees a suite of creative teams including the Film and Television Studios, Peacock, NBC, and Bravo, among others. • Serves on the Board of Trustees for the American Film Institute, Motion Picture Association, SAG-AFTRA Foundation’s Entertainment Industry Council. • Ambassador for the Vital Voices Global Ambassadors Program and has served on the organization’s Board of Directors since 2013. • Chair of the University of Southern California’s School of Cinematic Arts Board of Councilors. • Recognized by TIME’s “100 Most Influential People” and Fortune’s “100 Most Powerful Women in Business.” • Awarded a Dame Commander of the Most Excellent Order of the British Empire in 2020. | | AGE: (58) DIRECTOR SINCE 2025 CHAIRMAN OF NBCUNIVERSAL ENTERTAINMENT | |
Director Qualifications
Director Qualifications Leadership experience—Chairman of NBCUniversal Entertainment and former Chief Content Officer of NBCUniversal Studio Group, and Chairman of Universal Filmed Entertainment Group. Industry experience—Leads greenlight decisions across the enterprise with full oversight of all entertainment programming and marketing. Spearheads global creative strategy, business operations, production, acquisitions, and distribution for NBCUniversal’s award-winning film, streaming and television slates.
Director Qualifications
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Director Qualifications
| JOEY LEVIN | Principal Occupation/Other Directorships • Executive Chairman of the Board of Directors of Angi Inc. (formerly ANGI Homeservices Inc.). Chief Executive Officer of Angi from October 2022 to April 2024. • Former Chief Executive Officer and Director of IAC from 2015 to 2025. • Director of Warner Bros. Discovery since January 2025. • 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 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: (46) DIRECTOR SINCE 2020 EXECUTIVE CHAIRMAN OF ANGI INC. | |
Director Qualifications
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., ANGI Homeservices Inc., and Warner Bros Discovery.
Director Qualifications
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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. • Serves on the Board of Directors of MGM Grand Detroit, LLC. • Member of the Audit Committee, Risk Committee and Chair of the CRA Committee of Toyota Financial Savings Bank. • Fellow of the National Association of Corporate Directors. • Director of the Las Vegas Stadium Authority since 2024. • 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 Nominating and Governance Committee and Enterprise Risk Committee Member of Pacific Premier Bancorp from 2022 to 2025. • 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: (74) DIRECTOR SINCE 2005 MANAGING PRINCIPAL OF ENERGY WORKS CONSULTING LLC AND MCKINNEY JAMES & ASSOCIATES | |
Director Qualifications
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—Serves as a director and committee member of Ioneer Ltd. and former director and committee member of Pacific Premier Bancorp.
Director Qualifications
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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 GeneDX Holdings Corp. since January 2022 and Chair of its Audit Committee. • Director of Vestis since June 2024 and member of its Audit Committee. • Director of BetMGM since May 2020. • Director of Illumina since March 2025 and member of its Nominating/Corporate Governance Committee. • 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: (53) DIRECTOR SINCE 2019 FOUNDER, MANAGING PARTNER & CHIEF INVESTMENT OFFICER OF CORVEX MANAGEMENT LP | |
Director Qualifications
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. Industry Experience—Served as board member of a company with assets and operations in the casino and gaming industry. Public company directorship experience—Director and board committee member of public companies in a variety of industries.
Director Qualifications
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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: (62) CHAIRMAN OF THE BOARD SINCE 2020 AND DIRECTOR SINCE 2018 SENIOR MANAGING DIRECTOR EMERITUS AT PROVIDENCE EQUITY PARTNERS | |
Director Qualifications
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
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Director Qualifications
| JAN G. SWARTZ | Principal Occupation/Other Directorships • Former Executive Vice President of Strategic Operations, Carnival Corporation from 2023-2025. 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. • From 1992-1999, served as an associate consultant, consultant and manager at Bain & Company, Inc. | | AGE: (56) DIRECTOR SINCE 2018 | |
Director Qualifications
Director Qualifications Leadership experience—Former EVP Strategic Operations and leader of the strategy and sustainability function 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 operating companies’ financial performance. Industry experience— Led Strategy and Land operations including 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
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Director Qualifications
| DANIEL J. TAYLOR | Principal Occupation/Other Directorships • Employed as an executive of Tracinda Corporation from 2007 through 2019. • Director of MGM China since 2020. 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: (69) DIRECTOR SINCE 2007 | |
Director Qualifications
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
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Director Qualifications
| BEN WINSTON | Principal Occupation/Other Directorships • Award-winning Producer, Director and Founding Partner of Fulwell Entertainment, 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. • 14 time Emmy winner, 36 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. • Named Executive Producer and Creative Director for the 2028 Los Angeles Summer Olympics and Paralympics Opening and Closing Ceremonies | | AGE: (44) DIRECTOR SINCE 2023 PRODUCER, DIRECTOR AND FOUNDING PARTNER OF FULWELL ENTERTAINMENT | |
Director Qualifications
Director Qualifications Leadership experience—Founding Partner of Fulwell Entertainment, 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. Member of the Board of Directors of Arsenal Football Club. 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
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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 2026. For 2025, 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. |
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 guideline is satisfied. The Board also adopted stock ownership guidelines for directors, which are described in “Corporate Governance—Director Stock Ownership Guidelines.” As of December 31, 2025, 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 vesting) 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 of company securities 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 of 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 | | | | û | NO minimum payout of LTI compensation |
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. For 2025, the Human Capital and Compensation Committee determined to update the peer group selection criteria in light of the Company’s increased focus on live entertainment. As a result of this change, the Human Capital and Compensation Committee determined to add two entertainment companies, DraftKings and Live Nation Entertainment. The current peer group was selected in March 2025 by the Human Capital and Compensation Committee (the “Peer Group”) and is comprised of gaming, hospitality, restaurant and entertainment companies that we consider competitors with us for business and/or executive management talent. The general selection criteria are to include (1) gaming industry peers with trailing four-quarter revenue greater than $4.0 billion, and (2) companies in the hotels, restaurants, leisure and entertainment
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 performance with yearly performance. |
Annual Base Salary and Employment Agreements
Annual Base Salary and Employment Agreements We have employment agreements with each of our NEOs pursuant to which their annual base salaries are established, as described in the table below. For more detailed summaries of the employment agreements, see “Compensation Tables—Employment Agreements” below.
Annual Base Salary and Employment Agreements
| NEO | 2024 Base Salary | 2025 Base Salary | Change | EMPLOYMENT AGREEMENT TERM EXPIRATION | | Mr. Hornbuckle | $2,000,000 | $2,000,000(A) | $— | December 31, 2028 | | Mr. Halkyard | 1,100,000 | 1,250,000(B) | 150,000 | September 30, 2029 | | Mr. Sanders | 1,250,000 | 1,250,000(C) | — | December 31, 2025 | | Mr. Fritz | 1,250,000 | 1,500,000(D) | 250,000 | September 30, 2028 | | Mr. McManus | 900,000 | 900,000 | — | August 31, 2026 |
Annual Base Salary and Employment Agreements
| (A) On May 8, 2025, Mr. Hornbuckle entered into a new employment agreement with the Company. No change was made to Mr. Hornbuckle’s minimum base salary. |
Annual Base Salary and Employment Agreements
| (B) From January 1, 2025 through September 30, 2025, Mr. Halkyard’s base salary was $1.1 million. In connection with the entry into a new employment agreement on September 16, 2025, Mr. Halkyard’s base salary was increased to $1.25 million effective October 1, 2025. |
Annual Base Salary and Employment Agreements
| (C) On August 29, 2025, Mr. Sanders entered into an extension to his employment agreement with the Company through December 31, 2025. No change was made to Mr. Sanders’ base salary. |
Annual Base Salary and Employment Agreements
| (D) From January 1, 2025 through September 30, 2025, Mr. Fritz’s base salary was $1.25 million. In connection with the entry into a new employment agreement on September 16, 2025, Mr. Fritz’s base salary was increased to $1.5 million effective October 1, 2025. |
Annual Incentive Bonus
Annual Incentive Bonus Fiscal Year 2025 Compensation Adjusted EBITDAR Component of Annual Incentive Bonus: 75% (NEOs other than Mr. Fritz); 50% (Mr. Fritz) For 2025, the Human Capital and Compensation Committee determined to maintain the general design of the annual cash incentive bonus program for NEOs from the 2024 program, which provided for cash payouts (subject to certain limitations) based on the performance against a financial goal and performance against certain strategic and operational goals, as further described below. The primary component of the Company’s annual cash incentive bonus program for NEOs is
Annual Incentive Bonus
| 44 | MGM Resorts International 2026 Proxy Statement |
Annual Incentive Bonus
adjusted “Actual” EBITDAR (“Compensation Adjusted EBITDAR,” as further described below). Specifically, for 2025, the Human Capital and Compensation Committee continued to believe that it was important to have a substantial financial goal and as a result determined to increase the weighting of the full year Compensation Adjusted EBITDAR goal (the “2025 Compensation Adjusted EBITDAR Target”), from 70% to 75% for Messrs. Hornbuckle, Halkyard, Sanders and McManus. For Mr. Fritz, the weighting remained at 50%. The Human Capital and Compensation Committee believed that a lower percentage was warranted for Mr. Fritz in order to incentivize Mr. Fritz to focus on the Company’s digital growth efforts. As in previous years, a participant in the annual incentive plan could earn from 50% to 200% of his target bonus, based on the percentage of achievement of the Compensation Adjusted EBITDAR Target, with a 200% payout requiring 115% achievement of the target and no payout below 80% of the target. In light of challenges in budgeting for the Company’s digital growth business, the funding curve for the 2025 bonus was modified to provide for 100% funding to the extent management achieves 96% to 104% of the Compensation Adjusted EBITDAR Target. Consistent with 2024, in 2025 the Human Capital and Compensation Committee believed it was important to include Adjusted EBITDAR related to MGM China operations as well as BetMGM’s target EBITDA and Boa Lion’s budgeted EBITDA in light of the increased strategic focus on the Company’s digital growth. As a result, an amount equal to MGM China’s, BetMGM’s and Boa Lion’s target Adjusted EBITDAR or EBITDA, as applicable, multiplied by the Company’s percentage ownership in each for the performance period, was included in the 2025 Compensation Adjusted EBITDAR Target. The annual incentive program also provided that the 2025 Compensation Adjusted EBITDAR Target could be adjusted during the year to the extent (i) the BetMGM Board approves a revised budget in 2025 that reduces BetMGM budgeted EBITDA by at least $10 million as a result of significant marketing or product related initiatives, (ii) the CEO approves a revised budget for LeoVegas in 2025 to take into consideration new brand launches in new or existing jurisdictions and such launches are expected to impact LeoVegas EBITDA by at least $5 million or (iii) the Boa Lion Board approves a revised budget for 2025 that reduces or increases Boa Lion budgeted EBITDA by at least $5 million; provided that any such adjustments had to be approved by the Human Capital and Compensation Committee. Under the 2025 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 2025 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 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 a NEO’s target annual bonus are paid in Bonus dRSUs. In January of 2026, 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 2025. Compensation Adjusted EBITDAR as calculated for 2025 for purposes of the 2025 annual incentive program was $4,304,248,000 for the year, which resulted in each NEO receiving approximately 100% 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 2025, 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 or attributable to a change in ownership percentage of an unconsolidated affiliate, (iv) EBITDAR attributable to any entity acquired by the Company during 2025 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) gains or losses associated with changes in ownership or fair value of investments in unconsolidated entities, (viii) gains or losses related to significant legal settlements, awards or judgments 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 $5 million), (ix) expenses not contemplated at the time of the determination of Compensation Adjusted EBITDAR related to significant strategic opportunities, including (A) license, permit or other fees or expenses incurred in connection with obtaining the right to develop or operate a commercial casino in any new jurisdiction, including, but not limited to, New York, Ohio, United Arab Emirates, Thailand or Texas, (B) obtaining licenses in any domestic or international jurisdiction to engage in sports betting or mobile gaming or (C) in connection with
Annual Incentive Bonus
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Annual Incentive Bonus
entering into unbudgeted new markets as part of the Company’s digital growth strategy, including any BetMGM brand launches in new markets to the extent a schedule of expenses is approved by the Human Capital and Compensation Committee (for purposes of this clause an opportunity will be considered significant if the expenses incurred in connection with such activity exceed $5 million), (x) expenses in connection with severance payments to the extent such payments on an individual basis exceed $2 million, (xi) expenses associated in connection with unbudgeted charitable donations in excess of $2 million, (xii) income or expense not contemplated at the time of the determination of Compensation Adjusted EBITDAR related to (A) the Boa Lion long term stock option incentive plan and (B) the services agreement to be entered into with Luciano Huck (and/or entities affiliated with Luciano Huck), and (xiii) any other unforeseen, unusual or extraordinary gains, losses, expenses, revenues, charges or credits to the extent such event exceeds $5 million not contemplated at the time of the determination of Compensation Adjusted EBITDAR to the extent approved by the Human Capital and Compensation Committee. For 2025, no adjustments were made pursuant to clauses (ix) or (xiii). Strategic Goals Component of Annual Incentive Bonus: 25% (NEOs other than Mr. Fritz); 50% (Mr. Fritz) The Human Capital and Compensation Committee determined that the remaining 25% of the NEO’s annual incentive bonus, other than Mr. Fritz as further described below, would be based the achievement of the Strategic Goal described below. Strategic Goal – Execution of Strategic Plan in Consultation with the Board (weighted 25% of total annual bonus): This goal encompassed efforts undertaken to deliver on the following four strategic pillars as set forth in the Strategic Framework developed in consultation with the Board (i) customer centricity, (ii) gaming entertainment, (iii) global leadership and (iv) financial stewardship. In January of 2026, the Human Capital and Compensation Committee, in consultation with the Board, determined that the NEOs, other than Mr. Fritz, achieved 100% on the goal related to Execution of Strategic Plan. With respect to this goal, the Human Capital and Compensation Committee based its determination on several factors, including:
Annual Incentive Bonus
| • | Customer Centric. In 2025, management successfully delivered on its commitment to provide exceptional guest experiences, which was reflected in achieving record high Gold tier member and above average NPS scores from our MGM Rewards members. We further solidified a comprehensive commerce media strategy, made improvements to our technology governance and leveraged digital enhancements to improve the guest experience. Finally, we successfully rebranded NoMad Las Vegas to The Reserve at Park MGM, which we expect will join Marriott Bonvoy’s Autograph Collection in early 2026. |
Annual Incentive Bonus
| • | Gaming Entertainment. The Company continued to execute on its digital strategy, with the BetMGM North American venture achieving record results. The Company also launched the BetMGM brand in Brazil and launched the acquired Tipico US sportsbook technology in Finland, Denmark and Brazil. In Japan, we broke ground on main construction activities and in Dubai we continued to progress construction to remain on track to open in 2028. |
Annual Incentive Bonus
| • | Global Leadership. The Company continued to position itself as a global industry leader with Mr. Hornbuckle speaking at a number of industry events. He also assumed the position as the National Chair of the US Travel Association, which is the leading national travel and tourism and trade association. |
Annual Incentive Bonus
| • | Financial Stewardship. The Company executed several transactions to continue to maintain the strength of its balance sheet, including (1) a new JPY54.2 billion yen denominated Term Loan A facility and (2) a new HK$23.4 billion five-year senior unsecured revolving credit facility at MGM China. In addition, the Company successfully executed an agreement to sell the operations of MGM Northfield Park, entered into a new long-term branding agreement with MGM China, continued to return capital to shareholders via the purchase of approximately 37.5 million shares, and completed a $300 million room remodel at MGM Grand, ahead of schedule. |
Annual Incentive Bonus
The following tables set forth the percentages of achievement for the different bonus metrics and the bonus amounts payable to the NEOs (other than Mr. Fritz):
Annual Incentive Bonus
| | | Performance Goals | | | Actual Results | Funding (% Target) | | Measure | Weighting | Threshold | Target | Maximum | | | | Compensation Adjusted EBITDAR ($ Mils) | 75% | 3,481 | 4,352 | 5,004 | 4,304 | 100% | | Strategic Plan | 25% | n/a | n/a | n/a | n/a | 100% | | Total | 100% | | | | | 100% |
Annual Incentive Bonus
| 46 | MGM Resorts International 2026 Proxy Statement |
Annual Incentive Bonus
With respect to Mr. Fritz, 50% of his bonus was based on achievement of Compensation Adjusted EBITDAR and in order to incentivize Mr. Fritz to focus on the Company’s digital growth efforts as described above, the remaining 50% of his bonus was based on the achievement of the following two strategic goals: Goal 1 – Execution of Digital Strategy (weighted 40% of total annual bonus). This goal relates to Mr. Fritz’s oversight of LeoVegas and BetMGM’s performance and his efforts undertaken in 2025 to execute on strategic transactions to assist the Company in achieving its digital growth strategy. Goal 2 – Promote the Company’s Employees and Culture (weighted 10% of total annual bonus). This goal relates to leadership reflected by Mr. Fritz in promoting the Company’s culture of compliance and integrity. In January of 2026, the Human Capital and Compensation Committee determined that Mr. Fritz achieved 150% on the goal related to Execution of Digital Strategy and 100% on the goal related to Promote the Company’s Employees and Culture. With respect to Goal 1, the Human Capital and Compensation Committee based its determination on several factors, including:
Annual Incentive Bonus
| • | Progress in executing on the Company’s digital strategy, including the launch of the BetMGM brand in Brazil, the launch of Tipico’s U.S. sportsbook and online casino technology in new jurisdictions, and the launch of our first live dealer studio. |
Annual Incentive Bonus
With respect to Goal 2, the Human Capital & Compensation Committee based its determination on several factors, including:
Annual Incentive Bonus
| • | Oversaw material enhancements to the LeoVegas operating model, including the transition from the long-term CEO and founder to a new CEO, while maintaining strong operating performance. |
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) | | Compensation Adjusted EBITDAR ($ Mils) | 50% | 3,481 | 4,352 | 5,004 | 4,304 | 100% | | Digital Strategy | 40% | n/a | n/a | n/a | n/a | 150% | | Employees and Culture | 10% | n/a | n/a | n/a | n/a | 100% | | Total | 100% | | | | | 120% |
Annual Incentive Bonus
The following table sets forth the achievement by each named executive officer of the annual bonus in 2025.
Annual Incentive Bonus
| | Current Employment Agreement | | 2025 TARGET BONUS (A) | 2025 ACTUAL BONUS | ACTUAL BONUS AS % OF 2025 TARGET | | NEO | Salary | Target Bonus% | | | | | Mr. Hornbuckle | $2,000,000 | 250% | $5,000,000 | $5,000,000 | 100% | | Mr. Halkyard | 1,250,000 | 150% | 1,706,712 | 1,706,712 | 100% | | Mr. Sanders | 1,250,000 | 175% | 2,187,500 | 2,187,500 | 100% | | Mr. Fritz | 1,500,000 | 175% | 1,596,575 | 1,915,890 | 120% | | Mr. McManus | 900,000 | 125% | 1,125,000 | 1,125,000 | 100% |
Annual Incentive Bonus
| (A) As discussed below under “Compensation Tables-Employment Agreements,” the new employment agreements for Mr. Halkyard and Mr. Fritz had changes in salary and/or target bonus percentage that were effective as of the effective date of the new contract. The target bonus amounts for these executives were computed using the prior salary/target bonus amounts for the period before the effective date and the new amounts thereafter. |
Annual Incentive Bonus
| MGM Resorts International 2026 Proxy Statement | 47 |
Fiscal Year 2026
Fiscal Year 2026 For fiscal year 2026, 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 Compensation Adjusted EBITDAR is an important component of the Company’s annual incentive bonus and, as a result, has determined to maintain the full year Compensation Adjusted EBITDAR goal (the “2026 Compensation Adjusted EBITDAR Target”) at 75% for Messrs. Hornbuckle, Halkyard, and McManus and Ms. Molino. For Mr. Fritz, the weighting will also remain at 50%. Consistent with 2025, an amount equal to MGM China, BetMGM and Boa Lion’s target Adjusted EBITDAR or EBITDA, as applicable, multiplied by the Company’s percentage ownership in each for the performance period will be included in the 2026 Compensation Adjusted EBITDAR Target. The 2026 Compensation Adjusted EBITDAR Target approved by the Human Capital and Compensation Committee was consistent with the EBITDA approved by the Board in the budgeting process for 2026, as further adjusted for the Company’s rent. In addition, in light of continued challenges in budgeting the Company’s digital growth business, the funding curve for the 2026 bonus will remain consistent with the curve approved for 2025, including 100% funding on this component to the extent management achieves 96% to 104% of the Compensation Adjusted EBITDAR Target. Participants will be able to achieve 200% of their target bonus for maximum achievement of this goal. With respect to Messrs. Hornbuckle, Halkyard, and McManus and Ms. Molino, the remaining 25% will be determined based on execution of the Company’s Strategic Plan in consultation with the Board. Participants will be able to achieve 200% of their target bonus for maximum achievement of this goal. With respect to Mr. Fritz, the remaining 50% will be determined based on the execution of the Company’s Digital Strategy.
Long-Term Equity Incentives
Long-Term Equity Incentives For 2025, our LTI compensation component consisted of grants of Relative TSR PSUs and RSUs. All forms of equity awards include 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). In 2025, the Human Capital and Compensation Committee, in consultation with F.W. Cook, determined to change the components of the Company’s LTI program by eliminating the Absolute TSR PSU and modifying the index associated with the Relative TSR PSUs from the S&P 500 to the S&P 1500 Hotels, Restaurants and Leisure Index. In addition, the Human Capital and Compensation Committee determined to increase the weighting of the Relative TSR PSUs such that it comprised 50% of the LTI compensation, with the remaining 50% of LTI compensation awarded as RSUs. The Human Capital and Compensation Committee believes that this restructuring of the LTI program clarifies the performance targets that our executive officers are required to attain by making half the target value dependent on the Company’s performance versus comparable companies (the Relative TSR PSUs), with the value of the other half dependent solely on the Company’s performance, as reflected in the price of the Company’s stock. Relative TSR PSUs: 50% of LTI Pursuant to the Relative TSR PSU component of LTI, each executive is awarded a target number of shares that cliff vest at the end of a three-year performance period. The actual number of shares to be earned upon vesting is determined by comparing (1) the percentage change in the Company’s value over the three-year measurement period to (2) the percentage change in value of the companies in the S&P 1500 Hotels, Restaurants, and Leisure Index at the time of grant. For this purpose, dividends are treated as reinvested in additional shares. The number of shares ultimately paid out at the
Long-Term Equity Incentives
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Long-Term Equity Incentives
end of the three-year period is based on the Company’s relative TSR ranking within the S&P 1500 Hotels, Restaurants, and Leisure Index 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
RSUs: 50% of LTI The Human Capital and Compensation Committee believes that RSUs should comprise a significant portion of the executive’s LTIs as they meaningfully support retention and tie executive compensation to our stock’s performance. In 2025, the Human Capital and Compensation Committee determined to target RSUs at 50% of our executive officers total LTI opportunity. The Human Capital and Compensation Committee believed that this change was important to promoting retention and aligning the Company’s practices with those of its peers and the broader market. Each RSU entitles the holder to receive one share of our stock at vesting, with vesting being subject to continued employment through the applicable vesting dates. The payment of these awards is based on continued service, with RSUs vesting in three equal annual installments. 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 PSUs are earned due to insufficient price performance, which encourages recipients to balance our short-term performance with the management of our long-term risks and stock performance. 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.
Long-Term Equity Incentives
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Long-Term Equity Incentives
The Human Capital and Compensation Committee awarded equity-based compensation to our NEOs in 2025 as follows:
Long-Term Equity Incentives
| NEO | AWARD TYPE | GRANT DATE | UNITS | GRANT DATE FAIR VALUE OF AWARDS | | Mr. Hornbuckle | RSU | 10/06/2025 | 147,406 | $5,000,012 | | | Relative TSR PSU | 10/06/2025 | 138,658 | 5,052,739 | | Mr. Halkyard | RSU | 10/06/2025 | 46,065 | $1,562,525 | | | Relative TSR PSU | 10/06/2025 | 43,331 | 1,578,995 | | Mr. Sanders | RSU | 10/06/2025 | 55,278 | $1,875,030 | | | Relative TSR PSU | 10/06/2025 | 51,997 | 1,894,786 | | Mr. Fritz | RSU | 10/06/2025 | 66,333 | $2,250,015 | | | Relative TSR PSU | 10/06/2025 | 62,397 | 2,273,765 | | Mr. McManus | RSU | 10/06/2025 | 33,167 | $1,125,025 | | | Relative TSR PSU | 10/06/2025 | 31,199 | 1,136,901 |
Long-Term Equity Incentives
In determining the size of the Relative TSR PSUs to be granted to a participant, the Company computed the value of the award based on the average stock price over the 60 days leading up to the date of grant. The “fair value” reflected in the table above represents the value of the award as determined for financial accounting purposes, which value is determined using the Monte Carlo valuation method.
Results of Performance Achieved during 2022-2025 Performance Period for PSUs granted in 2022
Results of Performance Achieved during 2022-2025 Performance Period for PSUs granted in 2022 In October 2022, 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 ending on October 3, 2025. In addition, in October 2022, the Company granted Relative TSR PSU awards that were scheduled to cliff-vest based on the Company’s relative TSR performance versus other companies in the S&P 500 over the three-year performance period that ended on October 3, 2025. 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 $36.09 was equal to 86.28% of the “target price” of $41.83, and (ii) for Relative TSR PSUs, the Company’s TSR of 7.87% placed the Company’s absolute percentile ranking at the 33.95th percentile of the S&P 500. As a result, the executive officers became eligible to receive a number of shares equal to approximately 86.28% and 67.90% of their target number of Absolute TSR PSUs and Relative TSR PSUs, respectively.
Results of Performance Achieved during 2022-2025 Performance Period for PSUs granted in 2022
| NEO | AWARD TYPE | GRANT DATE | Target Shares(1) | Performance | Shares to be issued(2) | | Mr. Hornbuckle | Absolute TSR PSU | 10/03/2022 | 93,677 | 86.28% | 80,827 | | | Relative TSR PSU | 10/03/2022 | 88,048 | 67.90% | 59,785 | | Mr. Halkyard | Absolute TSR PSU | 10/03/2022 | 25,762 | 86.28% | 22,228 | | | Relative TSR PSU | 10/03/2022 | 24,214 | 67.90% | 16,441 | | Mr. Sanders | Absolute TSR PSU | 10/03/2022 | 35,129 | 86.28% | 30,310 | | | Relative TSR PSU | 10/03/2022 | 33,018 | 67.90% | 22,420 | | Mr. Fritz | Absolute TSR PSU | 10/03/2022 | 35,129 | 86.28% | 30,310 | | | Relative TSR PSU | 10/03/2022 | 33,018 | 67.90% | 22,420 | | Mr. McManus | Absolute TSR PSU | 10/03/2022 | 21,077 | 86.28% | 18,186 | | | Relative TSR PSU | 10/03/2022 | 19,811 | 67.90% | 13,452 |
Results of Performance Achieved during 2022-2025 Performance Period for PSUs granted in 2022
| 1. | The target shares amount includes dividend equivalent units earned during the performance period. |
Results of Performance Achieved during 2022-2025 Performance Period for PSUs granted in 2022
| 2. | Fractional shares are paid out in cash and therefore excluded from the shares to be issued total. |
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 them with severance benefits. When determining the level of the severance benefits to be offered, the Human Capital and Compensation Committee also considers competitive market practices. Details of the specific severance benefits available under various termination scenarios for our NEOs as of December 31, 2025, 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 the participant’s age plus service equals at least 65, with a minimum age of 55 and 5 years of service. The retirement treatment applies to equity awards outstanding for at least 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 through 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 annualized actual performance through the date of termination.
Equity Awards
Equity Awards We did not grant stock options or other similar types of awards in 2025 and we did not have any outstanding option awards as of December 31, 2025. Moreover, we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
EPORT
| NAME AND TITLE | YEAR | SALARY(A) | BONUS(B) | STOCK AWARDS(C) | NON-EQUITY INCENTIVE PLAN COMPENSATION(D) | ALL OTHER COMPENSATION(E) | TOTAL | | William J. Hornbuckle Chief Executive Officer and President | 2025 | $2,000,000 | $8,000,000 | $10,052,751 | $5,000,000 | $276,405 | $25,329,156 | | | 2024 | 2,000,000 | — | 10,000,000 | 3,672,373 | 147,211 | 15,819,584 | | | 2023 | 2,000,000 | — | 10,000,000 | 4,774,912 | 228,882 | 17,003,794 | | Jonathan S. Halkyard Chief Financial Officer | 2025 | $1,133,462 | $— | $3,141,520 | $1,706,712 | $22,413 | $6,004,107 | | | 2024 | 1,100,000 | — | 2,750,000 | 1,514,854 | 19,023 | 5,383,877 | | | 2023 | 1,100,000 | — | 2,750,000 | 1,969,651 | 20,895 | 5,840,546 | | Corey Sanders Chief Operating Officer | 2025 | $1,250,000 | $— | $3,769,816 | $2,187,500 | $17,543 | $7,224,859 | | | 2024 | 1,250,000 | — | 3,750,000 | 2,008,329 | 19,344 | 7,027,673 | | | 2023 | 1,250,000 | — | 3,750,000 | 2,611,280 | 18,475 | 7,629,755 | | Gary Fritz Chief Commercial Officer and President of MGM Digital | 2025 | $1,300,962 | $— | $5,641,034 | $2,165,890 | $9,525 | $9,117,411 | | | 2024 | 1,250,000 | — | 4,250,000 | 1,614,369 | 7,910 | 7,122,279 | | | 2023 | 1,250,000 | — | 3,750,000 | 1,398,418 | — | 6,398,418 | | John McManus Chief Legal and Administrative Officer and Secretary | 2025 | $900,000 | $— | $2,261,926 | $1,125,000 | $25,032 | $4,311,958 | | | 2024 | 900,000 | — | 2,250,000 | 1,032,855 | 23,883 | 4,206,738 | | | 2023 | 900,000 | — | 2,250,000 | 1,342,944 | 25,078 | 4,518,022 |
EPORT
| (A) None of these amounts were included as “Change in Pension Value and Nonqualified Deferred Compensation Earnings” in the Summary Compensation Table. |
EPORT
| (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 2025, we used a new median employee identified in 2024. Last year, to identify the median of the annual total compensation of all our employees (other than the CEO) for 2024, we took the following steps: We determined that, as of October 1, 2024 (the “Determination Date”), our employee population consisted of approximately 76,527 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 13,063 employees employed by MGM China. In accordance with SEC rules, for purposes of the CEO pay ratio, we excluded the 60 employees that joined MGM when we acquired the product and technology platform constituting the U.S sportsbook and online casino from Tipico Group Ltd in August 2024. We also applied a de minimis exemption which allowed us to exclude non-US employees in countries that make up 5% or less of our employee population. As a result, the Company excluded: 5 employees in Brazil; 59 employees in Colombia; 17 employees in Gibraltar; 16 employees in Italy; 46 employees in Japan; 792 employees in Malta; 36 employees in the Netherlands; 5 employees in Poland; 51 employees in Spain; 314 employees in Sweden; 1 employee in the United Arab Emirates; and 199 employees in the United Kingdom. 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 from January 1, 2024 through October 1, 2024, 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 from January 1, 2024 to October 1, 2024. 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. Because there have not been any changes that we reasonably believe would significantly affect this year’s pay ratio as compared to last year’s, the applicable SEC rules permit us to use the same median employee identified last year in order to calculate this year’s pay ratio. Based on our internal review procedures, there has been no change in our employee population, our employee compensation arrangements or the circumstances of the median employee identified last year that we reasonably believe would result in a significant change to our pay ratio disclosure. Based on this, we determined that the median of the annual total compensation of all our employees, excluding the Chief Executive Officer, was $46,713 and the annual total compensation of Mr. Hornbuckle was $25,329,156, 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 542:1. 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 th e Co mpany’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis” on page 37. PAY VS. PERFORMANCE TABLE
CEO PAY RATIO DISCLOSURE
| YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO (MR. HORNBUCKLE) (A) | COMPENSATION ACTUALLY PAID TO PEO (MR. HORNBUCKLE) (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 $100 INVESTMENT BASED ON: | | NET INCOME ($ THOUSANDS) (F) | RELATIVE TSR (G) | | | | | | | TOTAL SHAREHOLDER RETURN (D) | PEER GROUP TOTAL SHAREHOLDER RETURN (E) | | | | 2025 | $25,329,156 | $25,905,860 | $6,664,584 | $6,899,345 | $115.86 | $81.82 | $520,872 | 59th percentile | | 2024(H) | 15,819,584 | 438,428 | 5,935,142 | 847,385 | 110.02 | 84.53 | 1,064,608 | 12t h percentile | | 2023 | 17,003,794 | 37,969,761 | 6,096,685 | 11,440,495 | 141.87 | 84.71 | 1,314,924 | 58th percentile | | 2022 | 16,238,075 | 6,386,343 | 5,467,867 | 2,842,563 | 106.47 | 65.00 | 206,731 | 35th percentile | | 2021 | 13,274,524 | 29,119,443 | 5,668,010 | 9,147,716 | 142.47 | 87.18 | 1,208,389 | 81st percentile |
CEO PAY RATIO DISCLOSURE
| (A) Amounts represent total compensation as reported for Mr. Hornbuckle for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Compensation Tables—Summary Compensation Table” in this and prior year reports. |
CEO PAY RATIO DISCLOSURE
| (B) Amounts represent CAP, as computed in accordance with Item 402(v) of Regulation S-K. Amounts do not reflect the actual amount of compensation earned by or paid to the PEOs or the NEOs during the applicable year. |
CEO PAY RATIO DISCLOSURE
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Reconciliation of compensation actually paid to Mr. Hornbuckle and the other NEOs to amounts shown in the Summary Compensation Table
Reconciliation of compensation actually paid to Mr. Hornbuckle and the other NEOs to amounts shown in the Summary Compensation Table
Reconciliation of compensation actually paid to Mr. Hornbuckle and the other NEOs to amounts shown in the Summary Compensation Table
| | | | MINUS | PLUS | PLUS/ (MINUS) | PLUS | PLUS/ (MINUS) | MINUS | EQUALS | | | YEAR | SUMMARY COMPENSATION TABLE TOTAL ($) | REPORTED VALUE OF EQUITY AWARDS ($) | YEAR END FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS GRANTED DURING FISCAL YEAR ($) | 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) | | | | | | | | | | | | 2025 | $25,329,156 | $(10,052,751) | $11,277,356 | $(301,751) | $— | $(346,150) | $— | $25,905,860 | | | 2024(H) | 15,819,584 | (10,000,000) | 7,883,536 | (10,799,864) | — | (2,464,828) | — | 438,428 | | | 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 | | Other Named Executive Officers (Average) | | | | | | | | | | | | 2025 | $6,664,584 | $(3,703,574) | $4,131,283 | $(89,965) | $— | $(102,983) | $— | $6,899,345 | | | 2024(H) | 5,935,142 | (3,250,000) | 2,586,043 | (3,407,574) | — | (675,301) | (340,925) | 847,385 | | | 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 |
Reconciliation of compensation actually paid to Mr. Hornbuckle 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 .
Reconciliation of compensation actually paid to Mr. Hornbuckle 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) 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 2025, 2024, 2023 and 2022, Messrs. Halkyard, Sanders, Fritz, and McManus; and for 2021, Messrs. Halkyard, Sanders, Mandadi, and McManus. |
Reconciliation of compensation actually paid to Mr. Hornbuckle and the other NEOs to amounts shown in the Summary Compensation Table
| (D) Cumulative TSR is calculated by assuming a $100 hypothetical investment at December 31, 2020 and then for each measurement period multiplying the value at the start of the measurement period by the number obtained by dividing (1) the sum of (A) the cumulative amount of dividends for the measurement period beginning December 31, 2020 (assuming dividend reinvestment), and (B) the difference between the Company’s share price at the end and the beginning of the measurement period by (2) the Company’s share price at the beginning of the measurement period. |
Reconciliation of compensation actually paid to Mr. Hornbuckle 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 by tracking the performance of a $100 hypothetical investment in the common stock of the constituent companies (including dividend reinvestment) from December 31, 2020, through the end of each respective period presented in the table above. |
Reconciliation of compensation actually paid to Mr. Hornbuckle 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 and the other NEOs to amounts shown in the Summary Compensation Table
| (G) Based on the S&P1500 Hotels, Restaurants and Leisure Index constituents, using the constituents in the index as of January 1, 2025. This change reflects the fact that in 2025 MGM changed to this index (from the S&P 500) for computing Relative TSR for its Relative TSR PSUs. |
Reconciliation of compensation actually paid to Mr. Hornbuckle and the other NEOs to amounts shown in the Summary Compensation Table
| (H) CAP for 2024 was revised due to the correction of an error in the calculation of the 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. |
Reconciliation of compensation actually paid to Mr. Hornbuckle and the other NEOs to amounts shown in the Summary Compensation Table
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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 2021-2025
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 2021-2025 Compensation Actually Paid Versus One-Year Relative TSR vs. S&P 1500 Hotels, Restaurants and Leisure Index Constituents
Analysis of the Information Presented in the Pay versus Performance Table
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