MGM Resorts International
For the period ended May 1, 2024. Filed Mar 22, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 1, 2024 · Filed Mar 22, 2024
Contents
Pay vs. Performance Table
| 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 | $1,314,924 | 78th percentile |
| 2022 | 16,238,075 | — | 6,386,343 | — | 5,467,867 | 2,842,563 | 101.61 | 57.48 | 206,731 | 36TH percentile |
| 2021 | 13,274,524 | — | 29,119,443 | — | 5,668,010 | 9,147,716 | 135.97 | 77.17 | 1,208,389 | 84th percentile |
| 2020 | 13,988,135 | 36,180,335 | 22,190,584 | 24,162,737 | 5,440,857 | 5,270,119 | 95.44 | 88.55 | (1,319,907) | 23rd percentile |
| (A) | Amounts represent total compensation as reported for Messrs. Hornbuckle and Murren for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Compensation Tables—Summary Compensation Table.” |
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| (B) | Amounts represent CAP, as computed in accordance with Item 402(v) of Regulation S-K. Amounts do not reflect the actual amount of compensation earned by or paid to the PEOs or the NEOs during the applicable year. |
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| MGM Resorts International 2024 Proxy Statement | 73 |
Reconciliation of compensation actually paid to Mr. Hornbuckle, Mr. Murren and the other NEOs to amounts shown in the Summary Compensation Table
| MINUS · PLUS · PLUS/ (MINUS) · PLUS · PLUS/ (MINUS) · MINUS · EQUALS | ||||||||
|---|---|---|---|---|---|---|---|---|
| YEAR | SUMMARY COMPENSATION TABLE TOTAL ($) | 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 |
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.
| (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. |
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| (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. |
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| 74 | MGM Resorts International 2024 Proxy Statement |
| (E) | Represents the weighted peer group TSR of the companies included in the Dow Jones U.S. Gambling Index. |
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| (F) | Represents the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
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| (G) | Based on the S&P500 Constituents as of January 1 of relevant year. |
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Financial Performance Measures
The three most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
| • | Total Shareholder Return (“TSR”). |
| • | Relative TSR, measured with respect to the S&P 500 Index. |
| • | Stock Price. |
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
| MGM Resorts International 2024 Proxy Statement | 75 |
Compensation Actually Paid Versus Net Income 2020-2023
Compensation Actually Paid Versus
One-Year
Relative TSR vs. S&P 500 Constituents
| 76 | MGM Resorts International 2024 Proxy Statement |
Notice Concerning Stockholder Proposals and Nominations
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.