MGM Resorts International
For the period ended May 6, 2026. Filed Mar 27, 2026.
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May 6, 2026 · Filed Mar 27, 2026
Contents
Pay vs. Performance Table
| YEAR · SUMMARYCOMPENSATIONTABLETOTAL FORPEO(MR. HORNBUCKLE)(A) · COMPENSATIONACTUALLYPAID TOPEO(MR. HORNBUCKLE)(B) · AVERAGESUMMARYCOMPENSATIONTABLETOTAL FORNON-PEO NEOs(C) · AVERAGECOMPENSATIONACTUALLYPAID TONON-PEO NEOs(B)(C) · VALUE OF INITIAL FIXED$100 INVESTMENTBASED ON: · NETINCOME($THOUSANDS)(F) · RELATIVETSR(G) | ||||||||
|---|---|---|---|---|---|---|---|---|
| TOTALSHAREHOLDERRETURN(D) · PEERGROUPTOTALSHAREHOLDERRETURN(E) | ||||||||
| 2025 | $25,329,156 | $25,905,860 | $6,664,584 | $6,899,345 | $115.86 | $81.82 | $520,872 | 59th percentile |
| 2024(H) | 15,819,584 | 438,428 | 5,935,142 | 847,385 | 110.02 | 84.53 | 1,064,608 | 12th percentile |
| 2023 | 17,003,794 | 37,969,761 | 6,096,685 | 11,440,495 | 141.87 | 84.71 | 1,314,924 | 58th percentile |
| 2022 | 16,238,075 | 6,386,343 | 5,467,867 | 2,842,563 | 106.47 | 65.00 | 206,731 | 35th percentile |
| 2021 | 13,274,524 | 29,119,443 | 5,668,010 | 9,147,716 | 142.47 | 87.18 | 1,208,389 | 81st percentile |
| (A) | Amounts represent total compensation as reported for Mr. Hornbuckle for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Compensation Tables—Summary Compensation Table” in this and prior year reports. |
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| (B) | Amounts represent CAP, as computed in accordance with Item 402(v) of Regulation S-K. Amounts do not reflect the actual amount of compensation earned by or paid to the PEOs or the NEOs during the applicable year. |
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| 64 | MGM Resorts International 2026 Proxy Statement |
Reconciliation of compensation actually paid to Mr. Hornbuckle and the other NEOs to amounts shown in the Summary Compensation Table
| MINUS · PLUS · PLUS/(MINUS) · PLUS · PLUS/(MINUS) · MINUS · EQUALS | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| YEAR · SUMMARYCOMPENSATIONTABLETOTAL($) · REPORTEDVALUEOF EQUITYAWARDS($) · YEAR ENDFAIRVALUE OFOUTSTANDINGANDUNVESTEDEQUITYAWARDSGRANTEDDURINGFISCALYEAR($) · YEAR OVERYEAR CHANGEIN FAIR VALUEOFOUTSTANDINGUNVESTEDEQUITYAWARDSGRANTED INPRIOR FISCALYEARS($) · FAIRVALUE ATVESTINGDATE OFEQUITYAWARDSGRANTEDANDVESTEDDURINGTHEFISCALYEAR($) · YEAR OVERYEARCHANGE INFAIRVALUE ASOF THEVESTINGDATE(FROM THEEND OFTHE PRIORFISCALYEAR) OFEQUITYAWARDSGRANTEDIN PRIORYEARSVESTINGDURINGTHEFISCALYEAR($) · FAIR VALUEAS OF ENDOF PRIORFISCALYEAR OFEQUITYAWARDSGRANTED INPRIORFISCALYEAR THATFAIL TOMEET THEAPPLICABLEVESTINGCONDITIONSDURING THEFISCALYEAR($) · COMPENSATIONACTUALLY 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 | |
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
.
| (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. |
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| (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. |
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| (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. |
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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&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. |
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| (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. |
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| MGM Resorts International 2026 Proxy Statement | 65 |
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 1500 Hotels, Restaurants and Leisure 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 2021-2025
| 66 | MGM Resorts International 2026 Proxy Statement |
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
| MGM Resorts International 2026 Proxy Statement | 67 |
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.