Jonathan Halkyard
About Jonathan Halkyard
Jonathan Halkyard (age 60) is a Class III independent director of Shift4 Payments, serving since June 2020. He is an experienced finance executive and board member, currently CFO of MGM Resorts International (since January 2021), with prior CEO/CFO/COO roles at Extended Stay America. He holds a BA in Economics from Colgate University and an MBA from Harvard Business School, and is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Extended Stay America, Inc. | CEO, CFO, COO | Sep 2013 – Nov 2019 | Led integrated hotel operator through multi-year operations |
| ESH Hospitality, Inc. | Director | Jan 2018 – Nov 2019 | REIT owner of Extended Stay hotels |
| Dave & Buster’s Entertainment, Inc. | Director | Sep 2011 – Jun 2021 | Chair, Nominating & Governance; Member, Finance (since Jun 2016) and Audit (since Sep 2013) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MGM Resorts International | Chief Financial Officer | Jan 2021 – present | Senior finance leadership of global hospitality and gaming company |
| MGM China Holdings Limited | Director | Since Jun 2021 | Board member of Macau-based gaming operator |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member .
- Independence: Qualifies as “independent” under NYSE rules .
- Audit Committee scope: Oversees financial reporting, auditor independence, approval of audit/non-audit services, related person transactions, and financial/cybersecurity risk .
- Meeting cadence and attendance: Board met 9 times in 2024; Audit Committee met 4 times; Nominating & Corporate Governance met 4 times. Each director attended 75% or more of Board and committee meetings during 2024 .
- Lead Independent Director context: Christopher Cruz serves as Lead Independent Director, providing independent leadership balance in a controlled company structure .
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Fees Earned (Cash) | $83,750 | Cash retainer plus committee fees |
| Annual Director Fee (Policy) | $50,000 | Paid quarterly in arrears |
| Committee Chair Fees (Policy) | Audit Chair: $30,000 | Compensation Chair: $22,500; Nominating Chair: $18,000 |
| Committee Member Fees (Policy) | Audit: $15,000; Compensation: $10,000; Nominating: $5,500 | Applies to members other than chair |
Performance Compensation
| Component | 2024 Value | Vesting/Structure | Performance Metrics |
|---|---|---|---|
| Stock Awards (RSUs) | $200,000 | Annual RSUs; time-based vest over one year; all unvested RSUs vest on change in control | None for directors; RSUs are time-based (no performance conditions) |
Other Directorships & Interlocks
| Company | Type | Overlap/Notes |
|---|---|---|
| MGM Resorts International | Executive (CFO) | Hospitality sector; no related-party transactions involving Mr. Halkyard disclosed in the proxy |
| MGM China Holdings Limited | Director | Macau affiliate; no Shift4-related transactions disclosed |
| Dave & Buster’s Entertainment (prior) | Director | Ended 2021; past governance leadership |
Expertise & Qualifications
- Financial leadership and capital markets expertise as CFO and former CEO/CFO/COO; designated “audit committee financial expert” .
- Hospitality industry domain knowledge (MGM Resorts; Extended Stay) and public company governance experience (Dave & Buster’s, MGM China) .
- Education: BA, Colgate University; MBA, Harvard Business School .
Equity Ownership
| Item | Amount | Details |
|---|---|---|
| Total Beneficial Ownership (Class A) | 14,154 shares (<1%) | 11,397 shares + 2,757 RSUs vesting within 60 days of Apr 22, 2025; “<1%” indicated by asterisk in proxy table |
| Unvested RSUs (12/31/2024) | 2,757 | Director equity vests in full after one year; accelerates on change in control |
| Insider filings | No delinquencies reported | Company notes all required Section 16 filings timely in 2024 except two others; none noted for Mr. Halkyard |
| Hedging/Pledging policy | Prohibited | Directors/officers prohibited from hedging or pledging company securities (exceptions apply to founder’s B/C units; not applicable here) |
| Director ownership guidelines | 5.0x cash retainer | Compliance status not disclosed in proxy |
Governance Assessment
- Strengths: Independent director; Audit Committee Chair and designated financial expert; active committee engagement (Audit and Nominating); attendance ≥75%; equity grants align interests and accelerate only on change in control; anti-hedging policy enhances alignment .
- Potential conflicts: Current CFO role at MGM Resorts could create sector overlap; however, the proxy’s related party transactions section lists no transactions involving Mr. Halkyard and Audit Committee reviews any related person transactions, mitigating conflict risk .
- Compensation mix: Balanced cash ($83,750) plus equity ($200,000) with time-based vesting; no performance-linked director incentives, consistent with market practice; ownership guidelines target long-term alignment, though compliance status is not disclosed .
- RED FLAGS: None disclosed specific to Mr. Halkyard. Broader company context includes “controlled company” governance exemptions and founder-related pledging/transactions, but these do not implicate Mr. Halkyard individually; Audit Committee oversight and lead independent director role provide counterbalances .