Alexis M. Herman
Director at MGM
Board
About Alexis M. Herman
Alexis M. Herman (age 77) is an independent director of MGM Resorts International, serving on the Board since 2002 (23 years of service) and currently chairs the Human Capital and Compensation Committee; she also serves on the Nominating/Corporate Governance Committee and the Corporate Social Responsibility and Sustainability Committee . Herman is Chair and CEO of New Ventures LLC and previously served as U.S. Secretary of Labor (1997–2001), bringing deep government, governance, and compensation oversight expertise to MGM’s board . The Board has determined she is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Labor | United States Secretary of Labor | 1997–2001 | Cabinet leadership, labor policy and regulation |
| Cummins Inc. | Lead Director; Chair, Governance & Nominating; Member, Technology, Finance, Executive | 2001–2022 | Governance leadership; finance oversight in a global industrial context |
| Entergy Corp. | Director; Member, Personnel Committee; Member, Corporate Governance Committee | 2003–2023 | Compensation and governance oversight at regulated utility |
| The Coca-Cola Company | Director; Member, Compensation Committee; Chair, Public Issues & Diversity Review Committee | 2007–2024 | Compensation oversight; ESG/public issues leadership |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| Toyota Advisory Board | Chair | Current |
| National Urban League | Board of Trustees | Current |
| Toyota Technological Institute at Chicago University | Board of Trustees | Current |
| Dorothy I. Height Education Foundation | President | Current |
| Presidential Leadership Scholars Initiative | Co-Chair | Current |
Board Governance
- Committee assignments: Chair, Human Capital & Compensation; Member, Nominating/Corporate Governance; Member, Corporate Social Responsibility & Sustainability .
- Independence: Board determined Herman is independent; all members of the Audit, Human Capital & Compensation, and Nominating/Corporate Governance Committees are independent and meet NYSE/SEC requirements .
- Attendance and engagement: In 2024 the Board met five times; committees met frequently (Audit 8; HCCC 6; Nominating 5; CSR&S 4; Finance 10). Each director attended at least 75% of meetings of the Board and their committees; ten of eleven then-current directors attended last year’s virtual annual meeting .
- Governance practices: Separate Chair/CEO roles; regular executive sessions; robust ownership guidelines; proxy access; anti-hedging and anti-pledging policies .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $177,500 | Actual cash received in 2024 |
| All Other Compensation | $35,000 | MGM Rewards Points under Facility Use Policy |
| Total Cash & Other | $212,500 | Sum of cash and other |
Independent director cash structure (for context): Annual retainer $100,000; committee membership $20,000 per committee; committee chair $20,000; liaison to Compliance $20,000; diligence review $7,500; MGM China Board $105,000; Board Chair additional $250,000; annual equity award $215,000; plan cap $750,000 ($1,000,000 initial year/Chair) .
Performance Compensation
| Equity Award (2024) | Grant-Date Fair Value | Shares | Vesting |
|---|---|---|---|
| Annual RSU grant to independent directors | $215,000 | 5,261 RSUs | Vest May 2, 2025 |
- Unvested/Deferred: As of Dec 31, 2024 Herman held 5,261 RSUs granted in 2024 that were not fully vested; directors may defer RSUs under the Deferred Compensation Plan for Non-Employee Directors .
- No options/PSUs disclosed for directors; director equity is time-based RSUs .
Other Directorships & Interlocks
| Company | Public | Role | Tenure | Potential Interlock |
|---|---|---|---|---|
| Cummins Inc. | Yes | Lead Director; Committee roles | 2001–2022 | None at MGM currently |
| Entergy Corp. | Yes | Director; Committee roles | 2003–2023 | None at MGM currently |
| The Coca-Cola Company | Yes | Director; Compensation Committee; Chair, Public Issues & Diversity Review | 2007–2024 | Overlapped with Barry Diller, Coca-Cola director until Aug 2024 |
| Toyota Advisory Board | No | Chair | Current | Advisory role, not a public board |
- Committee interlocks/insider participation: HCCC disclosed no Item 404 relationships among its members and no executive served on the compensation committee of a company employing any MGM committee/Board member .
Expertise & Qualifications
- Government experience: Former U.S. Secretary of Labor; governance leadership at multiple blue-chip boards .
- Finance experience: Member of Cummins’ finance committee; oversight across compensation and governance committees .
- Public company board experience: Long-tenured roles at Coca-Cola, Entergy, Cummins with committee leadership .
- Board credentials: Identified by MGM for leadership, finance, industry/government knowledge, and public board experience; age 77; 23 years on the Board .
Equity Ownership
| Holder | Common Stock | RSUs Exercisable/Vesting ≤60 Days | Total Beneficial Ownership | Percent of Class | Notes |
|---|---|---|---|---|---|
| Alexis M. Herman | 14,797 | 5,261 | 20,058 | <1% | Includes 14,797 shares held in living trust |
- Director stock ownership guidelines: Directors must accumulate stock equal to 5× annual base cash retainer within five years; must retain 50% of net after-tax shares until compliant; RSUs count toward guidelines. As of Dec 31, 2024, all directors were compliant or on track .
- Hedging/pledging: Prohibited for directors under insider trading policy .
Governance Assessment
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Strengths:
- Independent director with substantial governance and compensation oversight experience; currently HCCC Chair, directly influencing executive pay design, talent strategy, and clawback/ESG integration .
- Board affirmed independence; committees comprised entirely of independent directors; HCCC engages independent consultant F.W. Cook with no conflicts identified, supporting pay-for-performance rigor .
- Attendance: Board states all directors met ≥75% attendance; active committee cadence indicates substantive engagement .
- Ownership alignment: Complies (or on track) with robust stock ownership guidelines; anti-hedging/pledging enhances alignment .
- Investor sentiment: 2024 say‑on‑pay received ~95.6% approval, signaling broad support for compensation practices overseen by HCCC .
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Potential flags/monitoring points:
- Tenure (23 years) may attract refreshment scrutiny; MGM highlights periodic committee refreshment and chair succession practices .
- Director perquisites via MGM Rewards Points ($35,000 reported as “All Other Compensation” in 2024); standardized under Facility Use Policy and tax reported; monitor for magnitude versus peers .
- No related‑party transactions disclosed involving Herman; related‑party oversight resides with Audit Committee under defined guidelines .
- Committee interlocks: None disclosed for HCCC; maintain watch for evolving external roles .