Barry Diller

About Barry Diller

Barry Diller (age 83) is an independent director of MGM Resorts International, serving since 2020. He is Chairman and Senior Executive of IAC and Chairman and Senior Executive of Expedia Group, with a prior career leading Paramount Pictures and Fox, where he created the Fox Broadcasting Company. The Board determined he is independent under NYSE rules, considering his roles at Expedia and IAC and relevant arm’s‑length relationships .

Past Roles

Organization	Role	Tenure	Committees/Impact
Paramount Pictures Corporation	Chairman & CEO	Prior to 1984 (10 years)	Led studio operations
ABC Entertainment	VP, Prime Time Television	Prior to Paramount	Programming leadership
Fox, Inc.	Chairman & CEO	1984–1992	Created Fox Broadcasting; oversaw motion pictures
QVC / IAC predecessors	Chief Executive	Since Dec 1992 through formation of IAC	Built media/interactive portfolio

External Roles

Organization	Role	Tenure	Notes
IAC, Inc.	Chairman & Senior Executive	Since Dec 2010	IAC beneficially owns 22.87% of MGM through its stake as of Mar 14, 2025
Expedia Group, Inc.	Chairman & Senior Executive	Since Aug 2005	Online travel; technology-enabled platforms
The Coca-Cola Company	Director	2002–Aug 2024	Former board service
The Business Council	Member	–	Business leadership forum

Board Governance

Independence: The Board affirmed Mr. Diller’s independence, considering his position with Expedia and the Company’s arm’s‑length business relationship with Care.com, an IAC subsidiary .
Attendance: In 2024 the Board met 5 times; each director attended at least 75% of Board and committee meetings for which they served; 10 of 11 then-current directors attended the 2024 annual meeting .
Stock ownership guidelines: Directors are expected to hold Company stock equal to 5x the annual cash retainer within 5 years; as of Dec 31, 2024, all directors were in compliance or on track .
Anti‑hedging/pledging: Directors are prohibited from short sales, derivatives, hedging and pledging of Company securities .

Committee assignments (as of Dec 31, 2024; responsibilities per charters):

Committee	2024 Meetings	Role	Key Oversight
Finance Committee	10	Member	Capital structure, annual budget, pricing of debt/equity offerings, major transactions, financial community relations

Fixed Compensation

Mr. Diller has elected to decline compensation for Board service (cash retainers and equity grants). In 2023 he only accepted facility-use points; in 2024 he accepted no compensation.

Year	Cash Fees	Stock Awards (Grant-date FV)	All Other Compensation	Total
2023	$0	$0	$17,360 (MGM Rewards points)	$17,360
2024	$0	$0	$0	$0

Reference: Standard independent director structure in 2024 was $100,000 cash retainer, $215,000 annual RSU grant, $20,000 per committee, plus applicable chair/liaison fees; caps apply; Mr. Diller declined compensation .

Performance Compensation

None disclosed for directors; Mr. Diller receives no PSU/RSU awards (declined), and no performance-linked director pay is used beyond standard equity grants (which he declines) .

Other Directorships & Interlocks

Connection	Detail	Relevance
IAC ownership	IAC beneficially owns 64,723,602 MGM shares (22.87%) as of Mar 14, 2025	Significant shareholder with board representation (Mr. Diller and Mr. Levin)
Board overlap	Joey Levin (IAC CEO) is MGM director and Finance Committee Chair	Potential influence via major shareholder representatives on finance matters
Independence determination	Board considered IAC affiliate business (Care.com) and Expedia role; still deemed Mr. Diller independent under NYSE

Expertise & Qualifications

Leadership: CEO/Chairman roles at Paramount, Fox, IAC, Expedia .
Finance: Extensive M&A, investments, strategic transactions, including at IAC and multiple media companies .
Industry: Deep media, internet, and travel-tech experience relevant to MGM’s entertainment and digital growth ambitions .
Public boards: Service at multiple public companies (current and prior) .

Equity Ownership

Holder	Common Stock	RSUs/Options Vesting ≤60 Days	Deferred Stock Units	Percent of Class
Barry Diller (personal)	0	0	0	<1%
IAC, Inc. (context)	64,723,602	–	–	22.87%

Note: “Security Ownership in our Subsidiaries” indicates none of the directors held MGM China shares as of Mar 14, 2025 .

Governance Assessment

Strengths
- Independent status affirmed despite significant external roles; audit, compensation, and nom/gov committees comprised solely of independent directors .
- Board/committee attendance thresholds met; structured oversight with clear committee mandates; Finance Committee role fits Mr. Diller’s deal and capital-markets experience .
- Robust governance practices: majority voting for directors, proxy access, anti‑hedging/pledging, director stock ownership guidelines .
- Shareholder alignment signals: 2024 say‑on‑pay support at ~95.6% indicates broad investor approval of compensation governance .
Potential Conflicts/Red Flags to monitor
- Major shareholder interlock: IAC is a 22.87% holder; both IAC’s Chairman/Senior Executive (Mr. Diller) and IAC’s CEO (Mr. Levin) serve on the MGM Board (Mr. Levin chairs Finance), potentially concentrating influence over capital allocation; the Board nonetheless determined independence after review .
- Ownership alignment: Mr. Diller personally holds no MGM shares or deferred units and declined equity grants; while independence can be enhanced by declining fees, the absence of direct personal equity stake reduces “skin‑in‑the‑game,” though IAC’s large ownership represents significant aligned influence at the shareholder level .
- Related-party transactions: The proxy discloses related‑party items (e.g., CEO’s son‑in‑law employment) but none involving Mr. Diller; continue to monitor any evolving IAC/MGM relationships for Item 404 scrutiny .
Engagement/Compliance
- Directors expected to attain 5x cash retainer ownership in 5 years; board reports all directors in compliance or on track as of year‑end 2024 .
- Insider trading policy strictly prohibits director hedging/pledging, reducing misalignment risk .