Ben Winston
Director at MGM
Board
About Ben Winston
Ben Winston is an award‑winning producer, director, and founding partner of Fulwell Entertainment (since 2005), with credits that include The Late Show with James Corden (2015–2023), The Grammy Awards (CBS), The Kardashians (Hulu), Carpool Karaoke (Apple TV), and Friends: The Reunion (HBO Max); he is a 13‑time Emmy winner and 35‑time nominee (also Critics Choice, BRIT, PGA, Rose d’Or, BAFTA, Grammy nominee) . Age: 43; Director since 2023; the Board classifies Winston as independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fulwell Entertainment | Founding Partner; Producer/Director across TV, film, events (incl. Global Citizen: Mandela 100) | 2005–present | Leadership of multi‑format production; award‑winning content |
| Various broadcast platforms (CBS, Hulu, Apple TV, HBO Max) | Executive Producer/Producer (e.g., The Late Show with James Corden; The Grammys; The Kardashians; Carpool Karaoke; Friends: The Reunion) | Various (2015–2023 for Corden; others ongoing) | Creative leadership; live/unscripted/long‑form production expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in MGM’s proxy |
Board Governance
- Independence: Independent director under NYSE rules .
- Committee assignments (as of 12/31/24): Human Capital & Compensation Committee (member); Nominating/Corporate Governance Committee (member) .
- Committee meeting cadence in 2024: HCCC (6 meetings); Nominating/Corporate Governance (5 meetings) .
- Attendance: Each director attended at least 75% of Board and committee meetings during their service period in 2024; 10 of 11 then‑current directors attended the prior annual meeting (not individually specified) .
- Years on Board: Director since 2023 .
- Board structure: Separate Chair and CEO; regular executive sessions; periodic committee refreshment .
Fixed Compensation
| Component | 2024 Structure | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Payable quarterly; no per‑meeting fees |
| Committee membership fee | $20,000 per committee | Chairs receive additional $20,000 |
| Chair of the Board | +$250,000 | Not applicable to Winston |
| Liaison to Compliance Committee | +$20,000 | Not applicable to Winston |
| Diligence review/strategic oversight | +$7,500 | As assigned |
| MGM China Board service | +$105,000 | Not applicable to Winston |
| Director (2024) | Cash Fees | All Other Compensation (Facility Points) | Total Cash & Perqs |
|---|---|---|---|
| Ben Winston | $137,500 | $35,000 | $172,500 |
All other compensation reflects the fair value of MGM Rewards Points under the Facility Use Policy; reported as income on Form 1099 as required .
Performance Compensation
| Equity Element | Grant Date | Quantity/Type | Grant‑Date Fair Value | Vesting/Terms | Performance Metrics |
|---|---|---|---|---|---|
| Annual equity retainer | May 2024 | 5,261 RSUs | $215,000 | Vest May 2, 2025 | None; time‑based RSU vesting |
| Options | — | — | — | Company did not grant options in 2024; none outstanding at 12/31/24 | — |
Notes:
- Board increased director annual equity from $190,000 to $215,000 and cash retainer from $90,000 to $100,000 in 2024 following FW Cook review to align with peer median .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed for Winston |
| HCCC interlocks/insider participation | None; the proxy states no HCCC member relationships requiring disclosure and no executive officer served on a comp committee/board that employed an MGM HCCC member |
Expertise & Qualifications
- Leadership and industry expertise: Founding partner leading an international production company across theatrical, broadcast, and digital platforms .
- Content/brand/consumer engagement: Award‑winning producer/director across live events, unscripted, and premium specials; relevant to MGM’s entertainment‑led, experiential brand positioning .
- Recognition: 13 Emmys, 35 Emmy nominations; multiple Critics Choice, BRIT, PGA, Rose d’Or, BAFTA awards; Grammy nominee .
Equity Ownership
| Holder (as of 3/14/2025) | Common Shares | RSUs Exercisable/Vesting ≤60 Days | Total Beneficial Ownership | % of Class | Deferred Stock Units |
|---|---|---|---|---|---|
| Ben Winston | 5,330 | 4,209 | 9,539 | <1% | 1,052 |
| Additional Equity Detail | Quantity/Status |
|---|---|
| Unvested RSUs outstanding at 12/31/2024 (from 2024 grant) | 5,261 |
Policies and alignment:
- Director ownership guideline: 5x annual cash retainer within five years; all directors serving as of 12/31/2024 were in compliance or on track .
- Anti‑hedging/anti‑pledging: Directors are prohibited from pledging or hedging MGM securities; short sales and exchange‑traded options also prohibited .
Governance Assessment
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Strengths
- Independence and multi‑committee service (HCCC and Nominating/Corporate Governance) enhance board oversight of compensation, talent, and governance processes .
- Attendance threshold met (≥75%); committee cadence indicates regular engagement (HCCC 6x; Nominating 5x in 2024) .
- Equity‑heavy director pay (annual RSUs) and 5x ownership guideline support alignment; hedging/pledging prohibitions mitigate misalignment risk .
- No compensation interlocks or related‑party transactions involving Winston disclosed, reducing conflict risk .
-
Potential watch items
- Facility Use Policy grants points valued at ~$35,000 per director in 2024; transparent but a visible perquisite that some investors scrutinize; company reports fair value for tax purposes .
- Media/entertainment ties create valuable brand expertise, but investors should continue to monitor related‑party disclosures; current proxy lists none involving Winston .
-
Bottom line
- Winston appears to be an independent, engaged director with relevant consumer/media expertise, serving on key governance and compensation committees, with compensation and ownership structures aligned to shareholders and no disclosed conflicts or interlocks that would undermine investor confidence .