Daniel J. Taylor
Director at MGM
Board
About Daniel J. Taylor
Daniel J. Taylor (age 68) is an independent director of MGM Resorts International, serving on the Board since 2007; he is a former MGM Studios President and CFO and a former executive of Tracinda Corporation, bringing deep finance and governance experience to the Board . He currently chairs MGM’s Nominating/Corporate Governance Committee, sits on the Audit Committee and the Human Capital & Compensation Committee, and serves as Board liaison to the Company’s Compliance Committee; all Audit Committee members (including Mr. Taylor) are designated “financial experts” under NYSE/SEC rules . He is a director of MGM China (since 2020) and Non‑Executive Chairman of Light Efficient Design (TADD LLC) since 2014; his background includes service as a CPA and Tax Manager at Arthur Andersen focused on entertainment and gaming, reinforcing his financial oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tracinda Corporation | Executive | 2007–2019 | Strategic/owner-operator perspective for MGM legacy shareholder |
| Metro‑Goldwyn‑Mayer Inc. (MGM Studios) | President | Apr 2005–Jan 2006 | Led motion picture/TV/home video operations |
| Metro‑Goldwyn‑Mayer Inc. (MGM Studios) | Senior EVP & CFO | Jun 1998–Apr 2005 | Principal finance executive |
| Arthur Andersen & Co. | Tax Manager and CPA (entertainment/gaming) | 1978–1985 | Technical tax/industry specialization |
| Delta Petroleum Corporation | Director; Non‑Executive Chairman | Director Feb 2008–Aug 2012; Chair May 2009–Aug 2012 | Audit; Nominating & Corporate Governance member |
| Inforte Corp. | Director | Oct 2005–2007 | Board service at public consulting firm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MGM China | Director | Since 2020 | HK‑listed subsidiary; additional Board retainer paid by MGM for service |
| Light Efficient Design (TADD LLC) | Non‑Executive Chairman | Since Jul 2014 | Manufacturer/distributor of LED lighting and EV charging stations |
Board Governance
- Independence: The Board determined Mr. Taylor is independent under NYSE rules; a majority of the Board is independent .
- Committee assignments and chair roles (2024):
- Nominating/Corporate Governance Committee: Chair .
- Audit Committee: Member; all current Audit members are “financial experts,” NYSE/SEC qualified .
- Human Capital & Compensation Committee: Member .
- Compliance Committee liaison: Receives an additional annual retainer for liaison duties .
- Attendance and engagement: In 2024, the Board met 5 times; committees met Audit (8), Human Capital & Compensation (6), Nominating/Corporate Governance (5); each director attended at least 75% of Board and applicable committee meetings; 10 of 11 directors attended the 2024 annual meeting .
- Leadership structure: Chair and CEO roles are separated (Chair: Paul Salem; CEO: Bill Hornbuckle); independent directors hold executive sessions regularly .
- Stock ownership guidelines: Directors are expected to hold stock equal to 5x the base cash retainer within five years; as of Dec 31, 2024 all directors were in compliance or on track .
- Anti‑hedging/pledging: Company policy prohibits pledging and hedging of Company securities by directors; short sales and derivatives trading are also prohibited .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $302,500 | Includes liaison to Compliance Committee retainer ($20,000) and MGM China board service retainer ($105,000) per footnotes . |
| All Other Compensation | $35,000 | MGM Rewards Points under Facility Use Policy (taxable) . |
| Total Cash & Other | $337,500 | Sum of cash fees and other compensation . |
Independent director cash compensation structure (for reference): base annual retainer $100,000; $20,000 per committee membership; $20,000 per committee chair; $20,000 liaison to Compliance Committee; $105,000 for MGM China Board service; $7,500 diligence review retainer; no per‑meeting fees .
Performance Compensation
| Equity Award (2024) | Grant Value | Instrument | Units | Grant Timing | Vesting |
|---|---|---|---|---|---|
| Annual Director Equity | $215,000 | RSUs | 5,261 | May 2024 | Cliff vest May 2, 2025 (time‑based) . |
- Directors may elect to defer equity under the Non‑Employee Director Deferred Compensation Plan; deferred RSUs count toward ownership guidelines .
- Clawback policy applies to incentive‑based compensation consistent with NYSE standards .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles |
|---|---|---|---|
| MGM China | Public (HK) | Director | Not disclosed in MGM proxy . |
| Light Efficient Design (TADD LLC) | Private | Non‑Executive Chair | Not applicable . |
| MGM Growth Properties LLC (prior) | Public (former) | Former Director | Prior service noted in qualifications . |
| Delta Petroleum (prior) | Public (former) | Director; Non‑Exec Chair | Audit; Nominating & Corporate Governance (prior) . |
| Inforte Corp. (prior) | Public (former) | Director | Not specified . |
- Human Capital & Compensation Committee interlocks: None of MGM’s HCCC members (including Mr. Taylor) were officers or employees; no compensation committee interlocks disclosed .
Expertise & Qualifications
- Financial expertise: Audit Committee “financial expert” designation; former CFO of MGM Studios; CPA/tax background in entertainment and gaming at Arthur Andersen .
- Governance leadership: Chair of Nominating/Corporate Governance Committee with responsibility for Board composition, succession, committee membership, and self‑evaluations .
- Industry knowledge: Senior leadership roles across entertainment/media and gaming; experience with regulated markets via MGM China board .
Equity Ownership
| Ownership Detail (as of dates noted) | Shares/Units | Notes |
|---|---|---|
| Common Stock Beneficially Owned | — | “—” in table; less than 1% of class . |
| RSUs Exercisable or Vesting within 60 Days | 5,261 | Counted toward beneficial ownership total of 5,261 shares . |
| Total Shares Beneficially Owned | 5,261 | Less than 1% of class (282,950,593 shares outstanding) . |
| Deferred Stock Units (DSUs) | 79,485 | Payable upon separation; count toward ownership guidelines . |
| RSUs and DSUs Held (12/31/2024 snapshot) | 84,746 | Combined RSUs (2024 grant unvested) and deferred stock units . |
- Ownership guidelines: 5x base retainer within five years; all directors compliant or on track as of Dec 31, 2024 .
- Pledging/hedging: Prohibited for directors by policy .
Governance Assessment
- Strengths: Independent status, long tenure since 2007, and leadership as Chair of Nominating/Corporate Governance support robust oversight of Board composition, succession, and governance practices; dual service on Audit (as a designated “financial expert”) and HCCC concentrates financial, risk, and human‑capital oversight in an experienced director .
- Engagement: Board/committee meeting cadence was substantial in 2024 (Board 5; Audit 8; HCCC 6; Nominating/CG 5), and all directors met the 75% attendance expectation; independent directors meet in regular executive sessions under a split Chair/CEO structure, enhancing independent oversight .
- Incentive alignment: Director pay tilted to equity (annual $215,000 RSUs, time‑based vesting) with stringent ownership, anti‑hedging/pledging, and clawback policies; say‑on‑pay support for executives remained strong at ~95.6% in 2024, signaling shareholder alignment with compensation governance .
- Potential conflicts/related parties: Company disclosed related‑party dealings (e.g., CEO family member employment) but no transactions identified relating to Mr. Taylor; HCCC reported no interlocks or insider participation .
- Board refreshment: Despite Mr. Taylor’s long tenure, the Board has been refreshed (e.g., Keith Barr added Aug 2024; Donna Langley added Mar 2025) and stresses periodic committee refreshment and chair succession .
RED FLAGS: None disclosed specific to Mr. Taylor. No Section 16(a) reporting delinquencies were noted for him, and company policy prohibits pledging/hedging; the Board classifies him as independent and an Audit Committee financial expert .