Donna Langley
Director at MGM
Board
About Donna Langley
Donna Langley (age 57) was appointed to the MGM Resorts International Board on March 12, 2025 and is classified by the Board as an independent director. She is Chairman of NBCUniversal Entertainment & Studios and previously served as Chief Content Officer of NBCU Studio Group and Chairman of Universal Filmed Entertainment Group. Notable achievements include leading negotiations with the WGA and SAG-AFTRA to help end the dual strikes in 2023 and overseeing global creative strategy and business operations across NBCUniversal’s film, streaming, and television slates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NBCUniversal Entertainment & Studios | Chairman | Not disclosed | Leads programming and marketing oversight; global creative strategy and operations |
| NBCU Studio Group | Chief Content Officer | Not disclosed | Enterprise “greenlight” leadership; business operations, production, acquisitions, distribution |
| Universal Filmed Entertainment Group | Chairman | Not disclosed | Resulted in years of record profitability at NBCU; content leadership |
| Industry labor negotiations | Lead negotiator | 2023 | Helped end dual WGA and SAG-AFTRA strikes |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| American Film Institute | Board of Trustees | Current |
| Motion Picture Association | Board of Trustees | Current |
| SAG-AFTRA Foundation | Entertainment Industry Council | Current |
| Vital Voices Global Ambassadors Program | Ambassador; prior Board member since 2013 | Current |
| USC School of Cinematic Arts | Chair, Board of Councilors | Current |
| Recognitions | TIME 100; Fortune 100 Most Powerful Women; DBE (Dame Commander) 2020 | Current/past honors |
Board Governance
- Appointment and independence: Board size increased to 13 and Donna Langley was appointed March 12, 2025; the Board determined she is independent under NYSE standards .
- Committees: As of the 2025 proxy, the HCCC and Nominating/Corporate Governance committee rosters did not include Langley; post-appointment committee assignments for Langley were not disclosed in the proxy .
- Attendance and engagement: In 2024 the Board met 5 times; each then-serving director attended at least 75% of Board and committee meetings; Langley’s 2024 attendance is not applicable (joined 2025). Directors are expected to attend annual meetings; 10 of 11 then-current directors attended last year .
- Board leadership and executive sessions: Roles of Chair and CEO are separated (Chair: Paul Salem; CEO: William J. Hornbuckle). Independent directors meet in executive session regularly .
- Shareholder engagement and say-on-pay: 2024 say-on-pay approved by ~95.6%; ongoing outreach by Nominating/Corporate Governance Chair and management, including to holders representing ~21% of shares, with two major holders (together ~25%) represented on the Board .
- Policies: Anti-hedging and anti-pledging policies; director stock ownership guidelines; proxy access; code of conduct; committee independence standards .
Fixed Compensation
| Component | 2024 Structure | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Increased from $90,000 in 2024 to reflect market median |
| Board Chair additional retainer | $250,000 | For service as Chair of the Board |
| Committee membership fee | $20,000 per committee | Applies to each committee served |
| Committee chair fee | $20,000 | Additional to membership fee |
| MGM China Board service | $105,000 | If applicable |
| Compliance liaison | $20,000 | If designated |
| Diligence/strategic oversight fee | $7,500 | For targeted diligence areas |
| Per-meeting fees | None | |
| Facility use benefits | MGM Rewards Points (taxable, 1099) | Many directors recorded ~$35,000 in “All Other Compensation” for 2024 tied to points |
| Annual equity award cap | Director comp capped at $750k; $1.0m cap in initial year/chair | Plan caps; not per se cash |
Notes specific to Langley: She joined in March 2025 and did not receive 2024 director compensation; 2025 director compensation amounts for her were not disclosed in the 2025 proxy .
Performance Compensation
| Equity Element | 2024 Design | Vesting |
|---|---|---|
| Annual equity retainer | RSUs with grant-date value $215,000 | 5,261 RSUs granted to most non-management directors in May 2024; vest on May 2, 2025 |
| Performance Metric | Weight | Definition | Threshold/Target/Max |
|---|---|---|---|
| N/A for non-employee directors | N/A | Non-employee director equity awards are time-based RSUs; no performance metrics apply | N/A |
Notes specific to Langley: As of March 14, 2025, she held 1,734 RSUs “exercisable or vesting within 60 days,” reflecting initial equity upon appointment; specific grant date and vesting schedule beyond “within 60 days” were not detailed in the proxy .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Langley in the 2025 proxy |
| Non-profit/industry boards | AFI (Trustee); Motion Picture Association (Trustee); SAG-AFTRA Foundation EIC; Vital Voices (Ambassador/Board since 2013); USC SCA (Chair, Board of Councilors) |
| Potential interlocks/conflicts noted by MGM | Proxy discussed independence considerations for other directors (IAC/Expedia, Carnival), but did not cite any related-party issues for Langley; Board determined Langley is independent |
Expertise & Qualifications
- Leadership and industry: Senior leadership of large-scale, regulated entertainment businesses with oversight of programming, marketing, acquisitions, production, and distribution .
- Strategic execution: Enterprise “greenlight” authority; negotiated resolution of major industry labor actions in 2023 .
Equity Ownership
| Holder | Common Stock | RSUs Exercisable or Vesting within 60 Days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Donna Langley | 0 | 1,734 | 1,734 | * (less than 1%) |
Stock ownership guidelines for directors: 5x annual cash retainer to be accumulated by December 31 of the fifth year following Board entry; RSUs count toward compliance; directors must retain 50% of net after-tax shares until satisfied. As of Dec 31, 2024, all then-serving directors were compliant or on track; Langley, appointed in 2025, is subject to the five-year guideline going forward .
Governance Assessment
-
Positives for investor confidence
- Independence affirmed; no related-party transactions disclosed for Langley; robust code of conduct and committee independence standards .
- Strong ownership alignment framework: 5x retainer guideline, anti-hedging/anti-pledging, and equity retainer in RSUs; initial RSUs held by Langley indicate early progress on alignment .
- Board leadership separation and regular executive sessions support independent oversight; high say-on-pay support (95.6%) signals shareholder approval of compensation governance .
-
Watch items
- Committee assignments for Langley were not detailed in the 2025 proxy; monitor subsequent filings for her committee roles and chair responsibilities that drive board effectiveness .
- Time commitments: company policy limits external board service for full-time executives; while no concerns were flagged regarding Langley, continued monitoring is prudent given her senior operating role at NBCUniversal .
- Perquisites: MGM Rewards Points are routinely provided to independent directors and are taxable; while common at MGM, investors often scrutinize non-cash benefits for optics .
-
RED FLAGS
- None disclosed specific to Langley: no related-party transactions, pledging/hedging, or attendance issues identified; independence affirmed .
Appendix: Committee Context and Board Operations
- Committee memberships as of 12/31/24 (pre-appointment): Audit; Human Capital & Compensation (Herman Chair; all independent); Nominating/Corporate Governance (Taylor Chair; all independent); Corporate Social Responsibility & Sustainability; Finance; with total 2024 meetings: Audit 8, HCCC 6, Nominating 5, CSR&S 4, Finance 10 .
- HCCC scope includes executive compensation policy, succession (non-CEO), clawback policy amendments, and CD&A oversight—relevant to board oversight quality that Langley will participate in as a director even if not a member .
Sources: MGM Resorts International 2025 Proxy Statement (DEF 14A) dated March 28, 2025 .