Gary Fritz
Chief Commercial Officer and President, MGM Digital at MGM
Executive
About Gary Fritz
Gary Fritz is Chief Commercial Officer and President, MGM Digital (formerly President, Interactive), responsible for global digital gaming strategy including BetMGM and LeoVegas; he previously led gaming strategy at IAC and held senior roles at Expedia and McKinsey. He holds an MBA from MIT and a bachelor’s degree from the University of Pennsylvania, and sits on the boards of BetMGM and LeoVegas . His 2024 annual bonus funded at 89.1% of target, driven by 50% weighting to Compensation Adjusted EBITDAR and 50% strategic goals; Compensation Adjusted EBITDAR achieved 88.3% of target (actual $4,260M vs target $4,469M) . 2021–2024 PSUs paid 67.69% for Absolute TSR and 0% for Relative TSR for Fritz (shares issued: 22,005 absolute; none relative) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IAC | Head of Gaming | — | Led global gaming strategy and expansion plans |
| Expedia Group | Senior strategy/execution roles | — | Led multinational growth initiatives |
| McKinsey & Company | Strategy consultant | — | Global strategy and expansion expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BetMGM | Board Director | — | Oversight of digital gaming JV performance |
| LeoVegas | Board Director | — | Governance of international iGaming operations |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 382,830 | 1,250,000 | 1,250,000 |
| Target Bonus (%) | 100% | 100% | 100% |
| Actual Bonus Paid ($) | 312,500 | 1,398,418 | 1,114,369 |
| Stock Awards Grant-Date FV ($) | 3,750,000 | 3,750,000 | 3,750,000 |
| All Other Compensation ($) | 9,361 | — | 7,910 |
| Total Compensation ($) | 4,454,691 | 6,398,418 | 7,122,279 |
| Forward-Looking Terms | 2025+ |
|---|---|
| Base Salary ($) | 1,500,000 (effective 10/1/2025) |
| Target Bonus (%) | 175% (effective 10/1/2025) |
| Annual Equity Eligibility ($) | 4,500,000 per year (50% PSUs / 50% RSUs) |
| One-time RSU Grant | 25,000 RSUs vesting 10/1/2026 |
| Incremental Bonus Payouts >150% | Paid in fully vested Deferred RSUs (DRSUs) over 3 years |
Performance Compensation
| Annual Bonus Component (2024) | Weighting | Target | Actual | Payout / Funding |
|---|---|---|---|---|
| Compensation Adjusted EBITDAR ($M) | 50% | 4,469 | 4,260 | 88.3% of Target |
| Execution of Digital Strategy | 40% | n/a | n/a | 87.5% funding |
| Promote Employees & Culture | 10% | n/a | n/a | 100% funding |
| Total Funding | 100% | — | — | 89.1% |
| 2024 LTI Grants (Grant Date 10/7/2024) | Units | Grant-Date FV ($) | Vesting |
|---|---|---|---|
| RSUs | 36,497 | 1,500,000 | 10/7/2025, 10/7/2026, 10/7/2027 |
| Absolute TSR PSUs | 25,985 | 1,125,000 | 10/7/2027, subject to performance |
| Relative TSR PSUs | 24,727 | 1,125,000 | 10/7/2027, subject to performance |
| 2021–2024 PSU Outcomes (Fritz) | Grant Date | Target Shares | Performance | Shares Issued |
|---|---|---|---|---|
| Absolute TSR PSU | 12/01/2021 | 32,511 | 67.69% | 22,005 |
| Relative TSR PSU | 12/01/2021 | 32,511 | 0.0% | — |
2024 program design: For Fritz, annual bonus weighting remained 50% on Compensation Adjusted EBITDAR and 50% on strategic/operational goals; maximum payout opportunity is 200% of target .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Common) | 66,344 shares (as of 3/14/2025) |
| Ownership % of Outstanding | <1% (based on 282,950,593 shares) |
| RSUs/PSUs Exercisable/Vesting within 60 days | None listed for Fritz in table |
| Stock Ownership Guidelines | 3x base salary for executive officers (RSUs count; PSUs do not) |
| Compliance Status | All NEOs compliant as of 12/31/2024 |
| Pledging/Hedging | Prohibited for NEOs/executives/directors |
| Options | None outstanding as of 12/31/2024 |
| Outstanding Equity Awards (12/31/2024) | Units | Value ($) | Scheduled Vesting |
|---|---|---|---|
| RSU (L) | 15,005 | 519,923 | 12/1/2025 |
| RSU (B) | 24,503 | 849,029 | 10/3/2025, 10/3/2026 |
| RSU (C) | 30,579 | 1,059,562 | 10/2/2025, 10/2/2026, 10/2/2027 |
| RSU (M) | 14,132 | 489,674 | 9/11/2025, 9/11/2026, 9/11/2027 |
| RSU (D) | 36,497 | 1,264,621 | 10/7/2025, 10/7/2026, 10/7/2027 |
| Absolute TSR PSU (E) | 35,129 | 1,062,092 | 10/3/2025 (performance-based) |
| Relative TSR PSU (F) | 33,018 | 790,678 | 10/3/2025 (performance-based) |
| Absolute TSR PSU (G) | 33,070 | 797,400 | 10/2/2026 (performance-based) |
| Relative TSR PSU (H) | 30,935 | — | 10/2/2026 (performance-based) |
| Absolute TSR PSU (I) | 25,985 | 696,015 | 10/7/2027 (performance-based) |
| Relative TSR PSU (J) | 24,727 | 300,831 | 10/7/2027 (performance-based) |
2024 vesting realized by Fritz: 37,450 RSUs ($1,465,175) and 22,005 PSUs ($843,672) .
Employment Terms
- 2022 Agreement: Term to Sept 30, 2026; base salary $1,250,000; target bonus 100%; annual equity $3,750,000 (expected 40% RSUs/60% PSUs); potential $2,000,000 bonus (50% RSUs/50% cash) tied to launching defined digital offering; 50% earned in Aug 2024 via Playtech live dealer agreement; remaining 50% contingent on further milestones .
- 2025 Agreement: Effective Oct 1, 2025; role elevated to Chief Commercial Officer and President, MGM Digital; base salary $1,500,000; target bonus 175% with DRSU treatment for payouts above 150%; annual equity eligibility $4,500,000 (50% PSUs/50% RSUs); one-time 25,000 RSU grant vesting at 1 year; additional incentives: $2,000,000 for BetMGM trailing 12-month Adjusted EBITDA and $500,000 for defined digital offering (each split 50% cash/50% RSUs) .
- Severance Policy (general): 1.0x base salary + target bonus (12 months); one year continued vesting of unvested equity; 1.5x COBRA cost for 12 months; definitions of Good Cause by both parties; no single-trigger change-of-control benefits (double trigger applies) .
- Special Acquisition Severance (Fritz): If terminated following consummation of material digital gaming/interactive acquisition (or Good Cause due to required relocation outside U.S.), severance is 2.0x base + target bonus paid over 24 months, plus 1.5x COBRA cost for 12 months (lump sum), with continued vesting as in company termination without good cause; total estimated $9,766,158 .
- Change-of-Control Benefits (double trigger): Estimated total for Fritz $12,861,865 (severance, RSU/PSU vesting, other) .
- Non-compete/Non-solicit: 12-month non-compete/non-solicit post-termination or post-term; confidentiality obligations survive termination .
- Clawbacks: Subject to incentive recovery policies and other clawbacks (e.g., Dodd-Frank) .
Investment Implications
- Alignment: Significant equity mix (RSUs/PSUs) and ownership guidelines (3x salary) with pledging/hedging prohibited, plus double-trigger CoC design, support shareholder alignment and reduce governance risk .
- Retention: 2025 agreement increases guaranteed elements (salary) and at-risk components (target bonus 175%, larger equity eligibility, one-year RSU), alongside 12-month non-compete—indicates strong retention focus and confidence in digital strategy execution .
- Performance Levers: Annual bonus hinges on Compensation Adjusted EBITDAR and execution of digital strategy (Brazil JV, Tipico acquisition, Playtech content), creating direct pay-for-performance link to digital growth; 2024 funding at 89.1% suggests balanced outcomes amid EBITDAR shortfall vs target .
- Selling Pressure: Material scheduled RSU/PSU vestings through 2025–2027 (e.g., RSUs on 10/7/2025/2026/2027; PSUs on 10/3/2025, 10/2/2026, 10/7/2027); 2024 realized vesting of ~$2.31M may imply periodic liquidity needs, though ownership retention requirements mitigate near-term selling .
- Execution Risk: Management commentary indicates concentrated investment in Brazil within MGM Digital, with breakeven elsewhere; success of Brazil and global content strategy (Playtech “Live from Vegas”, branded games) is pivotal for incentive outcomes and value creation .