Jan G. Swartz
Director at MGM
Board
About Jan G. Swartz
Jan G. Swartz (age 55) is an independent director of MGM Resorts International, serving on the Board since 2018 (7 years of service as of the 2025 annual meeting) . She is Executive Vice President of Strategic Operations at Carnival Corporation, with prior roles including Group President of Holland America Group and President of Princess Cruises, bringing deep global leisure, operations, and digital transformation experience to MGM’s boardroom . The Board affirmatively determined she is independent under NYSE rules, considering her role at Carnival and MGM’s arms‑length business relationship with Carnival in consultation with outside counsel .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carnival Corporation | EVP, Strategic Operations; leader of sustainability function | Current | Oversees strategy and land operations including Alaska lodges; leads corporate sustainability . |
| Holland America Group (Carnival) | Group President (Princess Cruises, Holland America Line, Seabourn, Carnival Australia) | 2020–2023 | Led multi‑brand portfolio; global operations oversight . |
| Princess Cruises & Carnival Australia | Group President | 2016–2020 | Regional leadership and brand stewardship . |
| Princess Cruises | President | 2013–2016 | Led brand; operational and customer strategy . |
| Princess Cruises | EVP, Sales, Marketing & Customer Service | 2008–2013 | Commercial leadership . |
| Princess Cruises (Carnival) | VP Strategy & Business Development | 2001–2008 | Led deal evaluation/integration for Carnival’s acquisition of P&O Princess (2002) . |
| MXG Media | Chief Executive Officer | 1999–2000 | CEO of interactive entertainment company . |
| Bain & Company | Associate/Consultant/Manager | 1992–1999 | Strategy and performance improvement . |
| Princess Cruises (selected impact) | International expansion; digital | — | Led Princess expansion across Asia (11 offices); co‑led Ocean Medallion digital initiative (award‑winning IoT platform) . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Carnival Corporation | EVP, Strategic Operations | Current | Public company executive; independent status at MGM considered with arms‑length Carnival relationship . |
| Princess Cruises Community Foundation | President | Prior | Philanthropic leadership noted in bio . |
Board Governance
- Independence: Determined independent by the Board under NYSE rules; Board specifically reviewed her Carnival role and an arms‑length business relationship between MGM and Carnival in reaching its conclusion .
- Committees (as of 12/31/24): Nominating/Corporate Governance (member); Finance (member) .
- Committee responsibilities:
- Nominating/Corporate Governance: Director selection, governance guidelines, CEO succession planning recommendations, board/committee self‑evaluations, continuing education .
- Finance: Capital structure, long‑range financial outlook, annual budget/capital plan, pricing of debt/equity offerings, transaction financing, financial community relations .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024; the Board met five times, with 2024 committee meetings as follows—Audit (8), Human Capital & Compensation (6), Nominating/Corporate Governance (5), Corporate Social Responsibility & Sustainability (4), Finance (10) .
- Director stock ownership guidelines: 5x annual base cash retainer within five years; all directors were compliant or on track as of 12/31/24 .
- Anti‑hedging/pledging: Prohibited for directors under the Company’s insider trading policy .
Fixed Compensation
| Component (2024) | Amount | Detail/Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $137,500 | Reported director cash fees for 2024 . |
| Annual Cash Retainer (structure) | $100,000 | Independent director structure (payable quarterly) . |
| Committee Service (structure) | $20,000 per committee | Additional annual retainer per committee membership . |
| Committee Chair (structure) | $20,000 | Additional annual retainer if serving as chair (not applicable to Swartz) . |
| Liaison/Other (structure) | $7,500 diligence; other listed roles | Applied selectively per role; structure disclosed . |
| All Other Compensation (MGM Rewards Points) | $0 | No points reported for Ms. Swartz in 2024 (Facility Use Policy described) . |
- 2024 policy changes: Board increased independent director annual equity grant from $190,000 to $215,000 and cash retainer from $90,000 to $100,000 to align with peer median .
Performance Compensation
| Equity Award (2024) | Grant | Vesting | Notes |
|---|---|---|---|
| RSUs (annual director grant) | 5,261 units ($215,000 grant‑date fair value) | Vests May 2, 2025 | Annual equity retainer granted May 2024; directors receive RSUs, not performance‑conditioned awards . |
- Director equity at MGM is service‑based RSUs; no director‑specific performance metrics apply to these awards .
Other Directorships & Interlocks
| Category | Entity | Role | Interlock / Conflict Considerations |
|---|---|---|---|
| Public company executive role | Carnival Corporation | EVP Strategic Operations | Board considered MGM’s arms‑length business relationship with Carnival and still determined Ms. Swartz is independent under NYSE rules . |
| Public company board seats | — | — | None disclosed for Ms. Swartz in the proxy . |
Expertise & Qualifications
- Leadership/operations: Senior executive leadership across large global leisure brands; led multi‑brand operations (Princess, Holland America Line, Seabourn, Carnival Australia) .
- Strategy/digital: Co‑led Carnival’s Ocean Medallion digital transformation; experience in growth strategy and digital initiatives across consumer services .
- Global expansion: Led Princess Cruises’ Asia expansion with 11 offices across key markets .
- Sustainability: Leads sustainability function at Carnival, relevant to MGM’s governance and ESG oversight needs .
Equity Ownership
| Holding Type | Amount | Notes |
|---|---|---|
| Common Stock (incl. trusts) | 55,142 | Includes 19,858 shares held in trust (H). |
| RSUs exercisable/vesting within 60 days | 5,261 | Expected vest within 60 days of record; director RSUs . |
| Total Beneficially Owned | 60,403 | Less than 1% of shares outstanding . |
| Deferred Stock Units | — | No DSUs listed for Ms. Swartz in the table . |
| Ownership guideline status | In compliance/on track | All directors in compliance or on track as of 12/31/24 . |
Governance Assessment
- Board effectiveness: Finance Committee seat positions Ms. Swartz to influence capital structure, financing, and capital allocation; Nominating/Corporate Governance role supports board composition and CEO succession processes—both material to investor confidence in oversight and strategy execution .
- Independence and conflicts: The Board, with outside counsel, specifically evaluated her Carnival role and an arms‑length MGM–Carnival relationship and concluded she remains independent—mitigating conflict‑of‑interest concerns but warranting ongoing monitoring of any material commercial ties between MGM and Carnival .
- Engagement/attendance: Directors (including Ms. Swartz) met the ≥75% meeting attendance threshold in 2024, and her committees were active (Nominating: 5 meetings; Finance: 10 meetings), supporting engagement signals .
- Alignment and incentives: Director pay structure balanced cash ($137,500 for Ms. Swartz) and equity (5,261 RSUs; $215,000 fair value; one‑year vest), with ownership guidelines (5x cash retainer) and prohibitions on hedging/pledging—favorable alignment and risk controls for long‑term value .
- Red flags: No related‑party transactions involving Ms. Swartz disclosed; no Section 16 delinquency noted for her; anti‑pledging/hedging mitigates alignment risk; continued monitoring advised for potential MGM–Carnival dealings given her executive role at Carnival .
- Broader governance context: Say‑on‑pay support was ~95.6% in 2024, indicating positive investor sentiment toward MGM’s compensation governance framework (context for overall governance climate) .