Joey Levin
Director at MGM
Board
About Joey Levin
Independent director at MGM Resorts International and technology/media operator-investor with deep M&A and capital allocation experience. He has led IAC since 2015, chaired Angi, and serves on major public company boards in media and digital consumer sectors. MGM designates him an independent director.
| Profile | Detail |
|---|---|
| Age | 45 |
| Director since | 2020 |
| Years on MGM Board | 6 (as of 2025 annual meeting) |
| Current primary roles | CEO & Director, IAC (through Effective Date no later than May 31, 2025); Chairman of Angi (to be Executive Chairman effective upon the Angi separation or May 31, 2025) |
| Other current public board | Director, Warner Bros. Discovery (since Feb 2025) |
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IAC, Inc. | Chief Executive Officer and Director | CEO since 2015; will cease serving as CEO and director upon Angi separation or by May 31, 2025 (the “Effective Date”) | Led portfolio company creation/spinouts; extensive M&A |
| Angi Inc. | Chairman; will serve as Executive Chairman effective on the Effective Date | Chairman; Executive Chairman effective upon Effective Date | Oversight of strategy and governance |
| Mindspark Interactive (IAC division) | Chief Executive Officer | Not disclosed | Operated IAC business unit |
| Credit Suisse First Boston | Technology M&A Group | Prior to IAC (pre‑2003) | M&A execution |
| Vimeo Inc. | Chairman of the Board | May 2021 – Mar 2023 | Board leadership |
| Match Group, Inc. | Chairman (2015–2021); Director through Sept 2022 | 2015–2022 | Board leadership/oversight |
| Additional past directorships | Director at Groupon, LendingTree, The Active Network (through IPO until sale) | Not disclosed | Board service |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| Warner Bros. Discovery | Director | Feb 2025 | Media/entertainment exposure |
| Angi Inc. | Chairman; to be Executive Chairman | Current; Exec Chair effective upon Effective Date | IAC-controlled; governance oversight |
| IAC, Inc. | CEO & Director | 2015; ending by May 31, 2025 | IAC is ~22.87% owner of MGM |
Board Governance
| Governance Topic | Detail |
|---|---|
| Committee assignments | Finance Committee Chair (current members: Levin (Chair), Barry Diller, Keith A. Meister, Paul Salem, Jan Swartz) |
| Committee scope (Finance) | Oversees long-range financial outlook, capital structure, pricing of debt/equity offerings, annual budget and capital plan, strategies and financing for significant transactions, and relationships with the financial community |
| Independence | Board determined Levin is independent under NYSE rules. In consultation with outside counsel, it considered IAC-related arm’s-length business (Care.com, an IAC subsidiary) in determining independence for Mr. Diller and Mr. Levin |
| Attendance | Each director attended at least 75% of Board and committee meetings in 2024; 10 of 11 directors attended the 2024 annual meeting (virtual) |
| Time commitments | Levin served on four public company boards during a transition period; given his anticipated departure from IAC CEO/board by May 31, 2025, the MGM Board did not believe this impaired his effectiveness |
| Executive sessions | Non-management and independent directors hold regular executive sessions; independent directors meet at least annually in executive session |
Fixed Compensation (Director)
| Year | Cash Retainer | Committee/Chair Fees | Equity Award (RSUs) | Other Compensation | Total |
|---|---|---|---|---|---|
| 2024 | $0 (declined) | $0 | $0 (declined) | $35,000 MGM Rewards Points (facility use policy) | $35,000 |
MGM’s independent director structure in 2024: $100,000 annual cash retainer; $20,000 per committee; $20,000 per committee chair; $215,000 annual equity grant; no per‑meeting fees (caps apply). Levin explicitly declined cash and equity; he accepted only MGM Rewards Points.
Performance Compensation (Director)
| Component | Structure | Performance Metrics | Vesting |
|---|---|---|---|
| Annual director equity | Fixed‑value RSUs ($215,000 in 2024 for other directors) | None (time‑based; not performance‑based) | Typically time-based; 2024 grants vest on May 2, 2025 for annual award; standard RSUs vest over time |
| Levin’s 2024 awards | Declined annual RSUs | N/A | N/A |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Significant stockholder interlock | IAC, Inc. beneficially owned ~22.87% of MGM as of March 14, 2025 |
| IAC-affiliated directors on MGM Board | Barry Diller (Chairman & Senior Executive of IAC) and Joey Levin (CEO of IAC through Effective Date) serve on MGM’s Board |
| Independence consideration | Board, with outside counsel, reviewed arms‑length business between MGM and Care.com (IAC subsidiary) when determining independence of Diller and Levin; both deemed independent |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Leadership | CEO of IAC; Chairman roles at Match and Angi; led multiple business units and public boards |
| Finance/M&A | Significant M&A experience at IAC and Credit Suisse Technology M&A; extensive dealmaking and strategic transactions |
| Digital/Media | Long-standing operator/investor in internet and media platforms (IAC portfolio) |
| Public company governance | Director across several public companies; current WBD director |
Equity Ownership
| Holder | Common Shares | RSUs Exercisable/Vesting ≤60 Days | Total Beneficial Ownership | % of Class | Deferred Stock Units |
|---|---|---|---|---|---|
| Joey Levin | 0 | 0 | 0 | <1% | 0 |
- Director stock ownership guidelines: 5x annual base cash retainer to be accumulated within five years; RSUs count toward guidelines. As of Dec 31, 2024, all directors were in compliance or on track. MGM policy prohibits pledging/hedging by directors.
Shareholder Voting Signals (Support/Engagement)
| Item | For | Against | Abstain | Broker Non‑Votes | Outcome |
|---|---|---|---|---|---|
| 2025 Director election – Joey Levin | 152,466,128 | 3,480,045 | 355,285 | 92,492,347 | Elected (majority of votes cast) |
| 2025 Say‑on‑Pay (advisory) | 150,800,762 | 4,670,272 | 830,424 | 92,492,347 | Approved |
| 2024 Say‑on‑Pay result (for 2023 comp) | Approved by ~95.6% of votes cast | — | — | — | Approved; no major program changes made |
Related-Party & Conflicts Review
- Independence determination explicitly considered IAC-related, arm’s‑length business (Care.com) for Diller and Levin; both determined independent under NYSE rules.
- Principal stockholder: IAC owned ~22.87% of MGM as of March 14, 2025. This concentration plus two IAC-affiliated directors on MGM’s board (Diller and Levin) is a governance consideration for influence/related-party oversight.
- Item 404(a) related-party transactions disclosed since the beginning of 2024 include an employment agreement involving the CEO’s son-in-law; no related-party transactions involving Levin/IAC were disclosed in this section.
Director Compensation Details (Levin)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Declined |
| Committee/Chair fees | $0 | Declined, despite service as Finance Committee Chair |
| Annual equity (RSUs) | $0 | Declined |
| Facility use (MGM Rewards Points) | $35,000 | Fair market value; taxable; policy allows directors to experience properties |
| Total | $35,000 | 2024 director compensation |
Governance Assessment
-
Positives (investor confidence)
- Independent director designated as Finance Committee Chair, directly involved in oversight of capital structure, capital markets activity, and major transactions—highly material to shareholder value.
- Strong shareholder support in 2025 director election (majority of votes cast in favor) and say‑on‑pay approval, indicating broad investor confidence in governance and pay practices.
- Robust governance framework: anti‑pledging/hedging; stock ownership guidelines; regular executive sessions of non‑management/independent directors.
-
Risk indicators and potential red flags (monitor)
- Influence/interlocks: IAC’s ~22.87% ownership and presence of two IAC‑affiliated directors (Levin and Diller) require continued vigilance by independent committees to manage any perceived or actual conflicts; Board independence analysis explicitly addressed this.
- Ownership alignment: Levin reported no MGM common shares or director RSUs/DSUs as of March 14, 2025; while he declines director pay (a positive from a cost/independence perspective), this also limits “skin‑in‑the‑game” optics absent outside share purchases; the company notes all directors are compliant or on‑track under ownership guidelines.
- Overboarding/time commitments: Board acknowledged Levin served on four public company boards during a transition period but concluded this did not impair effectiveness given his planned IAC role changes by May 31, 2025. Continued monitoring is prudent. |
No material related‑party transactions involving Levin were disclosed; independence determinations considered IAC relationships and concluded independence under NYSE/SEC standards.