John M. McManus

About John M. McManus

John M. McManus is MGM Resorts International’s Chief Legal and Administrative Officer and Secretary, serving as a named executive officer (NEO). His current employment agreement is effective September 1, 2022 through August 31, 2026 with a minimum base salary of $900,000 and an annual target bonus equal to 125% of base salary; he is eligible for annual equity grants with an expected grant-date value of $2,250,000, typically 60% PSUs and 40% RSUs . Compensation design emphasizes pay-for-performance using company-specific metrics (Compensation Adjusted EBITDAR) and long-term stockholder return via Absolute and Relative TSR PSUs .

Past Roles

External Roles

• No external public company directorships or roles disclosed for McManus in the cited filings.

Fixed Compensation

Current compensation targets (as of 2024/2025): base salary $900,000; target bonus 125% of salary; eligible for $2,250,000 annual equity grants (60% PSUs/40% RSUs) .

Performance Compensation

McManus’s 2024 actual bonus outcome: salary $900,000; target bonus $1,125,000; actual bonus $1,032,855 (91.8% of target) .

Design highlights:

• Annual bonus: 70% based on full-year Compensation Adjusted EBITDAR (includes MGM China and BetMGM target contributions in 2024); 30% on strategic and social impact goals .
• LTIs: 30% Absolute TSR PSUs (target payout if 3-year TSR ≥25%), 30% Relative TSR PSUs (vs S&P 500), 40% RSUs; RSU vesting changed from 4 years to 3 years for grants after Sept 2024 to support retention .

Equity Grants (2024 awards)

Equity Ownership & Alignment

• Beneficial ownership (Common Stock) and percent of class: | As-of date | Common shares owned | Percent of class | |---|---:|---:| | March 8, 2024 | 63,844 | <1% | | March 14, 2025 | 91,521 | <1% |

• Stock ownership guidelines: CEO 6x salary; other executive officers (incl. McManus) 3x salary; RSUs count toward compliance, PSUs/SARs do not; all NEOs in compliance as of year-end 2024 .

• Hedging/pledging: prohibited for NEOs and directors under the insider trading policy .

• Insider filings: one Form 4 for McManus was filed one day late in 2023 (covering one sale transaction) due to administrative error .

Outstanding Equity & Vesting Schedule (as of 12/31/2024)

Dividend equivalent units accrue on all forms of equity awards, subject to the same vesting/performance conditions .

Employment Terms

• Agreement: Term to Aug 31, 2026; minimum base salary $900,000; target bonus 125%; eligible annual equity grants expected at $2,250,000 (60% PSUs / 40% RSUs) .
• Severance (without good cause by Company or with good cause by executive, unrelated to change-of-control): 1.0x sum of base salary + target bonus (paid over 12 months), one year of continued vesting of unvested equity, and lump-sum equal to 1.5x COBRA cost for 12 months; if terminated after contract end while at-will, lump-sum equal to one year base salary .
• Change-of-control (double-trigger only): non-CEO executives receive 1.5x base + target bonus, lump-sum equal to 24 months of continued health & insurance, full vesting of time-based equity and performance equity remains subject to performance conditions .
• Estimated payouts (hypothetical termination at 12/31/2024):
  • Company terminates without good cause: $5.43mm total (severance $2.025mm; RSU vesting $1.534mm; PSU vesting $1.836mm; other $35k) .
  • Change of control: $8.44mm total (severance $4.163mm; RSU vesting $2.040mm; PSU vesting $2.188mm; other $47k) .
  • Retirement eligibility applies to McManus; continued vesting in full of outstanding PSUs and full RSU vesting per retirement policy; estimated value $2.87mm for RSU and PSU vesting at 12/31/2024 .
• Restrictions: 12-month non-compete and non-solicit post-termination; robust confidentiality, device control and return-of-information provisions; arbitration agreement included in the 2022 employment contract .

Compensation Governance and Policies

• Clawback: NYSE-compliant clawback requiring recovery of erroneously awarded incentive compensation in case of restatement or material noncompliance .
• No golden parachute tax gross-ups; no single-trigger change-of-control; committee discretion to reduce/eliminate annual bonuses; prohibition on short sales, derivative trading, hedging, pledging for NEOs and directors .
• Say-on-pay approval: 95.6% in 2024; 95.57% in 2023 .
• Peer group benchmarking is used for context (gaming, hospitality, restaurant firms); MGM’s relative positioning vs peer group at 12/31/2024: market cap ~27th percentile; revenue ~69th; enterprise value ~41st; employees ~47th percentile .

Perquisites and Other

• 2024 other compensation for McManus: 401(k) match $9,900; insurance premiums/benefits $12,189; personal aircraft use $1,794; total $23,883 .

Investment Implications

• Alignment: Heavy use of PSUs tied to TSR (both absolute and relative) and a majority of annual bonus funded by Compensation Adjusted EBITDAR supports pay-for-performance linkage .
• Retention and selling pressure: RSUs vest annually (3-year for post-Sept 2024 grants), creating recurring share delivery events that could add episodic selling pressure; upcoming scheduled vestings for RSUs (10/2025–10/2027) provide predictable retention hooks .
• Risk safeguards: Double-trigger CoC severance (1.5x) without tax gross-ups, robust clawback, and anti-hedging/pledging policies mitigate governance risk and misalignment concerns .
• Ownership: McManus’s direct shareholding (<1% of outstanding) is modest but combined with RSUs and ownership guideline compliance, indicates baseline alignment; no pledging permitted under policy .

Overall, McManus’s package emphasizes variable, equity-linked pay with TSR and EBITDAR anchors, structured vesting for retention, and standard protections consistent with large-cap gaming/hospitality peers—supportive of alignment, with predictable vesting events to monitor for insider selling cadence .