Jonathan S. Halkyard
MGM Resorts InternationalAbout Jonathan S. Halkyard
Jonathan S. Halkyard, 60, is Chief Financial Officer and Treasurer of MGM Resorts International, serving in the role since January 2021. He previously held senior finance and operating roles at Extended Stay America (CEO 2018–2019; CFO 2015–2017; COO 2013–2015), NV Energy (CFO 2012–2013), and Caesars Entertainment (including CFO 2006–2012) . Company performance metrics relevant to his compensation include 2024 relative TSR at the 8th percentile vs. S&P 500 and net income of $1,064,608 thousand; pay-versus-performance volatility in prior years reflects equity-based pay design emphasizing TSR . For 2024 annual incentives, Compensation Adjusted EBITDAR was $4,259,561,000 versus a $4,469 million target (88.3% funding on the financial component), with strategic goals funded at 100% and his total bonus payout at 91.8% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MGM Resorts International | CFO & Treasurer | 2021–present | Oversees capital structure, liquidity, reporting, risk management; signatory to SOX 302/906 certifications . |
| Extended Stay America / ESH Hospitality | CEO; CFO; COO | 2013–2019 | Led turnaround and operations; progressed from COO to CFO to CEO . |
| NV Energy | CFO | 2012–2013 | Managed utility finance functions . |
| Caesars Entertainment | CFO; various finance roles | 1999–2012 | Managed finance in a large, regulated gaming enterprise . |
External Roles
No external public-company directorships or committee roles are disclosed for Mr. Halkyard in MGM’s filings reviewed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | Forward (new agreement) |
|---|---|---|---|---|
| Base Salary ($) | $966,849 | $1,100,000 | $1,100,000 | $1,250,000 (effective 10/1/2025) |
| Target Bonus (% of Salary) | 150% | 150% | 150% | 150% |
| Employment Agreement Term End | Feb 1, 2026 | Feb 1, 2026 | Feb 1, 2026 | Sep 30, 2029 |
Performance Compensation
Annual Bonus Design and 2024 Outcomes (Halkyard)
| Component | Weight | Threshold | Target | Max | Actual | Funding |
|---|---|---|---|---|---|---|
| Compensation Adjusted EBITDAR ($mm) | 70% | 3,575 | 4,469 | 5,139 | 4,260 | 88.3% |
| Strategic Plan Execution | 20% | n/a | n/a | n/a | Achieved | 100% |
| Social Impact & Sustainability | 10% | n/a | n/a | n/a | Achieved | 100% |
| Total Payout vs Target | 100% | — | — | — | — | 91.8% |
Design notes:
- 2024 financial goal included MGM China and BetMGM components (ownership-adjusted) and allowed specific adjustments for new market launches; one adjustment approved (BetMGM Netherlands launch) .
- For 2025, weighting to financial goal increases to 75% for most NEOs (Halkyard included), with a modified funding curve around target and inclusion of Brazil venture Boa Lion .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Common Stock Beneficially Owned | 75,648 shares; <1% of class |
| RSUs Vesting within 60 Days | — (none listed for 60-day window) |
| Deferred Stock Units | — (none listed) |
| Executive Ownership Guideline | 3x base salary; RSUs count, PSUs do not |
| Compliance Status (as of 12/31/24) | All NEOs in compliance |
| Pledging/Hedging | Prohibited for NEOs and directors |
Stock Vested in 2024 (Liquidity Implication)
| Type | Shares Vested | Value Realized |
|---|---|---|
| RSUs | 24,150 | $992,192 |
| PSUs | 11,447 | $462,802 |
Outstanding Equity & Vesting Schedules (as of 12/31/24)
| Award | Units | Vesting Schedule |
|---|---|---|
| RSU (K) | 7,690 | 2/1/2025 |
| RSU (B) | 17,969 | 50% on 10/3/2025, 50% on 10/3/2026 |
| RSU (C) | 22,425 | 1/3 annually on 10/2/2025, 10/2/2026, 10/2/2027 |
| RSU (D) | 26,764 | 1/3 annually on 10/7/2025, 10/7/2026, 10/7/2027 |
| Absolute TSR PSU (E) | 25,762 | Cliff on 10/3/2025, performance-based |
| Relative TSR PSU (F) | 24,214 | Cliff on 10/3/2025, performance-based |
| Absolute TSR PSU (G) | 24,251 | Cliff on 10/2/2026, performance-based |
| Relative TSR PSU (H) | 22,686 | Cliff on 10/2/2026, performance-based |
| Absolute TSR PSU (I) | 19,056 | Cliff on 10/7/2027, performance-based |
| Relative TSR PSU (J) | 18,133 | Cliff on 10/7/2027, performance-based |
Notes:
- Company granted no options in 2024 and had no options outstanding at year-end .
- 2021 PSU results paid out at ~72.05% for Absolute TSR and ~51.23% for Relative TSR cohorts (illustrating performance sensitivity) .
Performance Compensation (LTIs)
| 2024 Grant (Halkyard) | Grant Date | Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| RSU | 10/07/2024 | 26,764 | $1,100,000 | 1/3 annually over 3 years |
| Absolute TSR PSU | 10/07/2024 | 19,056 | $825,000 | 3-year cliff; payout 0–160% based on absolute TSR; target at 25% TSR |
| Relative TSR PSU | 10/07/2024 | 18,133 | $825,000 | 3-year cliff; payout based on percentile vs S&P 500 (cap at 100% if absolute TSR negative unless ≥75th percentile) |
Employment Terms
| Term/Provision | Details |
|---|---|
| Role & Term | CFO through Sept 30, 2029 under new agreement effective Oct 1, 2025 |
| Base Salary & Target Bonus | $1,250,000 base; 150% target bonus; excess over 150% paid in fully vested DRSUs (installments) |
| Annual Equity Eligibility | For 2025–2028, targeted ~$3,125,000/year (50% PSUs, 50% RSUs) subject to Committee discretion |
| Severance (no CoC) | If terminated without cause or by executive for good cause: salary + target bonus (paid over 12 months); plus 1.5x COBRA cost for 12 months; requires release |
| Change-of-Control Policy | Double-trigger; 1.5x salary+target bonus; 24 months benefits; full vest of time-based awards; PSUs remain performance-based |
| Estimated Severance (12/31/24) | Without cause: $6,026,990 total; With CoC: $11,088,223 total (illustrative based on YE valuations) |
| Covenants | 12-month non-compete and non-solicit post-termination/term; confidentiality continues; DTSA notice included |
| Clawback | Compliant with NYSE standards; recovery of erroneously awarded incentive comp upon restatement |
| No Tax Gross-ups | No golden parachute excise tax gross-ups |
Compensation & Perquisites
| Year | Salary | Stock Awards | Non-Equity Incentive | All Other | Total |
|---|---|---|---|---|---|
| 2022 | $966,849 | $2,750,000 | $2,017,774 | $41,017 | $5,775,640 |
| 2023 | $1,100,000 | $2,750,000 | $1,969,651 | $20,895 | $5,840,546 |
| 2024 | $1,100,000 | $2,750,000 | $1,514,854 | $19,023 | $5,383,877 |
All Other (2024) details:
- 401(k) match: $9,900; Insurance premiums/benefits: $8,701; Other perquisites (state withholding reimbursements): $422 .
Governance & Shareholder Feedback
- Say-on-pay approval for 2023 NEO compensation in 2024: ~95.6% support .
- Compensation practices emphasize pay-for-performance (TSR-weighted PSUs) and stock ownership; anti-hedging/anti-pledging; no options; no single-trigger CoC; use of independent consultant (F.W. Cook) .
Track Record & Execution Context
- Financial stewardship highlights include extension and upsizing of revolving credit facility (maturity to Feb 2029; capacity +$610 million to $2.285 billion) and senior note refinancings; continued share repurchases (33 million shares in 2024) .
- Digital strategy integration and market launches (BetMGM in new markets; Brazil venture; Tipico U.S. platform acquisition) tie into bonus strategic goals .
Investment Implications
- Alignment: Ownership guidelines (3x salary), anti-pledging, TSR-heavy LTIs, and double-trigger CoC reduce misalignment risk; high say-on-pay support indicates investor acceptance of pay design .
- Retention & Pressure: New 2025–2029 agreement increases fixed pay and multi-year equity eligibility; near-term vesting of RSUs/PSUs (2025–2027 cliffs) represents scheduled supply but not necessarily selling; options absent removes repricing risk .
- Performance Levers: Bonus driven by Compensation Adjusted EBITDAR (now 75% weighting in 2025) and strategic execution gives line-of-sight; inclusion of MGM China, BetMGM, and Brazil venture measures ties incentives to digital and international expansion .
- Risk Flags: No hedging/pledging; no tax gross-ups; clawbacks in place; severance multiples moderate by industry standards; change-of-control remains double-trigger—limited red-flag governance concerns from disclosures .