Keith A. Meister
Director at MGM
Board
About Keith A. Meister
Keith A. Meister (age 52) is Founder, Managing Partner and Chief Investment Officer of Corvex Management LP (since 2010) and has served as an independent director of MGM Resorts International since 2019. Prior roles include Senior Managing Director of Icahn Partners L.P. and affiliated funds (2004–2010), Co‑President of J Net Ventures (2000–2001), and earlier work at NorthStar Capital and Lazard Frères; he chairs the Audit Committee at MGM and serves on the Finance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Icahn Partners L.P. and affiliated funds | Senior Managing Director | Nov 2004 – Aug 2010 | Senior leadership of general partners of Icahn funds |
| J Net Ventures | Co‑President | Jan 2000 – Sep 2001 | Executive leadership |
| NorthStar Capital; Lazard Frères | Investment/Advisory roles | Prior to 2000 | Early finance/investment experience |
| CM Life Sciences I/II/III (SPACs) | Director and Chairman | Prior to 2022 | Board leadership across three SPACs |
| Prior public boards: Yum! Brands; The Williams Companies; ADT; Ralcorp; Motorola/Motorola Mobility | Director | Various (not specified) | Governance experience across diversified industries |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GeneDX Holdings Corp. | Director; Chair of Audit Committee | Since Jan 2022 | Leads audit oversight |
| Vestis | Director; Audit Committee member | Since Jun 2024 | Financial oversight |
| BetMGM (JV) | Director | Since May 2020 | JV board role—information flow between MGM and JV |
| Harlem Children’s Zone | Chairman of the Board | Not specified | Community leadership |
| American Museum of Natural History | Board of Trustees member | Not specified | Non‑profit governance |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under NYSE rules; majority of Board independent; all Audit, HCC, and Nominating Committee members are independent under Company/NYSE/SEC requirements |
| Committees | Audit (Chair); Finance (Member) |
| Committee meeting cadence (2024) | Audit: 8 meetings; Finance: 10 meetings |
| Attendance | Each director attended at least 75% of Board and committee meetings during service period; 10 of 11 then current directors attended last year’s virtual annual meeting |
| Audit Committee remit | Oversight of financial reporting, internal controls, auditor independence, compliance, and procedures to mitigate risks related to cybersecurity, data protection, and AI; Committee members designated financial experts and NYSE/SEC qualified |
| Audit Committee Report | Recommended inclusion of audited FY2024 financials in Form 10‑K; signed by Chair Keith Meister and committee members |
Fixed Compensation
| Component | Structure (2024) | Meister Actual (2024) |
|---|---|---|
| Annual base cash retainer | $100,000 | Included in total cash |
| Committee service fee | $20,000 per committee | Included in total cash |
| Committee chair fee | $20,000 | Included in total cash |
| Compliance liaison fee | $20,000 (if applicable) | Not indicated for Meister |
| Diligence/strategic oversight fee | $7,500 | Included in total cash |
| MGM China board fee | $105,000 (if applicable) | Not indicated for Meister |
| Per‑meeting fees | None | N/A |
| All other compensation | MGM Rewards Points fair value: $35,000 | $35,000 |
| Total cash earned | — | $157,500 (portion deferred under Director DCP, footnote F) |
| 2024 total director compensation | — | $407,500 (cash + stock awards + other) |
Performance Compensation
| Equity Award | Grant Date | Units/Value | Vesting |
|---|---|---|---|
| Annual RSU grant | May 2024 | 5,261 RSUs; $215,000 grant date fair value | Vests May 2, 2025 |
| Director equity program | 2024 policy | Annual equity incentive award targeted at $215,000 (RSUs) | Standard director equity; omnibus plan cap $750,000 ($1,000,000 in initial year/Chair) |
Notes • Footnote (F): “All or a portion of these amounts were deferred pursuant to the Company’s Deferred Compensation Plan for Non‑Employee Directors.”
• Facility Use Policy: Independent directors receive MGM Rewards Points annually; fair value reported for tax; policy extends points for up to three years post‑service for eligible departing directors .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Public company boards | GeneDX (Audit Chair); Vestis (Audit member) |
| JV board | BetMGM director (JV of MGM/Entain)—potential information flow benefits; standard alignment with gaming strategy |
| Committee interlocks at MGM | Finance Committee includes Joey Levin and Barry Diller; Board considered independence of Diller/Levin given arms‑length relationships (Expedia/IAC/Care.com); Board concluded independence under NYSE rules |
Expertise & Qualifications
| Dimension | Evidence |
|---|---|
| Leadership | Managing Partner/CIO of Corvex; prior senior roles at Icahn entities |
| Finance/markets | Capital markets, strategic development, risk management expertise |
| Industry | Prior board service in casino/gaming industry; BetMGM JV director |
| Public company governance | Extensive director and committee experience across industries |
| Designation | Audit Committee members are “financial experts”; Chair role adds audit oversight depth |
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Common stock beneficially owned (3/14/2025) | 5,687,478 shares | 2.01% of class (based on 282,950,593 shares outstanding) |
| Ownership structure | Held for accounts of private investment funds advised by Corvex; Corvex’s general partner is controlled by Mr. Meister (footnote F) | |
| RSUs exercisable/vesting within 60 days | — | None shown for Meister |
| Deferred stock units (DSUs) | 57,123 units (incl. DEUs) | As of 12/31/2024 |
| Director stock ownership guideline | 5x annual base cash retainer within 5 years; RSUs count; all directors compliant or on track as of 12/31/2024 |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Qty | Price | Ownership Type | Post‑Txn Holding | Source |
|---|---|---|---|---|---|---|---|
| 2025‑10‑02 | 2025‑09‑30 | Award (DSUs) | 1,154.0681 | $0.00 | Direct | 60,789.5166 | |
| 2025‑09‑11 | 2025‑09‑11 | Sale (Common) | 242,000 | $35.42 | Indirect | 5,385,478 |
Governance Assessment
- Board effectiveness: As Audit Chair and Finance Committee member, Meister influences financial integrity, controls, auditor oversight, and capital structure. Audit’s remit explicitly covers cybersecurity/data protection/AI risk procedures, elevating technical risk governance—strong signals for oversight robustness .
- Independence and engagement: Classified independent; all relevant committees composed of independent directors; directors met attendance expectations (≥75%)—baseline governance quality standard met .
- Compensation alignment: 2024 mix shows balanced cash ($157,500) and equity ($215,000 RSUs) with standard vesting; use of deferral (DSUs) and ownership guidelines (5x base retainer) support alignment; MGM Rewards Points disclosed and taxed—transparent perquisite policy .
- Ownership and potential conflicts (RED FLAGS to monitor): Significant beneficial ownership via Corvex‑advised funds (2.01% of shares) and control of Corvex GP may create perceived conflicts when Finance Committee decisions (e.g., capital allocation) intersect with fund interests; disclosure is clear, but continued monitoring advisable . Recent indirect sale (242k shares at $35.42 on 9/11/2025) indicates active portfolio management—neutral in isolation but relevant for alignment tracking .
- Related‑party exposure: Board explicitly reviewed independence for directors with external corporate ties (Diller/Levin) and maintained independence determinations; no Item 404 related‑party transactions disclosed for HCC members; no loans or pledging disclosures identified for Meister in proxy—no specific related‑party red flags disclosed .
Overall: Meister brings activist‑investor discipline and audit/financial oversight expertise. Independence, attendance, and transparent compensation/perquisite policies support investor confidence; monitor intersection of Corvex holdings with capital structure decisions and any future BetMGM JV considerations for potential conflicts .