Keith Barr
Director at MGM
Board
About Keith Barr
Keith Barr (age 54) is an independent director of MGM Resorts International, appointed in 2024, and formerly served as CEO of IHG Hotels & Resorts from July 2017 to June 2023; he previously held senior roles at IHG including Chief Commercial Officer and CEO of Greater China, and he sits on advisory boards at Cornell University’s SC Johnson College of Business . He joined MGM’s Board in August 2024 and received an initial RSU grant at that time, reflecting alignment with shareholder interests through equity-based director pay .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IHG Hotels & Resorts | Chief Executive Officer | Jul 2017 – Jun 2023 | Led a global hotel organization with thousands of hotels in 100+ countries |
| IHG Hotels & Resorts | Chief Commercial Officer | 4 years (prior to CEO role) | Oversaw commercial strategy and performance |
| IHG Hotels & Resorts (Greater China) | Chief Executive Officer | 4 years | Led expansion and operations in Greater China |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| Yum! Brands | Non‑Executive Director | Jan 2020 – Present | Management Planning & Development Committee |
| Cornell University SC Johnson College of Business | Advisory Boards Member | Ongoing | Academic/industry linkage |
Board Governance
- Independence: The Board determined Keith Barr is independent under NYSE rules; all members of key committees (Audit, Human Capital & Compensation, Nominating/Governance) are independent .
- Committee assignments: Audit Committee member; Human Capital & Compensation Committee member (appointed Jan 8, 2025) .
- Attendance: In 2024, the Board met five times; each director attended at least 75% of Board and applicable committee meetings. Committee meetings held in 2024: Audit (8), Human Capital & Compensation (6), Nominating/Governance (5), CSR & Sustainability (4), Finance (10) .
- Stock ownership guidelines: Directors are expected to reach 5× annual cash retainer within five years; all directors serving as of Dec 31, 2024 were compliant or on track .
- Executive sessions: Independent directors meet in executive session regularly; current Chair (Paul Salem) leads these sessions .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (retainer/committee, pro‑rated) | $60,000 | Pro‑rata due to August 2024 appointment; standard annual independent director cash retainer is $100,000 |
| Facility use benefits (MGM Rewards Points) | $26,250 | Provided under Facility Use Policy; reported for tax on Form 1099 as required |
- Independent director cash structure (reference): Annual retainer $100,000; $20,000 per committee; $20,000 for committee chair; Chair of Board +$250,000; Compliance liaison +$20,000; diligence oversight +$7,500; MGM China Board +$105,000; no per‑meeting fees .
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant‑Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (initial join grant) | Aug 2024 | 4,082 RSUs | $161,239 | Vests May 7, 2025 |
Director equity awards are time‑based RSUs; there are no performance‑conditioned awards for directors. This design provides alignment via share ownership and vesting, not operational metrics .
Company‑level performance metrics (oversight context for Human Capital & Compensation Committee):
| Metric | Weight | 2024 Outcome | Payout Impact |
|---|---|---|---|
| Compensation Adjusted EBITDAR | 70% for most NEOs; 50% for President, Interactive | $4,259,561,000 | ~88.3% of target for EBITDAR component |
| Strategic Plan execution | 20% (most NEOs) | Achieved (100%) | 100% of component |
| Social Impact & Sustainability goals | 10% (most NEOs) | Achieved (100%) | 100% of component |
- Clawbacks and risk controls: NYSE‑compliant clawback policy; anti‑hedging and anti‑pledging prohibitions for directors/Section 16 officers; no golden‑parachute tax gross‑ups; double‑trigger CoC policy .
Other Directorships & Interlocks
| Entity | Relationship to MGM | Potential Interlock/Conflict Considerations |
|---|---|---|
| Yum! Brands | Unrelated consumer restaurant company; Barr serves as NED | No related‑party transactions disclosed involving Barr; no disclosed supplier/customer conflicts with MGM |
| Cornell SC Johnson College of Business | Academic advisory role | Advisory roles are non‑commercial; no conflict disclosed |
Expertise & Qualifications
- CEO‑level leadership of a global hotel franchising/management enterprise; deep hospitality operations and commercial strategy experience .
- Greater China market leadership and growth experience; relevant to MGM’s global expansion ambitions .
- Public company board experience; committee service at Yum! Brands .
- Finance experience through M&A, investments, and strategic transactions at IHG .
Equity Ownership
| Holder | Common Shares | RSUs vesting within 60 days | Deferred Stock Units | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| Keith Barr | — | — | 4,082 | — | <1% |
- RSU/DSU status: 4,082 RSUs outstanding as of Dec 31, 2024 (not fully vested); scheduled to vest May 7, 2025; directors may elect deferral under the Deferred Compensation Plan .
- Ownership guidelines: 5× cash retainer within five years; directors must retain 50% of net after‑tax shares until compliant; all directors were compliant or on track as of Dec 31, 2024 .
- Hedging/pledging: Prohibited for directors under insider trading policy .
Governance Assessment
- Board effectiveness: Barr adds top‑tier global hospitality and commercial expertise, relevant to MGM’s integrated resorts and international strategy; his appointments to Audit and Human Capital & Compensation strengthen oversight of financial reporting and pay‑for‑performance governance .
- Alignment: Initial RSU grant and ownership guidelines support long‑term alignment; no performance equity for directors mitigates short‑term risk incentives .
- Independence and attendance: Independent under NYSE standards; met minimum attendance expectations; Board/committee structure emphasizes independent oversight .
- Say‑on‑Pay signal: 2024 say‑on‑pay passed with ~95.6% approval, indicating strong shareholder support for compensation governance framework overseen by the Board/Human Capital & Compensation Committee .
- Related‑party exposure: No related‑party transactions disclosed involving Barr; facility use benefits are governed by policy and reported for tax compliance .
Red Flags
- None disclosed specific to Barr: no pledging/hedging, no related‑party transactions, and independence affirmed by the Board .