Paul Salem
Chair of the Board at MGM
Board
About Paul Salem
Paul Salem (age 61) is Chair of the Board at MGM Resorts International (Chair since 2020; director since 2018). He is an independent director under NYSE rules and chairs executive sessions of non-management directors. Salem is Senior Managing Director Emeritus at Providence Equity Partners and Co‑Founder/CEO of Salem Capital Management; his background spans private equity, corporate finance (Morgan Stanley), and credit (co‑founded Benefit Street Partners). His qualifications emphasize leadership and finance experience in media/communications and prior public company board service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Providence Equity Partners | Senior Managing Director; later Senior Managing Director Emeritus | 1992–2019; Emeritus since 2019 | Established Providence’s European office (1999); co‑founded Benefit Street Partners (2008) |
| Salem Capital Management | Co‑Founder and CEO | Since 2019 | Investment leadership (private capital) |
| Morgan Stanley | Corporate Finance and M&A | Prior to 1992 | Transactional experience (M&A/corporate finance) |
| Prudential Investment Corporation | Investment professional | Four years prior to Morgan Stanley | Credit/investment experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Woods Hole Oceanographic Institute | Chair of the Board | Current | Oversees ocean discovery and research leadership |
| Salem Foundation | Executive Director | Current | Philanthropy leadership |
| Carney Institute for Brain Science (Brown University) | Advisory Board Member | Current | Scientific advisory engagement |
| Year Up (non‑profit) | Former Chair | Prior | Workforce opportunity nonprofit leadership |
| Edesia Global Nutrition (non‑profit) | Former Board Member | Prior | Global nutrition governance |
Board Governance
- Role/independence: Independent director; Chair of the Board; chairs executive sessions of non‑management directors and sets executive session agendas.
- Committee assignments (as of 12/31/24): Member—Audit Committee; Member—Finance Committee; not on Human Capital & Compensation or Nominating/Corporate Governance; all Audit members designated financial experts. Meetings in 2024: Audit (8), Finance (10).
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; Board met five times.
- Executive sessions: Non‑management directors can convene executive sessions at every Board meeting; independent directors also meet at least annually in independent‑only session.
- Director stock ownership guidelines: 5× annual cash retainer within five years; all directors in compliance or on track as of 12/31/24.
- Anti‑hedging/pledging: Company policy prohibits pledging and hedging by directors and Section 16 officers; Clawback policy aligned with NYSE standards.
- Board composition context: Two of MGM’s largest shareholders (together ~25% of shares as of 3/14/25) are represented on the Board, indicating significant shareholder presence in governance.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash fees | $387,500 | Includes $250,000 annual retainer for service as Board Chair (balance reflects committee/other standard director fees per structure) |
| Equity grant (RSUs) | $215,000 | Annual equity retainer; 5,261 RSUs granted in May 2024, vesting May 2, 2025 |
| Other compensation | $35,000 | MGM Rewards Points under Facility Use Policy (taxable per policy) |
| Total | $637,500 | Sum of components above |
Independent Director Compensation Structure (2024):
- Annual retainer: $100,000; Board Chair additional: $250,000; Committee service: $20,000 per committee; Committee chair: $20,000; Compliance Committee liaison: $20,000; Diligence review fee: $7,500; MGM China Board: $105,000; Annual equity award: $215,000; Plan cap: $750,000 (up to $1,000,000 for initial year and for Board Chair).
Performance Compensation
| Equity Type | Performance Metrics | Vesting/Terms | 2024 Grant Detail |
|---|---|---|---|
| RSUs (Director annual grant) | None (time‑based) | Vest on May 2, 2025 (2024 grant); directors may elect deferral into deferred stock units under director plan | 5,261 RSUs; grant‑date fair value $215,000 (May 2024) |
Note: MGM’s performance‑metric program (EBITDAR, TSR PSUs, etc.) applies to executives, not directors. Director equity is not performance‑based.
Other Directorships & Interlocks
| Company/Organization | Role | Status |
|---|---|---|
| MGM Growth Properties LLC | Former Chairman | Prior public company role (REIT affiliate) |
| Grupo TorreSur; Asurion; Eircom; Madison River Telecom; MetroNet (formerly AT&T Canada); PanAmSat; Tele1 Europe; Verio; Wired Magazine; Education Management Corporation | Director (various) | Prior directorships at Providence portfolio/public companies |
No related‑party transactions involving Salem were disclosed under Item 404; the 2025 proxy lists one related‑person employment involving the CEO’s son‑in‑law (not related to Salem).
Expertise & Qualifications
- Leadership/finance: Senior Managing Director Emeritus at Providence; co‑founded Benefit Street Partners; broad financing and strategic transaction expertise.
- Sector experience: Media, communications, education, information industries; extensive portfolio/board oversight experience.
- Governance: Former chairman of a publicly listed affiliate (MGM Growth Properties LLC).
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Common stock beneficially owned (as of 3/14/25) | 1,702,500 shares | Less than 1% of outstanding shares |
| RSUs exercisable/vesting within 60 days | — | None shown for Salem in vest‑within‑60‑days column |
| Deferred stock units (incl. DEUs) | 103,958 units | DSUs excluded from beneficial ownership per table; counts toward ownership guidelines |
| Hedging/pledging | Prohibited | Applies to directors under Company policy |
Say‑on‑Pay & Shareholder Feedback
| Year | Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|---|
| 2025 | Advisory vote to approve NEO compensation | 150,800,762 | 4,670,272 | 830,424 | 92,492,347 |
| 2024 | Advisory vote (prior year NEO pay) | ~95.6% approval | — | — | — |
Following 2024’s meeting, MGM’s Nominating & Corporate Governance Chair and management conducted outreach with top holders (~21% of shares) to discuss governance/compensation; major holders (together ~25%) are represented on the Board.
Risk Indicators & Red Flags
- Section 16(a) compliance: One Form 4 for Salem (issuance of deferred stock units) was filed one day late due to administrative error.
- Perquisites: Directors receive MGM Rewards Points annually and for three years post‑service (if conditions met); taxable and reported per policy.
- Shareholder concentration on Board: Two of the largest shareholders (together ~25%) are represented on the Board, which can influence governance dynamics; however, Board confirms independence determinations per NYSE/SEC standards.
- Hedging/pledging: Prohibited, which reduces alignment risk; Clawback policy in place.
Related‑Party Exposure
- Item 404 review framework described; no Salem‑related transactions disclosed. The only disclosed related‑party employment since 2024 involved the CEO’s son‑in‑law (President International Marketing; later President & COO, The Cosmopolitan).
Director Compensation Structure Analysis
- 2024 changes: Annual equity retainer increased to $215,000 (from $190,000) and cash retainer to $100,000 (from $90,000) to align with peer median per F.W. Cook.
- Mix: For Salem, 2024 pay mix is weighted to cash due to Board Chair retainer ($250,000) plus director/committee fees; equity retainer remains standardized across directors not declining compensation.
- Caps: Omnibus plan caps overall director compensation at $750,000 (higher cap for Chair).
Insider Trades
- Reported activity: Proxy notes a late Form 4 for Salem (issuance of deferred stock units) filed one day late due to administrative error; no additional Form 4 transaction details are disclosed in the proxy.
Governance Assessment
- Strengths: Independent Chair with deep finance/transactions background; Audit and Finance Committee memberships with “financial expert” designation; robust anti‑hedging/pledging and clawback policies; director ownership guidelines with compliance/on‑track status; structured director pay with clear caps; strong say‑on‑pay support.
- Watch items: Administrative late Section 16 filing; perquisite use of facilities (modest); concentrated shareholder representation on Board warrants continued monitoring for potential perceived influence, though independence is affirmatively determined.