Rose McKinney-James
Director at MGM
Board
About Rose McKinney-James
Rose McKinney-James (age 73) is an independent director of MGM Resorts International, serving on the Board since 2005. She is Managing Principal of Energy Works Consulting LLC and McKinney James & Associates, with prior leadership roles in Nevada state government and renewable energy, and currently chairs MGM’s Corporate Social Responsibility & Sustainability Committee and serves on the Human Capital & Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corporation for Solar Technologies and Renewable Resources | President & CEO | Former; 5 years | Led solar/renewable energy initiatives |
| Nevada Public Service Commission | Commissioner | Former | Utility and regulatory oversight |
| Nevada Department of Business and Industry | Director | Former | State economic and regulatory leadership |
| Employers Holdings, Inc. | Director; Chair, Board Governance & Nominating; Member, Finance | 2005–June 2013 | Governance leadership at public insurer |
| Nevada State Bank Public Finance | Director of Marketing & External Affairs | 2007–2013 | Public finance outreach |
| CLEAResult | Director; Audit Committee member | 2020–2023 | Energy efficiency services oversight |
| US Energy Foundation | Board Chair; Chair, Governance & Nominating | 2020–2022 | Policy and philanthropy governance |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| Ioneer Ltd. (public) | Director | Jan 2021 | Member, Remuneration; Chair, Environmental Health Safety & Sustainability Committee |
| Pacific Premier Bancorp (public) | Director | Mar 2022 | Member, Nominating & Governance; Enterprise Risk Committee |
| Toyota Financial Savings Bank | Committee Member | Current | Member, Audit & Risk; Chair, CRA Committee |
| MGM Grand Detroit, LLC (subsidiary) | Director | Current | Receives $10,000 annual retainer |
| Las Vegas Stadium Authority | Director | 2024 | Public infrastructure governance |
Board Governance
- Independence: The Board determined Ms. McKinney-James is independent under NYSE rules; all committees she serves on require independence .
- Committees and roles (as of 12/31/24): Chair, Corporate Social Responsibility & Sustainability; Member, Human Capital & Compensation .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024; Board committees met: Audit (8), Human Capital & Compensation (6), Nominating/Corporate Governance (5), CSR & Sustainability (4), Finance (10) .
- Stock ownership guidelines: Directors must hold shares equal to 5x annual cash retainer within five years; all directors were compliant or on track as of 12/31/24 .
- Anti-hedging/pledging: Company policy prohibits hedging and pledging by directors; short sales and derivatives are also prohibited .
- Section 16 reporting: One Form 4 for issuance of deferred stock units was filed one day late due to administrative error (also affected two other directors) .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Cash fees | $167,500 (includes $10,000 MGM Grand Detroit retainer) |
| All other compensation | $35,000 (MGM Rewards Points fair value under Facility Use Policy) |
| Total cash & other | $202,500 |
| Notes | All or a portion may be deferred under the Non-Employee Director Deferred Compensation Plan |
Performance Compensation
| Equity Grant (2024) | Grant Date | Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU award | May 2024 | 5,261 | $215,000 | Vests on May 2, 2025 |
| Deferral election (availability) | — | — | — | Directors may defer RSUs into deferred stock units |
No option awards or performance-conditioned director equity were disclosed for independent directors in 2024; director equity is time-based RSUs with vesting as noted .
Other Directorships & Interlocks
- Public company boards: Ioneer Ltd.; Pacific Premier Bancorp .
- Interlocks/conflicts: The proxy discloses no compensation committee interlocks or related-party transactions involving Ms. McKinney-James; HCCC members were independent and had no relationships requiring Item 404 disclosure . No related party transactions involving her were disclosed; the only 2024–2025 related-party item involved a CEO family member employment arrangement (unrelated to Ms. McKinney-James) .
Expertise & Qualifications
- Leadership and governance: Former CEO of a renewable energy non-profit; chairs MGM’s CSR & Sustainability Committee .
- Government and regulatory: Led two Nevada state agencies; former utility regulator (Nevada PSC) .
- Financial and risk oversight: Service on public company boards and bank audit/risk committees; prior finance committee experience at a public insurer .
- Industry familiarity: Former director of Mandalay Resort Group prior to its acquisition by MGM .
Equity Ownership
| Ownership (as of 3/14/2025) | Shares/Units | Percent of Class |
|---|---|---|
| Common stock beneficially owned | 1,760 | <1% |
| RSUs exercisable/vesting within 60 days | — | — |
| Total shares beneficially owned | 1,760 | <1% |
| Deferred stock units (incl. DEUs) | 64,856 | n/a (excludes from beneficial ownership) |
- Ownership alignment: Director stock ownership requirement of 5x annual cash retainer; directors were compliant or on track as of 12/31/24 .
- Pledging/hedging: Prohibited for directors by policy .
Governance Assessment
-
Strengths supporting investor confidence:
- Independent, long-tenured director with deep public policy and sustainability expertise; chairs CSR & Sustainability and serves on HCCC—committees central to ESG oversight and pay design .
- Clear alignment mechanisms: meaningful annual RSU grant ($215,000) and ownership guidelines; anti-hedge/pledge policy in place .
- Board and committee structure/refreshment appear robust; all applicable committee members independent; annual self-evaluations and majority voting standard .
- Company-wide say-on-pay support was strong (95.6% approval in 2024), signaling shareholder support for compensation governance framework she helps oversee .
-
Potential watch items:
- One-day late Form 4 for a deferred stock unit issuance due to administrative error; low severity but noted for completeness .
- Multiple external commitments (public and private boards/committees); MGM’s policy expects adequate time commitment, and there’s no indication of non-compliance; attendance threshold met (≥75%) .
-
Related-party/conflict review:
- No related-party transactions disclosed involving Ms. McKinney-James; HCCC interlocks/insider participation not present; independence affirmed by the Board .