William J. Hornbuckle
MGM Resorts InternationalAbout William J. Hornbuckle
William J. Hornbuckle, age 67, is Chief Executive Officer and President of MGM Resorts International and has served on the Board since 2020; he earned a bachelor’s degree in hotel administration from the University of Nevada, Las Vegas . Under his leadership in 2024, MGM reported record consolidated net revenues and record Segment Adjusted EBITDAR at MGM China; BetMGM generated over $2 billion in top-line revenue, and MGM repurchased 33 million shares, reducing shares outstanding by more than 40% since 2021 . Key performance markers tied to compensation included Compensation Adjusted EBITDAR of $4,259.6 million for 2024, net income of $1,064.6 million, TSR of 105.11 (vs. $100 base at 12/31/2019), and relative TSR at the 8th percentile for 2024 . Governance highlights: Chair and CEO roles are separated (Paul Salem is Chair; Hornbuckle is CEO), which mitigates dual-role independence concerns; independent directors meet in executive sessions regularly .
Past Roles
| Organization | Role | Years (disclosed) | Strategic Impact |
|---|---|---|---|
| MGM Resorts International | CEO & President; Acting CEO & President (Mar–Jul 2020); President & COO; President; Chief Customer Development Officer; Chief Marketing Officer | CEO since Jul 2020; Acting Mar–Jul 2020; President & COO Mar 2019–Mar 2020; President since Dec 2012; CMO Aug 2009–Aug 2014 | Led strategic plan, capital allocation, and digital initiatives; elevated guest experience and loyalty program metrics |
| Mandalay Bay Resort & Casino | President & COO | Apr 2005–Aug 2009 | Operated a flagship Las Vegas resort through expansion and brand positioning |
| MGM MIRAGE–Europe | President & COO | n/a | Advanced international gaming operations in the UK |
| MGM Grand Hotel & Casino; Caesars Palace | President & COO | n/a | Led operations at major Las Vegas properties |
| Mirage Resorts (Golden Nugget; Mirage; Laughlin; Treasure Island; MGM Grand) | Progressive senior ops roles incl. VP Hotel Ops; President; EVP & COO | Selected period 1998–2001 noted for MGM Grand role | Built operating discipline across multiple properties; drove large-scale operations |
External Roles
| Organization | Role | Years (disclosed) | Notes |
|---|---|---|---|
| MGM China (HK-listed) | Director since 2011; Chairperson 2020–May 2023; Co-Chairman since May 2023 | 2011–present | Board leadership across Macau operations |
| MGM Growth Properties LLC | Director | 2016–Mar 2020 | REIT oversight prior to consolidation |
| PLAYSTUDIOS, Inc. | Director | Jun 2021–Dec 2021 | Digital gaming exposure |
| GBank Financial Holdings | Founder & Board Member; Chair of Compensation Committee | Since Mar 2007 | Financial services governance |
| U.S. Travel and Tourism Advisory Board | Chair | 2022–2024 | National industry advisory leadership |
| U.S. Travel Association | National Chair | 2025 | Sector advocacy and leadership |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary | $2,000,000 | Per employment agreement term to Aug 31, 2026 |
| Target Bonus % | 200% of salary | CEO target bonus level per agreement |
| Actual Annual Bonus Paid (Cash + any dRSUs) | $3,672,373 | Funded at 91.8% of target based on 2024 metrics |
| Annual Equity Grant Target | $10,000,000 | Expected 40% RSUs, 60% PSUs |
Performance Compensation
| Annual Bonus Metric (FY 2024) | Weight | Threshold | Target | Maximum | Actual | Funding (% of Target) |
|---|---|---|---|---|---|---|
| Compensation Adjusted EBITDAR ($ millions) | 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 Execution | 10% | n/a | n/a | n/a | Achieved | 100% |
| Total Bonus Funding | 100% | 91.8% |
| Long-Term Incentive (LTI) | Weight | Design | Vesting |
|---|---|---|---|
| Absolute TSR PSUs | 30% | Payout scales from 0% to 160% based on 3-year absolute TSR; target pays at 25% TSR | Cliff at 3 years; payout schedule provided |
| Relative TSR PSUs | 30% | Payout scales 0–150% based on 3-year TSR rank vs S&P 500; capped at 100% if absolute TSR negative unless ≥75th percentile | Cliff at 3 years |
| RSUs | 40% | Service-based | 3 equal annual tranches (3-year vesting for grants Sept 2024+; changed from 4 years) |
| 2024 Equity Grants (Awarded Oct 7, 2024) | Units | Grant-Date Fair Value |
|---|---|---|
| RSUs | 97,324 | $4,000,000 |
| Absolute TSR PSUs | 69,293 | $3,000,000 |
| Relative TSR PSUs | 65,938 | $3,000,000 |
| PSU Results (2011 grants measured over 2021–2024) | Target Shares | Payout % | Shares to be Issued |
|---|---|---|---|
| Absolute TSR PSUs (granted 10/4/2021) | 51,288 | 72.05% | 36,950 |
| Relative TSR PSUs (granted 10/4/2021) | 47,051 | 51.23% | 24,104 |
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Total Beneficial Ownership | 616,923 shares | Includes 172,781 shares held in trust; <1% of shares outstanding |
| RSUs Vesting within 60 Days | — | None indicated for CEO |
| Unvested RSUs (selected schedules) | 17,980 vests 10/4/25; 65,343 vests 10/3/25 & 10/3/26; 81,545 vests 10/2/25–10/2/27; 97,324 vests 10/7/25–10/7/27 | From outstanding equity awards table |
| Unvested PSUs (selected schedules) | Absolute TSR PSUs: 93,677 (10/3/25), 88,185 (10/2/26), 69,293 (10/7/27); Relative TSR PSUs: 88,048 (10/3/25), 82,493 (10/2/26), 65,938 (10/7/27) | Performance-based vesting at measurement dates |
| Stock Ownership Guidelines | CEO must hold ≥6x base salary; retain 50% of net after-tax shares until compliant | All NEOs were in compliance as of 12/31/2024 |
| Hedging/Pledging | Prohibited | Insider trading policy bans hedging and pledging; no options outstanding in 2024 |
Employment Terms
| Term | Detail |
|---|---|
| Agreement Term | Through Aug 31, 2026; base salary $2,000,000; target bonus 200% |
| Annual Equity Eligibility | $10,000,000 (40% RSUs; 60% PSUs at Committee discretion) |
| Severance (No Cause / Good Reason) | 1.5x salary + 1.5x target bonus, paid over 12 months (CEO); continued vesting under award forms; subject to release |
| Change-of-Control Policy | Double-trigger; CEO: 2.0x salary+target bonus; 24 months health benefits; full vesting of time-based awards; PSUs remain subject to performance; others: 1.5x salary+target bonus |
| Estimated Benefits (12/31/2024) | Death/Disability: $24.81M; Company Terminates Without Good Cause: $24.04M; Good Reason: $24.04M; Change of Control plus qualifying termination: $34.86M; Retirement Policy vesting: $12.78M |
| Clawback | Compliant with NYSE listing standards; recovery required for erroneous incentive comp |
| Perquisites | Personal aircraft use allowed with cap; 2024 personal aircraft incremental cost $131,078 (below $250,000 cap); other benefits as disclosed |
Board Governance (Director Service)
- Board service: Director since 2020; not independent (management). Committee matrix shows no committee assignments for Hornbuckle; Board had five committees in 2024, all composed of independent directors .
- Board leadership: Roles of Chair and CEO separated; Paul Salem serves as Chair. Independent directors meet in executive sessions at each board meeting; Chair leads executive sessions. If roles were combined in the future, Board would appoint a strong lead independent director .
- Attendance: Each director attended ≥75% of Board and committee meetings in 2024; directors expected to attend annual meeting .
- Director compensation: Company employees receive no director compensation .
Performance & Track Record
| Metric (FY 2024 context) | Value | Notes |
|---|---|---|
| Compensation Adjusted EBITDAR (for bonus funding) | $4,259,561,000 | 2024 “Actual” for bonus program; 88.3% funding on this component |
| Net Income | $1,064,608,000 | Per Pay vs Performance table |
| TSR (Value of $100 initial investment since 12/31/2019) | $105.11 | Company TSR series |
| Relative TSR Percentile | 8th percentile | One-year vs S&P 500 constituents |
| Say-on-Pay Approval (2024 vote on 2023 NEO comp) | 95.6% | High investor support; no significant program changes |
| Strategic Achievements | Marriott alliance; record Segment Adjusted EBITDAR at MGM China; BetMGM >$2B top-line; 33M share buybacks in 2024 | Management letter highlights |
Compensation Structure Analysis
- Pay mix and at-risk design: Equity comprises ~63% of CEO target direct compensation; majority of LTI is performance-based (TSR absolute and relative), reinforcing stock price alignment; RSU vesting shortened to 3 years in Sept 2024 to support retention and market alignment .
- Performance metrics: 2024 annual bonus heavily weighted to Compensation Adjusted EBITDAR (70%) and strategic/social impact goals (30%); funding curve and digital adjustments refined for 2025 to accommodate digital growth volatility (Compensation Adjusted EBITDAR weighting increased to 75% for most NEOs) .
- Governance safeguards: No single-trigger CoC; no golden parachute excise tax gross-ups; anti-hedging/anti-pledging; clawback policy in place .
- Peer group: Gaming, hospitality, restaurant peers selected by revenue and EV criteria; MGM ranked ~69th percentile revenue, 41st percentile EV, 27th percentile market cap vs peers as of 12/31/2024; Committee references peer data without strict percentile benchmarking .
Related Party Transactions and Red Flags
- Related party: CEO’s son-in-law, Sean Lanni, employed under a three-year agreement at $600,000 base salary; appointed President & COO of The Cosmopolitan of Las Vegas effective Feb 19, 2024; oversight under Audit Committee’s related party policy .
- Risks monitored: Prohibition of pledging/hedging reduces misalignment risk; robust cybersecurity risk oversight and incident response processes; compensation risk assessments performed annually .
Equity Vesting and Potential Selling Pressure
| Award Type | Selected Upcoming Vest Dates (Hornbuckle) | Quantity |
|---|---|---|
| RSUs | 10/4/2025 | 17,980 |
| RSUs | 10/3/2025, 10/3/2026 | 65,343 |
| RSUs | 10/2/2025, 10/2/2026, 10/2/2027 | 81,545 |
| RSUs | 10/7/2025, 10/7/2026, 10/7/2027 | 97,324 |
| PSUs (Absolute TSR) | 10/3/2025; 10/2/2026; 10/7/2027 | 93,677; 88,185; 69,293 |
| PSUs (Relative TSR) | 10/3/2025; 10/2/2026; 10/7/2027 | 88,048; 82,493; 65,938 |
- Implication: Three-year RSU vest cadence starting 2024 increases annual vesting quantum through 2027, which can create recurring sell windows; however, ownership guidelines require retention of 50% of net after-tax shares until compliance, partially mitigating sell pressure .
Employment Economics (Severance & CoC)
| Scenario (12/31/2024, CEO) | Severance | RSU Vesting | PSU Vesting | Other | Total |
|---|---|---|---|---|---|
| Death or Disability | $6,000,000 | $9,084,953 | $9,725,250 | — | $24,810,203 |
| Company Terminates Without Good Cause | $9,000,000 | $6,836,768 | $8,159,456 | $45,280 | $24,041,504 |
| CEO Terminates With Good Cause | $9,000,000 | $6,836,768 | $8,159,456 | $45,280 | $24,041,504 |
| Change of Control + Qualifying Termination | $16,000,000 | $9,084,953 | $9,725,250 | $45,280 | $34,855,483 |
| Retirement Policy Vesting | — | $5,712,676 | $7,067,041 | — | $12,779,717 |
Investment Implications
- Alignment: Heavy TSR-based PSU mix and strict anti-hedging/anti-pledging policies align CEO incentives with long-term shareholder value; high say-on-pay support (95.6%) indicates investor acceptance of pay design .
- Retention vs liquidity: RSU vest term reduction to 3 years enhances retention but increases near-term vesting cadence; ownership guidelines and compliance status lessen immediate selling pressure risk .
- Change-of-control terms: Double-trigger, 2.0x cash multiple and full time-based vesting offer security but avoid single-trigger acceleration; no tax gross-ups lowers governance risk .
- Performance sensitivity: 2024 bonus funding driven by Compensation Adjusted EBITDAR (88.3% funding) and strategic milestones (100% funding), while one-year relative TSR was weak (8th percentile), suggesting near-term market performance lag despite operational achievements and buybacks; this places more emphasis on future TSR realization for PSU payouts (2024–2027 cycles) .