Steven Zanella
PLAYSTUDIOSAbout Steven J. Zanella
Steven J. Zanella, age 55, has served on the MYPS Board since December 21, 2021; he previously served on the board of Old PLAYSTUDIOS from June 2020 to June 2021 . He is President of Operations at MGM Resorts International, overseeing regional properties, sports/sponsorships, and strategic partnerships; prior roles include Chief Commercial Officer, President & COO of CityCenter, President of Core Properties, and President & COO of MGM Grand Detroit . Education: B.S. in Hotel Administration (UNLV) and MBA (Michigan Ross, 2014) . The Board cites his 30+ years in hospitality and gaming as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MGM Resorts International | President of Operations; previously President of MGM Resorts Operations | Current; prior progression since 1991 | Leads regional operations, sports, sponsorships, strategic partnerships; drives Citywide Event Strategy and Marriott relationship |
| MGM Resorts International | Chief Commercial Officer | Prior to President roles | Oversaw Sports & Sponsorships, Brand Marketing, Direct Marketing, Group Sales, Revenue Management, Social Media, Loyalty and Commercial Strategy |
| CityCenter (ARIA & Vdara) | President & COO | 2019–2020 | Managed daily operations and strategic direction of ultra-luxury resorts |
| MGM Grand Detroit | President & COO | 2013–2016 | Led day-to-day operations; culture and service initiatives |
| MGM Grand Las Vegas | SVP Marketing | Prior | Senior marketing leadership |
| Beau Rivage | VP Slots; Director Slot Marketing & Player Development | Prior | Operations and player development leadership |
| The Mirage | Domestic Marketing Administrator, Table Games | Early career | Marketing administration |
External Roles
| Organization | Role | Public company? | Notes |
|---|---|---|---|
| MGM Resorts International | President of Operations | Yes (NYSE: MGM) | Senior operating executive; MGM is a MYPS stockholder and commercial partner (marketing/IP) |
Board Governance
- Board size/votes: Zanella re-elected at 2025 Annual Meeting; votes “For” 361,308,535; “Withheld” 2,714,543; broker non-votes 32,543,970 .
- Independence: MYPS is a “controlled company” (Pascal/affiliates >50% voting power), but the Board states it is not using exemptions; independent directors in 2024: Murren, Krikorian, Horowitz, Mencher (4 of 6); in 2025: Krikorian, Horowitz, Mencher (3 of 5). Zanella is not listed as independent in 2024 or 2025 .
- Board meetings: Meetings held—2022: 7; 2023: 4; 2024: 5; all incumbent directors attended ≥75% of Board and committee meetings each year .
- Leadership: CEO also serves as Chair; Jason Krikorian serves as Lead Independent Director with executive session duties .
- Committees (2025): Audit—Krikorian, Mencher (chair resigned March 7, 2025; currently no chair); Compensation—Horowitz (member), Mencher (Chair); Nominating & Corporate Governance (2024)—Horowitz, Krikorian (Chair). Zanella is not listed as a member on any standing committee in 2024–2025 .
Committee Assignment Status (Zanella)
| Committee | 2024 Membership | 2025 Membership |
|---|---|---|
| Audit | Not listed | Not listed; committee is Krikorian & Mencher, no chair after 3/7/25 |
| Compensation | Not listed | Not listed; members Horowitz & Mencher (Chair) |
| Nominating & Corporate Governance | Not listed | Not disclosed for 2025; 2024 members were Horowitz (member) & Krikorian (Chair) |
Fixed Compensation
| Year | Cash Retainer ($) | Committee Fees ($) | Lead Independent ($) | Non-Exec Chair ($) | Equity RSU Grant ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 40,000 | Included in director comp program; per-role fees: committee member $10k; chair $5k | Not applicable to Zanella | N/A | 150,000 (grant date fair value) | 190,000 |
| 2023 | 40,000 | Program: member $10k; chair $5k; lead independent $15k | Not applicable to Zanella | N/A | 150,000 | 190,000 |
| 2024 | 40,000 | Program: member $10k; chair $5k; lead independent $15k; ad hoc committee retainers possible | Not applicable to Zanella | N/A | 150,000 | 190,000 |
- Structure: Non-employee directors receive annual cash retainer ($40k), committee member ($10k) and chair ($5k) retainers, lead independent ($15k), plus RSUs targeted at $150k, vesting quarterly over one year; ad hoc committee retainers may be added (2025 program update) .
- RSU valuation: Grant-date fair value per ASC 718 .
Performance Compensation
- No performance-based director compensation is disclosed; RSUs vest time-based (monthly in 2022 program; quarterly in 2023–2025) with no stated performance metrics for directors .
Other Directorships & Interlocks
| Entity | Relationship | Details |
|---|---|---|
| MGM Resorts International | Major stockholder and commercial partner | MYPS issued 19.2M shares to MGM for IP; prior profit-share (terminated Oct 2020) replaced with $20M commitment funded via issuance of 2.0M PIPE shares at Closing; MGM still holds 16,647,124 Class A shares (2024–2025). Zanella is an MGM executive, constituting a potential related-party interlock . |
Expertise & Qualifications
- Industry: 30+ years in hospitality/gaming operations and commercial strategy; extensive brand, loyalty, and partnership experience (Marriott) .
- Education: UNLV B.S. (Hotel Administration) and Michigan Ross MBA (2014) .
- Board Qualification Statement by MYPS: Management experience in public company operations and entertainment/gaming industry understanding .
Equity Ownership
| As-of Date | Class A Shares | % of Class A | Notes |
|---|---|---|---|
| Apr 12, 2023 | 25,510 | * (less than 1%) | Includes RSUs granted June 8, 2022, vesting in 12 equal monthly installments; disclaims beneficial ownership of MGM’s 16,647,124 shares . |
| Apr 10, 2024 | 57,424 | * | Beneficial ownership per SEC rules; total Class A outstanding: 118,313,557; Class B: 16,457,769 . |
| May 28, 2025 | 124,992 | * | Beneficial ownership per SEC rules; Class A outstanding: 109,438,356; Class B: 16,457,769 . |
- Hedging/Pledging: Company discloses prohibition on hedging and policy on stock pledging; specifics by director not detailed in excerpts provided .
Governance Assessment
-
Strengths:
- Strong investor support: 2025 vote “For” >361M for Zanella, highest among nominees, indicating shareholder confidence despite controlled structure .
- Board maintains majority independence (3 of 5 in 2025; 4 of 6 in 2024) and uses independent compensation consultant (Compensia) without other material services, supporting governance process quality .
- Directors’ attendance at/above 75% threshold in 2022–2024; structured committee charters and regular meetings indicate active oversight .
-
Risks and potential conflicts (RED FLAGS):
- Non-independence: Zanella is not designated independent; his concurrent role as an MGM executive creates a clear related-party proximity given MGM’s equity stake and commercial agreements (marketing/IP), elevating conflict-of-interest risk. Audit Committee reviews related-party transactions per policy, but the interlock remains a structural risk .
- Audit Committee chair vacancy: Following Murren’s resignation effective March 7, 2025, Audit Committee currently has no chair, which may impair audit oversight effectiveness until rectified .
- Controlled company: Pascal/affiliates control combined voting power; while exemptions are not currently utilized, the structure can reduce minority shareholder influence on governance outcomes .
Board & Meeting Activity
| Year | Board Meetings | Attendance Disclosure |
|---|---|---|
| 2022 | 7 | All incumbents ≥75% of Board and committee meetings . |
| 2023 | 4 | All incumbents ≥75% of Board and committee meetings . |
| 2024 | 5 | All incumbents ≥75% of Board and committee meetings . |
Director Compensation Program Details
- Annual cash: $40,000; committee member $10,000; committee chair $5,000; lead independent $15,000; non-executive chair $20,000; ad hoc committee retainers as determined (2025 update) .
- Equity: Annual RSU grants targeted at $150,000 for directors after six months of service; vesting quarterly (2023–2025) vs monthly (2022) .
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting proposals were director elections and auditor ratification; no advisory “say-on-pay” item listed in the 8-K summary provided .
Related-Party Transactions & Policy
- Policy: Audit Committee reviews transactions >$120,000 involving directors, officers, 5% stockholders; considers arm’s-length comparability; pre-approves certain categories (e.g., director/exec compensation disclosures) .
- MGM agreements: Terminated profit-share in Oct 2020; issued 2,000,000 shares to satisfy $20M PIPE commitment at Business Combination closing; continuing marketing/IP relationship; MGM remains a significant holder (16,647,124 Class A in 2024–2025) .
Fixed Compensation (Zanella detail)
| Year | Fee Earned/Paid in Cash ($) | Stock Awards ($) | Option Awards | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 40,000 | 150,000 | — | — | 190,000 |
| 2023 | 40,000 | 150,000 | — | — | 190,000 |
| 2024 | 40,000 | 150,000 | — | — | 190,000 |
Performance Compensation (Zanella)
- No performance metrics tied to director RSUs disclosed; awards are time-based .
Equity Ownership (Zanella)
| Year/Record Date | Shares Beneficially Owned (Class A) | Ownership % | Notes |
|---|---|---|---|
| Apr 13, 2022 | — | — | Began Board service Dec 21, 2021; ownership table did not list him with shares at that date . |
| Apr 12, 2023 | 25,510 | * | Includes June 8, 2022 RSUs vesting monthly; disclaims MGM beneficial ownership . |
| Apr 10, 2024 | 57,424 | * | Based on shares outstanding at that date . |
| May 28, 2025 | 124,992 | * | Based on shares outstanding at that date . |
Governance Signals for Investors
- Independence and conflicts: Zanella’s concurrent MGM executive role, in the context of MGM’s equity stake and commercial agreements, is a persistent conflict-of-interest vector; ensure robust recusal practices and Audit Committee oversight on MGM-related matters .
- Committee coverage gap: Absence from all three standing committees limits direct influence on audit/compensation/governance processes; combined with an Audit Committee chair vacancy, this warrants monitoring until the chair role is refilled .
- Ownership alignment: Director equity is modest (<1% ownership) but consistent annual RSU grants promote some alignment; no pledging/hedging allowed per company policies, though individual compliance specifics are not detailed here .
Overall, Zanella brings deep operational and commercial expertise from MGM that is relevant to MYPS’s rewarded play and loyalty model, but the MGM interlock and his non-independent status require vigilant conflict management to sustain investor confidence .