Monica Douglas
About Monica H. Douglas
Monica H. Douglas (age 52) is an independent director of VICI Properties Inc., serving since February 2020. She is General Counsel of The Coca‑Cola Company (GC since April 2021; previously GC North America 2018–2021; Legal Director in South Africa 2013–2017; VP Supply Chain & Consumer Affairs 2008–2013). She holds a J.D. from Stanford Law School and a B.A. from the University of Michigan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Coca‑Cola Company | General Counsel | Apr 2021–present | Global legal leadership for a major consumer brand |
| The Coca‑Cola Company | General Counsel, North America | Jan 2018–Apr 2021 | Governance and risk management leadership |
| The Coca‑Cola Company | Legal Director, South Africa | Sep 2013–Dec 2017 | International regulatory and legal oversight |
| The Coca‑Cola Company | VP, Supply Chain & Consumer Affairs | 2008–2013 | Operational and consumer affairs leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Junior Achievement USA | Director | Not disclosed | Youth work-readiness and financial literacy non-profit |
| Jack and Jill of America, Inc. | Director | Not disclosed | Civic leadership non-profit |
| Cool Girls, Inc. | Director | Not disclosed | Girls’ self-empowerment non-profit |
| Other public company boards | — | — | 0 public company boards per VICI Board snapshot |
Board Governance
- Committee assignments: Member, Compensation Committee (2024); joined Nominating & Governance Committee in Feb 2025 (not a chair) .
- Independence: The Board affirmed Ms. Douglas is independent under NYSE standards .
- Attendance: 2024 Compensation Committee member attendance was 100%; Nominating & Governance Committee member attendance was 100% (Douglas joined N&G in Feb 2025). All directors attended at least 75% of aggregate Board/committee meetings and all seven attended the 2024 Annual Meeting .
- Executive sessions: Non‑management directors meet regularly in executive session; all non‑management directors are independent .
Fixed Compensation
| Component | Program Terms | Monica Douglas (2024) |
|---|---|---|
| Annual retainer (cash) | $100,000 cash portion of $300,000 annual retainer | $104,000 fees earned/paid in cash |
| Annual retainer (equity) | ~$200,000 restricted common stock; granted annual meeting-to-annual meeting | $206,000 stock awards (grant-date fair value) |
| Committee member retainers | Audit $20k; Compensation $10k; N&G $10k; directors can elect cash/equity/combination | Included in totals above (mix elected by director) |
| Chair fees | Independent Board Chair $150k; Committee Chair: Audit $40k, Comp $25k, N&G $20k | Not applicable (not a chair) |
| Grant timing | Annual restricted stock grant on April 30, 2024 covering 4/30/2024–4/29/2025 | Received per program |
Notes:
- Directors may defer compensation under a 409A‑compliant deferral plan .
- Restricted stock is retainer equity paid annual meeting‑to‑annual meeting; vesting specifics for director grants beyond this cadence are not further disclosed .
Performance Compensation
- VICI does not use performance‑based pay for non‑employee directors; director equity is retainer-based restricted stock, not PSUs/options .
- Anti‑hedging/pledging: Directors are prohibited from hedging, short selling, trading options on Company stock, purchasing on margin or pledging Company securities .
Other Directorships & Interlocks
- Other public boards: 0 for Douglas (reduces potential interlocks with VICI peers) .
- Non‑profit boards as listed above; no disclosed related‑party transactions with Douglas (Item 404) .
Expertise & Qualifications
- Skills matrix highlights for Douglas: Government Relations/Legal & Regulatory/Public Policy; Risk Oversight & Management; Corporate Governance; Executive Compensation; Cybersecurity/IT—aligned with board oversight needs in a highly regulated, technology‑risk environment .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Monica H. Douglas | 33,191 | <1% | As of March 3, 2025; based on 1,056,702,548 shares outstanding |
| Director ownership guidelines | 5x annual base cash retainer | — | Non‑employee directors must hold ≥5x base cash retainer; excludes unearned performance equity |
| Compliance status (directors) | All exceeded guidelines | — | As of Dec 31, 2024, all executive officers and non‑employee directors exceeded ownership requirements |
| Hedging/pledging | Prohibited | — | Company policy prohibits hedging, shorting, options, margin purchase, and pledging |
Governance Assessment
- Board effectiveness: Douglas’ legal, international, and governance background complements VICI’s regulated gaming/REIT risk profile; she contributes on Compensation and (as of Feb 2025) Nominating & Governance, with committees fully independent and 2024 attendance at 100%—a positive signal for engagement .
- Independence & conflicts: Board confirms Douglas’ independence; proxy states no material related‑party transactions and no family relationships among directors/executives; anti‑hedging/pledging and robust ownership guidelines strengthen alignment with shareholders .
- Ownership alignment: Douglas beneficially owns 33,191 shares; company‑wide director guideline compliance exceeded as of year‑end 2024, indicating strong skin‑in‑the‑game across the board .
- Compensation alignment: Director pay structure balanced (approx. 2/3 equity, 1/3 cash) with modest committee retainers; Douglas’ 2024 total director compensation was $310,000, consistent with program design and not indicative of excessive guaranteed pay .
- Shareholder signals: Say‑on‑pay support ~96% in 2024 and one‑year say‑on‑frequency support >97% indicate broad investor confidence in compensation governance; while focused on executives, this reflects overall governance credibility .
- RED FLAGS: None evident—no related‑party transactions, no pledging/hedging, strong attendance, independent status, and no option repricing/gross‑ups per governance snapshot .