DIRECTORS TO WATCH
Mary Chris Gay
Director, MGM Resorts International, Inc.
M ary Chris Gay is a di-
rector for MGM Re-
sorts International, one
of the world’s leading global hos-
pitality companies. She serves on
the board’s audit committee and
compensation committee and she
qualifies as an Audit Committee
Financial Expert.
Gay enjoyed a successful 25-year
career in financial services serving as senior vice president
and portfolio manager at Legg Mason, Inc. During her
tenure, she managed funds registered in Australia, Canada,
France, Hong Kong, Ireland, Italy, Luxembourg, Switzerland
and the UK.
In addition to her work as a public company board mem-
ber, Gay is a consultant working with startup companies
seeking early stage investors and guidance on financial strat-
egy. She is also a member of WomenCorporateDirectors
and NACD.
What the investment business taught me: “Public
company directors are ultimately accountable to capital
providers. Good governance comes from a deep under-
standing of what public companies can do, who controls
the capital allocation decisions, and a clear assessment of
the risks and returns that result from those decisions. Just
as investment managers allocate capital to generate the best
risk-adjusted returns for their shareholders, the manage-
ments of public companies also strive to generate returns
above their cost of capital and build long-term value for
their shareholders. In a world of increasing short-termism
and fast mobility of capital, good governance has never
been more important.”
Mary Chris Gay: Good governance comes
from a deep understanding of what public
companies can do, who controls the capital
allocation decisions, and a clear assessment
of the risks and returns that result from
those decisions.
48 DIRECTORS & BOARDS
Maryann Bruce
Director, MBIA Inc., Independent Trustee, PNC Funds
M aryann Bruce is an inde-
pendent director, C-suite
advisor and former se-
nior operating executive for two
Fortune 100 firms. An expert in the
financial services industry, Maryann
has more than 30 years of experience
as a dynamic leader who created and
executed market-leading strategic
plans, developed high-performing
teams, and implemented multi-channel sales and marketing
programs supporting global brands through start-up, dramatic
growth, turnaround, and transformation.
Maryann serves on the compensation & governance and
audit committees of the board of MBIA Inc. and is an in-
dependent trustee for PNC Funds. She is also an executive
committee board member and nominating committee chair
of NACD’s Carolinas Chapter and treasurer and investment
committee chair for the C200 Foundation Board. Formerly
she was compensation chair of Atlanta Life Financial Group
and an Allianz Funds Trustee.
Maryann Bruce: Visionary boards think beyond
CEO-succession planning to ensure the right
people are in the key positions.
Talent management is a critical full board role: “The
responsibility for talent management does not just lie with
the nominating committee.Visionary boards think beyond
CEO-succession planning to ensure the right people are in all
key positions. It’s important for boards to receive regular CEO
debriefs on the identification and readiness of potential successors
for C-suite executives, senior leaders and other high-performers.
To uncover talented individuals at different levels, a best practice is
for the full board to get to know as many of the senior leaders as
possible in formal and informal gatherings. Interacting with senior
management and their direct reports during board presentations
and committee meetings and getting to know them over more
casual settings will help board members gain a better perspective
of the firm’s bench strength and talent pipeline. High-function-
ing boards proactively oversee leadership development to better
ensure retention of key players and effective succession planning.”