DEF 14A of Boyd Gaming Corp
Filed Mar 22, 2024 · FY20230001193125-24-074498
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
| Grants of Plan-Based Awards | 21 | | Outstanding Equity Awards at Fiscal Year-End | 22 | | Option Exercises and Stock Vesting | 23 | | Non-Qualified Deferred Compensation | 23 | | Potential Payments upon Termination or Change in Control | 24 | | Chief Executive Officer Pay Ratio | 26 | | Pay vs. Performance | 27 | | Ownership of Principal Stockholders and Management | 31 | | Section 16(a) Reporting Compliance | 32 | | Proposals Requiring your Vote | 33 | | Proposal 1—Election of Directors | 33 | | Proposal 2—Ratification of Independent Registered Public Accounting Firm | 34 | | Audit and Non-Audit Fees | 34 | | Audit Committee Report | 35 | | Proposal 3—Advisory Vote on Executive Compensation | 36 | | Proposal 4—Report on Smokefree Policy | 37 | | Equity Compensation Plan Information | 39 | | Transactions with Related Persons | 39 | | Questions and Answers | 40 | | Stockholder Proposals; Other Matters | 45 |
DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| Marianne Boyd Johnson Executive Chairman Director Since: 1990 Age: 65 Other Public Company Boards: Western Alliance Bancorporation | EXPERIENCE: Ms. Johnson has served as a Director of the Company since 1990 and as Vice Chair of the Board since 2001. She has been Executive Chairman of the Board since May 2023. Ms. Johnson also served as an Executive Vice President of the Company from 2008 to May 2023, which followed more than 10 years of service with the senior management team and 15 years of service in various operational positions within the Company. Ms. Johnson has served on the board of directors of Western Alliance Bancorporation since 1995, where she also serves as a member of the compensation committee and governance committee. She is a director at large of the Nevada Health and Bioscience Corporation, a nonprofit corporation. Ms. Johnson is the daughter of William S. Boyd, our Chair Emeritus, and is the sister of William R. Boyd. Ms. Johnson brings considerable public company experience in two highly regulated industries—gaming and banking. She also has experience in developing and promoting diversity and inclusion programs. |
DIRECTOR NOMINEES
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DIRECTOR NOMINEES
| Keith E. Smith President, Chief Executive Officer and Director Director Since: 2005 Age: 63 Other Public Company Boards: SkyWest, Inc. | EXPERIENCE: As President and Chief Executive Officer of Boyd Gaming Corporation, Keith Smith leads one of the largest and most respected casino entertainment companies in the United States. An industry veteran with more than 35 years of gaming experience, Mr. Smith first joined Boyd Gaming Corporation in 1990. He was promoted to Executive Vice President of Operations in 1998, Chief Operating Officer in 2001, and President in 2005. In January 2008, Mr. Smith was named Chief Executive Officer of Boyd Gaming. Mr. Smith has also been a member of the Company’s Board of Directors since April 2005. Mr. Smith currently serves on the board of directors of regional airline operator SkyWest, Inc. where he serves as audit committee chair. He previously served as chairman of the Los Angeles branch of the Federal Reserve Bank of San Francisco, chairman of the American Gaming Association, chairman of the Nevada Resort Association, and vice chairman of the Las Vegas Convention and Visitors Authority. Mr. Smith brings a meaningful depth of experience and perspective from over 35 years in the gaming industry, including with respect to strategic operations, management, and financial matters along with his service on industry, financial and other public company boards. | | William R. Boyd Director and Vice President Director Since: 1992 Age: 64 Other Public Company Boards: None | EXPERIENCE: Mr. Boyd has served as Vice President of the Company since December 1990 and as a Director since September 1992. He also serves as chair of the Company’s corporate compliance committee and is a member of the Company’s diversity council. Prior to his current position, Mr. Boyd held various administrative and operations positions within the Company since 1978. Mr. Boyd serves on the board of directors of the Better Business Bureau of Southern Nevada. Mr. Boyd has served over 40 years in the gaming industry, and his contributions while serving as Chair of the Company’s compliance committee have provided valuable perspective to both management and the Board regarding compliance matters across the Company. |
DIRECTOR NOMINEES
| Peter M. Thomas Presiding Director Director Since: 2004 Age: 74 Other Public Company Boards: None | EXPERIENCE: Mr. Thomas is the Managing Director of Thomas & Mack Co. LLC, a commercial real estate development and management company. He also served as President and Chief Operating Officer of Bank of America, Nevada and its predecessor, Valley Bank of Nevada, for nearly 13 years. Mr. Thomas was a member of the board of directors of City National Bank from 2003 to 2022, which prior to its acquisition in November 2015 was publicly held. Mr. Thomas was a board member of the Los Angeles Branch of the Federal Reserve Bank of San Francisco from January 2003 to December 2008. Mr. Thomas has also served as a board member of the following: Golden Nugget Inc.; Rio Hotel and Casino Inc.; Coast Casino (prior to its acquisition by Boyd Gaming); Nevada Commission on Economic Development; Nevada Committee on High Speed Train Development; Nevada Commission on Nuclear Projects; Chairman, Metropolitan Police Fiscal Affairs Committee; Chairman, Las Vegas Chamber of Commerce; Las Vegas Convention and Visitors Authority; Mayor’s Committee on Downtown Development; and Chairman, Nevada Bankers Association. Mr. Thomas brings extensive experience in the banking and finance industry from his prior service on the board of the Los Angeles Branch of the Federal Reserve Bank of San Francisco and prior service on other public company boards along with significant perspective regarding commercial real estate matters that are key to the Company’s operations. |
DIRECTOR NOMINEES
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DIRECTOR NOMINEES
| Christine J. Spadafor Director Director Since: 2009 Age: 68 Other Public Company Boards: None | EXPERIENCE: Ms. Spadafor is the Chief Executive Officer of SpadaforClay Group, Inc., a management consulting firm. She has deep experience in enterprise growth strategies, corporate transitions, corporate sustainability, M&A, regulatory compliance, and risk management. Ms. Spadafor also has experience as a corporate, university, private equity, venture capital, and non-profit board director and has served as advisor to Fortune 100 C-suite executives. Ms. Spadafor is a commentator on BBC World Service’s “Business Matters” global radio broadcast and podcast, a lecturer in the Visiting Executive Program at Tuck School of Business at Dartmouth and is a lecturer at Harvard Medical School and other graduate programs. She is a speaker/keynote at seminars, meetings and podcasts addressing agile leadership, gender equity, and board governance, including the US Chamber of Commerce, and is a contributor to Forbes, Fortune, Inc., and other business journals. The American Bar Association/Direct Women recognized her as one of the nation’s top 20 female attorneys with business expertise to serve on corporate boards. Ms. Spadafor contributes broad business and management experiences to our Board and brings a sound foundation for understanding and applying strategic approaches to operational issues, both domestically and internationally. Her education and broad expertise in public health and human capital management, as well as in corporate social responsibility matters further enhances the Company’s approach to such issues, from both a strategic and an operational perspective. | | John R. Bailey Director Director Since: 2015 Age: 63 Other Public Company Boards: None | EXPERIENCE: Mr. Bailey is managing partner of Bailey Kennedy, a Las Vegas law firm which he founded in 2001. Mr. Bailey has more than 35 years of legal experience, with a particular focus on business practices, commercial corporate litigation, healthcare law and gaming law. Mr. Bailey has served in board positions with a wide range of regulatory and community organizations over the last 15 years, including as Chair of the Nevada State Athletic Commission, Chair of the Nevada State Bar Moral Character and Fitness Committee, Chair of the Governing Board of the Andre Agassi College Preparatory Academy, Member of the Southern Nevada District Court Review Commission, and a Director of the Council for a Better Nevada, the Las Vegas Global Economic Alliance, the Public Education Foundation, the Smith Center for the Performing Arts, and the Nevada Health & Bioscience Corporation. He previously served on the board of directors of SHFL Entertainment, Inc., at the time a publicly traded company. Mr. Bailey introduces perspectives and best practices based on his more than 35 years in the practice of law, including his past service on regulatory boards and his prior service within the gaming industry on the board of directors of a publicly traded company. |
DIRECTOR NOMINEES
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DIRECTOR NOMINEES
| A. Randall Thoman Director Director Since: 2019 Age: 72 Other Public Company Boards: Southwest Gas Holdings, Inc. | EXPERIENCE: Mr. Thoman is the principal of Thoman International, LLC, a business advisory and consulting firm, which he formed in 2009. Prior to his current responsibilities, Mr. Thoman held several positions at Deloitte & Touche LLP (“Deloitte”) during a more than 30-year career with the firm, including serving as a partner from 1991 until his retirement in 2009. For more than 15 years, Mr. Thoman served as the primary technical partner in Deloitte’s Las Vegas office, having responsibility for the technical interpretation and application of accounting principles and audit standards and the review of all reporting issues and financial statements for Nevada-based clients registered with the Securities and Exchange Commission (“SEC”). Currently, he is on the board of Southwest Gas Holdings and serves as the audit committee chairman. He previously served on the board of directors of SLS Las Vegas and SHFL entertainment, Inc. Mr. Thoman has extensive experience and expertise in audit and financial accounting, including more than 30 years as a Certified Public Accountant in addition to his extensive experience regarding technical accounting matters and management. Mr. Thoman also provides perspective as a result of his service on other boards of directors of public companies and within the gaming industry. | | Paul W. Whetsell Director Director Since: 2015 Age: 73 Other Public Company Boards: Hilton Grand Vacations, Inc. | EXPERIENCE: Mr. Whetsell previously served as Vice Chairman of Loews Hotels Holding Corporation and as President and Chief Executive Officer from January 2012 until 2015. Mr. Whetsell has served as President and Chief Executive Officer of Capstar Hotel Company since 2006. Currently, Mr. Whetsell is on the board of Hilton Grand Vacations, Inc. and serves as the Chair of the compensation committee. Mr. Whetsell is on the board of Vistry Group in the United Kingdom and serves as chair of its remuneration committee. Mr. Whetsell served on the board of NVR, Inc., a publicly traded company, from 2007 until his retirement from that board in 2018. Mr. Whetsell was a member of the American Hotel & Lodging Association’s Industry Real Estate and Financing Advisory Council and previously served on the Board of Governors of the National Association of Real Estate Investment Trusts (NAREIT). Mr. Whetsell provides significant operational and strategic expertise from his more than 35 years of senior management responsibilities within the hospitality industry, his active involvement in lodging and hospitality associations and his service on other public company boards. |
DIRECTOR NOMINEES
Our Board held a total of nine meetings during 2023. Each of our current directors attended at least 75% of the Board meetings and the committees of the Board on which the director served that were held during the applicable period of service. We encourage, but do not require, our directors to attend our annual stockholder meetings. Each of our directors attended the 2023 annual meeting of stockholders.
Identifying and Evaluating Director Nominees
Identifying and Evaluating Director Nominees Our Corporate Governance and Nominating Committee uses a variety of methods to identify and evaluate director nominees. Candidates may come to the attention of the Corporate Governance and Nominating Committee via our current Board members, professional search firms, stockholders or other persons. These candidates will be evaluated by our Corporate Governance and Nominating Committee and may be considered at any point during the year. The Corporate Governance and Nominating Committee considers diversity as one of many factors in the identification and evaluation of potential director nominees. The overriding principle guiding our director nomination process is a desire to ensure that our Board serves the interests of our stockholders. We believe that
Identifying and Evaluating Director Nominees
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Identifying and Evaluating Director Nominees
having diverse skills, experiences and perspectives represented on the Board maximizes stakeholder value. The Committee may consider the following elements, among others, when evaluating director nominees:
Identifying and Evaluating Director Nominees
| ✓ | Gender and ethnicity; |
Identifying and Evaluating Director Nominees
| ✓ | Financial and accounting acumen; |
Identifying and Evaluating Director Nominees
| ✓ | Personal and professional integrity; |
Identifying and Evaluating Director Nominees
| ✓ | Business or management experience; |
Identifying and Evaluating Director Nominees
| ✓ | Leadership and strategic planning experience; and |
Identifying and Evaluating Director Nominees
| ✓ | Ability to understand and execute on Boyd Gaming’s business. |
Identifying and Evaluating Director Nominees
The Corporate Governance and Nominating Committee annually performs an assessment of our Board’s composition regarding age, skills and experience and the effectiveness of its efforts to consider diversity in its director nomination process. The Committee believes its director nomination process, including its policy of considering diversity in all forms, has created a Board with diverse backgrounds and experiences that collectively serves the interests of our stockholders well. Stockholders may also recommend a director candidate for consideration by submitting a recommendation to the Corporate Governance and Nominating Committee Chair, c/o our Corporate Secretary, at 6465 South Rainbow Boulevard, Las Vegas, Nevada 89118, no later than 60 days prior to the date of the 2025 Annual Meeting of Stockholders. Such notice must include the candidate’s name, biographical data, relationship to the stockholder and other relevant information. Stockholders may nominate director candidates for election by following the timing, eligibility, procedural and any other requirements set forth in our Amended and Restated Bylaws as described further in Stockholder Proposals—Other Matters.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Our non-employee director compensation program consists of cash retainers and an annual grant of time-based restricted stock units (RSUs). The annual cash retainer component is available to non-employee directors as follows.
DIRECTOR COMPENSATION
| Board Service | - Annual fee of $105,000 | | Presiding Director Service | - Annual fee of $30,000 | | Audit Committee Service | - Chair annual fee of $30,000 - Member annual fee of $15,000 | | Compensation Committee Service | - Chair annual fee of $25,000 - Member annual fee of $10,000 | | Corporate Governance and Nominating Committee Service | - Chair annual fee of $20,000 - Member annual fee of $10,000 |
DIRECTOR COMPENSATION
All non-employee directors also receive a stock award equal to $200,000 on each annual meeting date.
DIRECTOR COMPENSATION
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DIRECTOR COMPENSATION
The following table sets forth the compensation earned for director services by each non-employee director during the fiscal year ended December 31, 2023.
DIRECTOR COMPENSATION
| Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) | | Peter M. Thomas | 185,000 | 200,027 | 385,027 | | Christine J. Spadafor | 140,000 | 200,027 | 340,027 | | A. Randall Thoman | 135,000 | 200,027 | 335,027 | | John R. Bailey | 125,000 | 200,027 | 325,027 | | Paul W. Whetsell | 125,000 | 200,027 | 325,027 |
DIRECTOR COMPENSATION
| (1) Neither Messrs. William R. Boyd or Smith, nor Ms. Johnson, receive compensation for serving as a member of the Board, but Messrs. William R. Boyd and Smith are compensated for their service as executive officers, and Ms. Johnson is compensated for her service as Executive Chairman. For more information, see “Compensation Discussion and Analysis” and “Transactions with Related Persons.” |
DIRECTOR COMPENSATION
| (2) Includes amounts deferred under our Deferred Compensation Plan to the extent of such individual’s participation. The plan permits a participating director to defer up to 100% of his or her director fees that are paid in cash. |
DIRECTOR COMPENSATION
| (3) Reflects the grant date fair value of awards made pursuant to our Stock Incentive Plan, as determined in accordance with Accounting Standards Codification (“ASC”) 718. The grant date fair value for awards is measured based on the fair market value of our common stock on the date of grant, calculated as the closing price for our common stock. Assumptions used in the calculation of these amounts are included in Note 11, “Stockholders’ Equity and Stock Incentive Plans,” to our audited financial statements for the fiscal year ended December 31, 2023 included in our Annual Report on Form 10-K filed with the SEC on February 26, 2024. Beginning in 2021, stock awards granted to directors in recognition of their Board service fully vest on the grant date and are paid in shares of our common stock. All grants made to non-employee Board members prior to 2021 will vest on the Director’s retirement from our Board. |
DIRECTOR COMPENSATION
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Our Compensation Philosophy
| ◾ | Total executive compensation is targeted at the 50th percentile of the Company’s peer group |
Our Compensation Philosophy
| ◾ | Annual cash incentives are performance-based |
Our Compensation Philosophy
| ◾ | Long-term compensation is approximately 50% performance-based and 100% equity-denominated |
Our Compensation Philosophy
| ◾ | None of our executives has an employment agreement |
Our Compensation Philosophy
We believe our NEO compensation packages are competitive with other leading companies in the gaming and hospitality industries. Our compensation consultant, Exequity, assists us in conducting peer group analyses with a view toward establishing NEO total compensation that is competitive with our peers. The peer group considered for purposes of setting 2023 pay consisted of the following: Bally’s Corporation; Caesars Entertainment Corp.; Churchill Downs, Inc.; Golden Entertainment; Las Vegas Sands Corp.; MGM Resorts International; Penn National Gaming, Inc.; Red Rock Resorts, Inc.; Travel + Leisure Co.; Wynn Resorts, Ltd.; Hilton Grand Vacations, Inc.; Hyatt Hotels Corp.; Marriott Vacations Worldwide Corporation; Light & Wonder, Inc.; Six Flags Entertainment Corp.; and Vail Resorts, Inc.
Short-Term Performance Incentives
Short-Term Performance Incentives We believe our management team’s focus on executing on our strategy and commitment to growth, operational efficiencies, and balanced capital allocation has allowed Boyd Gaming to successfully achieve record Company financial results. The Compensation Committee continued its philosophy of executing on a measured approach to 2023 compensation, approving a design for the short-term incentive program based on a twelve-month performance period that considered a mix of Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Rent (“Adjusted EBITDAR”)(1) and achievement of CSR and Diversity initiatives.
Short-Term Performance Incentives
| (1) Adjusted EBITDAR is a non-GAAP financial measure. For supplemental financial data and corresponding reconciliation of Adjusted EBITDAR to the most comparable GAAP measure, please see Note 14 to our financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |
Short-Term Performance Incentives
| Metric | Weight | Threshold | Target** | Maximum | | Adjusted EBITDAR* | 90% | $1,092,800** | $1,366,000 | $1,639,200** | | CSR and Diversity*** | 10% | — | — | — |
Short-Term Performance Incentives
| * In thousands |
Short-Term Performance Incentives
| ** Threshold performance (80% of target) would have resulted in a payout of 50% of an executive’s target, and maximum performance (120% of target) would have resulted in a payout of 200% of an executive’s target. |
Short-Term Performance Incentives
| *** Level of achievement of the CSR and Diversity metric was based on performance relative to goals for diversity spend rate (12%), waste diversion rate (56%), and maintaining specified published CSR ratings. |
Short-Term Performance Incentives
Maximum payout under the short-term incentive plan is capped at 200% of target. Actual 2023 Adjusted EBITDAR equaled $1,394,791, which resulted in performance at 102.1% of target, and the Compensation Committee determined the Company’s performance with respect to CSR and Diversity initiatives to be at 102.1% of target. This resulted in a blended payout under the short-term incentive plan of 108.4%, which was paid entirely in 2024.
Short-Term Performance Incentives
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Long-Term Incentives
Long-Term Incentives We believe long-term compensation should serve both as an incentive for achieving longer term Company performance goals and as a retention tool for our executives. We also believe that stock price appreciation and ownership in the Company are valuable incentives that align executive and stakeholder interests. Our NEOs receive long-term incentive compensation in the form of RSUs, Performance Shares and Career Shares. Our annual long-term incentive grants to our NEOs are comprised 50% of RSUs and 50% of Performance Shares. Time-based RSU grants and performance share grants for the 2023 target period were as follows:
Long-Term Incentives
| Executive | Target Performance Shares ($) | Target RSUs ($) | | Keith Smith | 3,220,638 | 3,220,638 | | Josh Hirsberg | 1,073,524 | 1,073,524 | | Stephen Thompson | 805,192 | 805,192 | | Theodore Bogich | 805,192 | 805,192 | | Uri Clinton | 590,487 | 590,487 | | William S. Boyd | 751,500 | 751,500 |
Long-Term Incentives
Performance Shares: Performance Share grants comprise approximately 50% of an executive’s 2023 long-term compensation. In February 2023, the Compensation Committee granted target Performance Shares as follows:
Long-Term Incentives
| Executive | 2023 Annual Grant | | Keith Smith | 49,366 | | Josh Hirsberg | 16,455 | | Stephen Thompson | 12,342 | | Theodore Bogich | 12,342 | | Uri Clinton | 9,051 | | William S. Boyd | 11,519 |
Long-Term Incentives
2021-2023 performance period results: Performance Share achievement with respect to the 2021-2023 performance period was measured by Adjusted EBITDAR, weighted at 75%, and return on invested capital (“ROIC”), weighted at 25%. Achievement was based on two separate twelve-month performance periods, with possible achievement ranging from 0% to a maximum of 200%. Company performance for the two twelve-month performance periods resulted in a blended payout at 194%. RSUs: Time-based RSU grants comprise the remaining approximate 50% of an executive’s annual long-term compensation and vest over a three-year period. In February 2023, the Compensation Committee granted target RSUs as follows:
Long-Term Incentives
| Executive | 2023 Annual Grant | | Keith Smith | 49,366 | | Josh Hirsberg | 16,455 | | Stephen Thompson | 12,342 | | Theodore Bogich | 12,342 | | Uri Clinton | 9,051 | | William S. Boyd | 11,519 |
Long-Term Incentives
Career Shares Program: Our NEOs participate in our Career Shares Program, which provides for additional capital accumulation opportunities for retirement and is intended to reward long-service executives. The Career Shares Program provides for the grant of RSUs (“Career RSUs” or “Career Shares”) under our Stock Incentive Plan to senior management, including each of our Named Executive Officers. Each Career RSU entitles a holder to one share of restricted common stock, except that Career RSUs do not have voting rights and do not entitle the holder to
Long-Term Incentives
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Long-Term Incentives
receive dividends. To receive any payout under the Career Shares Program, grantees must be at least 55 years of age and must have been continually employed by us for a minimum of ten years. Retirement after ten years of service will entitle a grantee to 50% of his or her Career RSUs. The amount increases to 75% after 15 years and 100% following 20 years of employment. Each NEO received an annual grant of Career Shares equal to 15% of his base salary in 2023. As of December 31, 2023, Messrs. Smith, Thompson, and Boyd were 100% vested in each of their respective Career RSUs, Messrs. Hirsberg and Bogich were 75% vested, and Mr. Clinton was entirely unvested. The Career Shares may be converted to common stock only at separation of service from the Company and are subject to vesting as outlined in “Grants of Plan-Based Awards”.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table sets forth the compensation earned for services performed for us, or our subsidiaries, during the fiscal years ended December 31, 2021, 2022, and 2023 by each of our NEOs.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Keith Smith | 2023 | 1,550,000 | — | 6,666,287 | 3,168,200 | 26,159 | 11,410,646 | | President and Chief Executive Officer | 2022 | 1,500,000 | — | 6,430,512 | 2,400,000 | 39,209 | 10,369,721 | | | 2021 | 1,450,000 | — | 8,940,265 | 4,307,776 | 42,741 | 14,740,782 | | Josh Hirsberg | 2023 | 850,000 | — | 2,267,033 | 1,092,080 | 12,296 | 4,221,409 | | Chief Financial Officer and Treasurer | 2022 | 800,000 | — | 2,138,274 | 800,000 | 25,804 | 3,764,078 | | | 2021 | 700,000 | — | 2,693,396 | 1,299,760 | 25,479 | 4,718,635 | | Stephen Thompson | 2023 | 730,000 | — | 1,715,411 | 852,640 | 5,408 | 3,303,459 | | Chief Administrative Officer | 2022 | 700,000 | — | 1,562,248 | 630,000 | 5,033 | 2,897,281 | | | 2021 | 625,000 | — | 1,979,611 | 1,044,450 | 4,733 | 3,653,794 | | Theodore Bogich | 2023 | 730,000 | — | 1,715,411 | 852,640 | 5,408 | 3,303,459 | | Chief Operating Officer | 2022 | 700,000 | — | 1,562,248 | 630,000 | 5,033 | 2,897,281 | | | 2021 | 625,000 | — | 1,979,611 | 1,044,450 | 4,733 | 3,653,794 | | Uri Clinton | 2023 | 600,000 | — | 1,263,484 | 700,800 | 5,408 | 2,569,692 | | General Counsel and Corporate Secretary | | | | | | | | | William S. Boyd | 2023 | 961,912 | — | 1,662,742 | 518,300 | 52,767 | 3,195,721 | | Former Co-Executive Chair of the Board | 2022 | 1,065,000 | — | 1,741,230 | 1,065,000 | 294,514 | 4,165,744 | | | 2021 | 1,065,000 | 250,000 | 2,748,152 | 1,977,492 | 59,112 | 6,099,756 |
SUMMARY COMPENSATION TABLE
| (1) Includes amounts deferred to the extent of such individual’s participation in our 401(k) Profit Sharing Plan and Trust and our Deferred Compensation Plan. |
SUMMARY COMPENSATION TABLE
| (2) Reflects the grant date fair value as determined in accordance with ASC 718. The value is based on the fair market value of our common stock on the grant date, calculated as the closing price for our common stock. Assumptions used in the calculation of these amounts are included in Note 11 to our audited financial statements under the caption “Stockholders’ Equity and Stock Incentive Plans” included in our Annual Reports on Form 10-K filed with the SEC. |
SUMMARY COMPENSATION TABLE
| (3) Includes Career RSUs, time-based RSUs and Performance Shares awarded as part of the regularly scheduled annual grant. Each Performance Share represents a contingent right to receive up to a maximum of two shares of our common stock, subject to cliff vesting and satisfaction of certain performance metrics. Performance Share reported amounts assume performance metrics were achieved at target performance levels. If the maximum level of performance were achieved, each NEO would earn 200% of the target number of Performance Shares awarded. Based on the closing price of the Company’s common stock on the February 22, 2023 grant date ($65.24), the maximum value of Performance Shares awarded on February 22, 2023, to each NEO is as follows: Mr. Smith — $6,441,276; Mr. Hirsberg — $2,147,048; Mr. Thompson — $1,610,384; Mr. Bogich — $1,610,384; Mr. Clinton — $1,180,974 and Mr. Boyd — $1,502,999. |
SUMMARY COMPENSATION TABLE
| (4) Reflects the short-term incentive payment approved by the Compensation Committee under the 2000 Executive Management Incentive Plan ("2000 MIP"). |
SUMMARY COMPENSATION TABLE
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SUMMARY COMPENSATION TABLE
| (5) Includes the following perquisites and personal benefits: |
SUMMARY COMPENSATION TABLE
| Name | 401(k) Contributions | Life Insurance Premiums | Medical Reimbursements(A) | Use of Corporate Aircraft and Company Car(B) | Other Benefits(C) | | Keith Smith | $4,950 | $602 | $6,288 | $12,744 | $1,575 | | Josh Hirsberg | 4,950 | 602 | 6,744 | — | — | | Stephen Thompson | 4,950 | 458 | — | — | — | | Theodore Bogich | 4,950 | 458 | — | — | — | | Uri Clinton | 4,950 | 458 | — | — | — | | William S. Boyd | 4,950 | 602 | 38,130 | 6,929 | 2,156 |
SUMMARY COMPENSATION TABLE
| (A) Represents Company-sponsored health care plan reimbursements. |
SUMMARY COMPENSATION TABLE
| (B) Represents the aggregate incremental cost to the Company for use of our corporate aircraft by Messrs. Boyd and Smith and, for Mr. Boyd, use of a Company car. |
SUMMARY COMPENSATION TABLE
| (C) Represents country club membership for Messrs. Boyd and Smith. The memberships were terminated during 2023. |
SUMMARY COMPENSATION TABLE
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Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information regarding each grant of an award made under our incentive plans to our NEOs during the fiscal year ended December 31, 2023.
Grants of Plan-Based Awards
| Name | Award Type | Grant Date | Date of Compensation Committee Action(5) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards—Number of Shares or Units | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Equity Awards ($)(6) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Keith Smith | Short-term incentive(1) | — | — | 1,240,000 | 2,480,000 | 4,960,000 | — | — | — | — | — | — | — | | | Career RSUs(2) | 01/19/23 | 12/07/06 | — | — | — | — | — | — | 4,137 | — | — | 225,011 | | | RSUs(3) | 02/22/23 | — | — | — | — | — | — | — | 49,366 | — | — | 3,220,638 | | | Performance Shares(4) | 02/22/23 | — | — | — | — | 24,683 | 49,366 | 98,732 | — | — | — | 3,220,638 | | Josh Hirsberg | Short-term incentive(1) | — | — | 425,000 | 850,000 | 1,700,000 | — | — | — | — | — | — | — | | | Career RSUs(2) | 01/19/23 | 12/07/06 | — | — | — | — | — | — | 2,206 | — | — | 119,984 | | | RSUs(3) | 02/22/23 | — | — | — | — | — | — | — | 16,455 | — | — | 1,073,524 | | | Performance Shares(4) | 02/22/23 | — | — | — | — | 8,228 | 16,455 | 32,910 | — | — | — | 1,073,524 | | Stephen Thompson | Short-term incentive(1) | — | — | 328,500 | 657,000 | 1,314,000 | — | — | — | — | — | — | — | | | Career RSUs(2) | 01/19/23 | 12/07/06 | — | — | — | — | — | — | 1,931 | — | — | 105,027 | | | RSUs(3) | 02/22/23 | — | — | — | — | — | — | — | 12,342 | — | — | 805,192 | | | Performance Shares(4) | 02/22/23 | — | — | — | — | 6,171 | 12,342 | 24,684 | — | — | — | 805,192 | | Ted Bogich | Short-term incentive(1) | — | — | 328,500 | 657,000 | 1,314,000 | — | — | — | — | — | — | — | | | Career RSUs(2) | 01/19/23 | 12/07/06 | — | — | — | — | — | — | 1,931 | — | — | 105,027 | | | RSUs(3) | 02/22/23 | — | — | — | — | — | — | — | 12,342 | — | — | 805,192 | | | Performance Shares(4) | 02/22/23 | — | — | — | — | 6,171 | 12,342 | 24,684 | — | — | — | 805,192 | | Uri Clinton | Short-term incentive(1) | — | — | 300,000 | 600,000 | 1,200,000 | — | — | — | — | — | — | — | | | Career RSUs(2) | 01/19/23 | 12/07/06 | — | — | — | — | — | — | 1,517 | — | — | 82,510 | | | RSUs(3) | 02/22/23 | — | — | — | — | — | — | — | 9,051 | — | — | 590,487 | | | Performance Shares(4) | 02/22/23 | — | — | — | — | 4,526 | 9,051 | 18,102 | — | — | — | 590,487 | | William S. Boyd | Short-term incentive(1) | — | — | 180,904 | 361,808 | 723,626 | — | — | — | — | — | — | — | | | Career RSUs(2) | 01/19/23 | 12/07/06 | — | — | — | — | — | — | 2,937 | — | — | 159,743 | | | RSUs(3) | 02/22/23 | — | — | — | — | — | — | — | 11,519 | — | — | 751,500 | | | Performance Shares(4) | 02/22/23 | — | — | — | — | 5,760 | 11,519 | 23,038 | — | — | — | 751,500 |
Grants of Plan-Based Awards
| (1) Represents short-term cash bonus for fiscal year 2023 under the 2000 MIP. Actual award amount is measured by Adjusted EBITDAR performance and achievement of CSR and Diversity initiatives, as approved by the Board. “Threshold” represents achieving a performance level that is 80% of the target amount; “Target” represents achieving 100% of the target amount; and “Maximum” represents achieving 120% or more of the target amount. Actual payout for William S. Boyd was prorated for the number of days served as Co-Executive Chair of the Board in 2023. |
Grants of Plan-Based Awards
| (2) Represents Career RSUs granted pursuant to our Career Shares Program under our Stock Incentive Plan. Each Career RSU represents a contingent right to receive one share of our common stock at the time of retirement based on the grantee’s attained age and years of continuous service at the time of retirement. To receive any payout under the Career Shares Program, grantees must be at least 55 years of age and must have been continually employed by us for a minimum of ten years. Retirement after ten years of service will entitle a grantee to 50% of his or her Career RSUs. The amount increases to 75% after 15 years and 100% following 20 years of employment. In the event of a grantee’s death or permanent disability, or following a change in control of the Company, the grantee will be deemed to have attained age 55 and the Career RSUs will immediately vest and convert into shares of our common stock based on the grantee’s years of continuous service through the date of the qualifying event. |
Grants of Plan-Based Awards
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Grants of Plan-Based Awards
| (3) Represents RSUs granted under our Stock Incentive Plan. RSUs are subject to vesting tied to continued service through the applicable vesting date (except as otherwise provided in the applicable award). |
Grants of Plan-Based Awards
| (4) Each Performance Share represents a contingent right to receive up to a maximum of two shares of our common stock, subject to satisfaction of certain performance metrics. The Performance Shares are subject to forfeiture and other terms and conditions contained in the award agreement and our Stock Incentive Plan. |
Grants of Plan-Based Awards
| (5) Career RSUs are based on the base salary of the participant in effect on December 31 of the immediately preceding year and the closing stock price of our common stock on January 2 or, if January 2 is not a business day, then the next business day. |
Grants of Plan-Based Awards
| (6) Represents the aggregate grant date fair value of the 2023 awards, determined in accordance with ASC 718. Amounts reported for Performance Shares assume that the performance metrics were achieved at the target performance level. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding unexercised stock options and unvested stock awards for each of our NEOs outstanding as of December 31, 2023.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares, Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Shares, Units or Other Rights That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Shares, Units or Other Rights That Have Not Vested ($)(1) | | Keith Smith | — | — | — | — | 49,366(2) | 3,090,805 | 49,366(5) | 3,090,805 | | | — | — | — | — | 45,410(3) | 2,843,120 | 45,410(6) | 2,843,120 | | | — | — | — | — | 23,333(4) | 1,460,879 | | | | | | | | | 47,668(7) | 2,984,493 | | | | Josh Hirsberg | — | — | — | — | 16,455(2) | 1,030,248 | 16,455(5) | 1,030,248 | | | 23,431 | — | 11.57 | 12/10/2024 | 14,861(3) | 930,447 | 14,861(6) | 930,447 | | | 21,549 | — | 19.98 | 10/29/2025 | 6,666(4) | 417,358 | | | | | 23,924 | — | 17.75 | 11/08/2026 | 17,920(8) | 1,121,971 | — | — | | | | | | | 14,508(7) | 908,346 | | | | Stephen Thompson | — | — | — | — | 12,342(2) | 772,733 | 12,342(5) | 772,733 | | | — | — | — | — | 10,733(3) | 671,993 | 10,733(6) | 671,993 | | | — | — | — | — | 5,000(4) | 313,050 | | | | | | | | | 10,363(7) | 648,827 | | | | Theodore Bogich | — | — | — | — | 12,342(2) | 772,733 | 12,342(5) | 772,733 | | | — | — | — | — | 10,733(3) | 671,993 | 10,733(6) | 671,993 | | | — | — | — | — | 5,000(4) | 313,050 | | | | | | | | | 12,942(8) | 810,299 | — | — | | | | | | | 10,363(7) | 648,827 | | | | Uri Clinton | — | — | — | — | 9,051(2) | 566,683 | 9,051(5) | 566,683 | | | — | — | — | — | 7,018(3) | 439,397 | 7,018(6) | 439,397 | | | — | — | — | — | 8,201(9) | 513,465 | — | — | | | — | — | — | — | 2,672(8) | 167,294 | — | — | | William S. Boyd | — | — | — | — | 11,519(2) | 721,205 | 11,519(5) | 721,205 | | | — | — | — | — | 11,559(3) | 723,709 | 11,559(6) | 723,709 | | | — | — | — | — | 6,666(4) | 417,358 | | | | | | | | | 14,508(7) | 908,346 | | |
Outstanding Equity Awards at Fiscal Year-End
| (1) Represents the value based on the closing price of our common stock on December 29, 2023 of $62.61, which was the last trading day in 2023, multiplied by the aggregate number of Career RSUs, RSUs or Performance Shares, as applicable. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Represents RSUs granted under our Stock Incentive Plan on February 22, 2023. The RSUs vest in full on the third anniversary of the grant date. |
Outstanding Equity Awards at Fiscal Year-End
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Outstanding Equity Awards at Fiscal Year-End
| (3) Represents RSUs granted under our Stock Incentive Plan on February 18, 2022. The RSUs vest in full on the third anniversary of the grant date. |
Outstanding Equity Awards at Fiscal Year-End
| (4) Represents RSUs granted under our Stock Incentive Plan on February 18, 2021. The RSUs vest in full on the third anniversary of the grant date. |
Outstanding Equity Awards at Fiscal Year-End
| (5) Represents Performance Shares granted under our Stock Incentive Plan on February 22, 2023. Each Performance Share represents a contingent right to receive up to a maximum of two shares of our common stock, subject to three-year cliff vesting and satisfaction of certain performance metrics. Amounts reported assume performance metrics were achieved at target. |
Outstanding Equity Awards at Fiscal Year-End
| (6) Represents Performance Shares granted under our Stock Incentive Plan on February 18, 2022. Each Performance Share represents a contingent right to receive up to a maximum of two shares of our common stock, subject to three-year cliff vesting and satisfaction of certain performance metrics. Amounts reported assume performance metrics were achieved at target. |
Outstanding Equity Awards at Fiscal Year-End
| (7) Represents Performance Shares granted under our Stock Incentive Plan on July 14, 2021. Amount earned is based on performance through December 31, 2023. Shares remained unvested until settled on February 28, 2024. |
Outstanding Equity Awards at Fiscal Year-End
| (8) Represents unvested Career RSUs. Each Career RSU represents a contingent right to receive one share of our common stock. The vested Career RSUs will be paid in shares of our common stock at the time of retirement based on the grantee’s attained age and years of continuous service at the time of retirement. As of December 31, 2023, Messrs. Hirsberg and Bogich were 75% vested in each of their respective Career RSUs, and Mr. Clinton was entirely unvested in his Career RSUs. See “Compensation Discussion and Analysis—Career Shares Program.” |
Outstanding Equity Awards at Fiscal Year-End
| (9) Represents RSUs granted under our Stock Incentive Plan on March 9, 2021. The RSUs vest in full on the third anniversary of the grant date. |
Option Exercises and Stock Vesting
Option Exercises and Stock Vesting The following table sets forth information regarding the exercise of stock options and the vesting of stock awards for each of our NEOs during the fiscal year ended December 31, 2023.
Option Exercises and Stock Vesting
| | OPTION AWARDS | | STOCK AWARDS | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Keith Smith | — | — | 263,205 | 16,698,692 | | Josh Hirsberg | 32,000 | 2,022,560 | 79,675 | 5,053,681 | | Stephen Thompson | — | — | 57,147 | 3,625,416 | | Theodore Bogich | — | — | 57,147 | 3,625,416 | | Uri Clinton | — | — | — | — | | William S. Boyd | — | — | 79,675 | 5,053,681 |
Option Exercises and Stock Vesting
| (1) Represents Career RSUs, time-based RSUs and Performance Shares that vested during 2023. |
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation Our Deferred Compensation Plan provides for the deferral of compensation on a basis that is not tax-qualified. Under the plan, our NEOs may defer up to 80% of their base salary and up to 100% of their incentive compensation. We did not make any discretionary matching contributions or discretionary additions to a participant’s account in 2023. The following table sets forth amounts deferred, including under our predecessor plan, for the year ended December 31, 2023:
Non-Qualified Deferred Compensation
| Name | Executive Contributions in Last Fiscal Year ($) | Aggregate Earnings (Losses) in Last Fiscal Year ($) | Aggregate Balance at Last Fiscal Year End ($) | | Keith E. Smith | — | 162,584 | 992,311 | | Josh Hirsberg | — | 129,920 | 627,247 | | Stephen S. Thompson | — | 317,759 | 2,133,181 | | Theodore A. Bogich | — | 31,736 | 1,340,111 | | Uri Clinton | — | — | — | | William S. Boyd | — | — | — |
Non-Qualified Deferred Compensation
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Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Under the terms of our 2000 MIP, Change in Control Plan (“CIC Plan”) and our equity incentive plans, including the individual award agreements under our equity incentive plans, our Named Executive Officers may be entitled to payments, enhanced vesting and other benefits upon their termination of employment or a change in control of the Company. The description of the plans is qualified by reference to the complete text of the plans, which have been filed with the SEC. We have not entered into any severance agreements with our currently serving NEOs. The following table sets forth the estimated payments, enhanced vesting entitlements and other benefits that would be made to each of our NEOs upon voluntary termination, involuntary termination—not for cause, involuntary termination—for cause, a qualifying termination in connection with a change in control, and death or permanent disability. The payments would be made pursuant to the plans identified in the preceding paragraph. The information set forth in the table assumes:
Potential Payments upon Termination or Change in Control
| • | The termination event occurred on December 29, 2023 (the last business day of our last completed fiscal year); |
Potential Payments upon Termination or Change in Control
| • | The price per share of our common stock on the date of termination is $62.61 per share (the closing market price of our common stock on December 29, 2023, the last trading day in 2023); |
Potential Payments upon Termination or Change in Control
| • | For purposes of the short-term/annual awards under the 2000 MIP, the NEO has earned and is paid his target bonus, as applicable, under the 2000 MIP; |
Potential Payments upon Termination or Change in Control
| • | All payments are made in a lump sum on the date of termination; |
Potential Payments upon Termination or Change in Control
| • | The vesting of all unvested stock options, RSUs, Performance Shares and Career RSUs held by the executives (treating as unvested those Performance Shares that vested and settled based on the Compensation Committee’s subsequent determination of 2023 performance) is immediately accelerated in full upon a change of control pursuant to discretionary authority of the plan administrator granted pursuant to the applicable plan (if not otherwise accelerated pursuant to the terms of the applicable award agreements, terms of the CIC Plan or pursuant to “long service” benefits); |
Potential Payments upon Termination or Change in Control
| • | The portion of in-the-money stock options and other equity awards that are subject to accelerated vesting in connection with the termination are immediately exercised and the shares received upon exercise (or upon settlement in the case of RSUs, Performance Shares and Career RSUs) are immediately resold at the assumed price per share of our common stock on the date of termination; and |
Potential Payments upon Termination or Change in Control
| • | Any vested Career RSUs held by the executives are immediately resold at the assumed price per share of our common stock on the date of termination. |
Potential Payments upon Termination or Change in Control
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Potential Payments upon Termination or Change in Control
The actual amounts to be paid out can only be determined at the time of such executive’s separation from the Company and may differ materially from the amounts set forth in the table below. The amounts set forth in the table below do not reflect the withholding of applicable state and federal taxes.
Potential Payments upon Termination or Change in Control
| Name | Voluntary Termination ($) | Involuntary Termination | | | Death or Permanent Disability ($) | | | | Not For Cause ($) | For Cause ($) | Change in Control ($) | | | Keith E. Smith | | | | | | | CIC Plan | — | — | — | 12,957,211 | — | | Short-term/Annual Bonus (2000 MIP) | 2,480,000 | 2,480,000 | 2,480,000 | 2,480,000(1) | 2,480,000 | | Unvested and Accelerated Awards Under Equity Incentive Plans | 29,051,290 | 29,051,290 | 12,738,067 | 29,051,290 | 29,051,290 | | Total | 31,531,290 | 31,531,290 | 15,218,067 | 44,488,501 | 31,531,290 | | Josh Hirsberg | | | | | | | CIC Plan | — | — | — | 3,472,826 | — | | Short-term/Annual Bonus (2000 MIP) | 850,000 | 850,000 | 850,000 | 850,000(1) | 850,000 | | Unvested and Accelerated Awards Under Equity Incentive Plans | 7,583,605 | 7,583,605 | 3,366,759 | 9,736,105 | 7,583,605 | | Total | 8,433,605 | 8,433,605 | 4,216,759 | 14,058,931 | 8,433,605 | | Stephen S. Thompson | | | | | | | CIC Plan | — | — | — | 2,869,290 | — | | Short-term/Annual Bonus (2000 MIP) | 657,000 | 657,000 | 657,000 | 657,000(1) | 657,000 | | Unvested and Accelerated Awards Under Equity Incentive Plans | 7,776,851 | 7,776,851 | 3,925,522 | 7,776,851 | 7,776,851 | | Total | 8,433,851 | 8,433,851 | 4,582,522 | 11,303,141 | 8,433,851 | | Theodore A. Bogich | | | | | | | CIC Plan | — | — | — | 2,869,290 | — | | Short-term/Annual Bonus (2000 MIP) | 657,000 | 657,000 | 657,000 | 657,000(1) | 657,000 | | Unvested and Accelerated Awards Under Equity Incentive Plans | 5,510,854 | 5,510,854 | 2,432,258 | 7,094,339 | 5,510,854 | | Total | 6,167,854 | 6,167,854 | 3,089,258 | 10,620,629 | 6,167,854 | | Uri Clinton | | | | | | | CIC Plan | — | — | — | 3,953,386 | — | | Short-term/Annual Bonus (2000 MIP) | — | — | — | 540,000(2) | 540,000 | | Unvested and Accelerated Awards Under Equity Incentive Plans | — | — | — | 2,692,919 | | | Total | — | — | — | 7,186,305 | 540,000 | | William S. Boyd | | | | | | | CIC Plan | — | — | — | — | — | | Short-term/Annual Bonus (2000 MIP) | — | — | — | — | — | | Unvested and Accelerated Awards Under Equity Incentive Plans | 15,659,137 | 15,659,137 | 11,443,605 | 15,659,137 | 15,659,137 | | Total | 15,659,137 | 15,659,137 | 11,443,605 | 15,659,137 | 15,659,137 |
Potential Payments upon Termination or Change in Control
| (1) Represents the amount payable under the 2000 MIP in the event of a change of control followed by the executive’s termination with or without cause. |
Potential Payments upon Termination or Change in Control
| (2) Represents the amount payable under the 2000 MIP in the event of a change of control followed by the executive’s termination without cause. In the event of the executive’s termination with cause following a change of control, the amount payable would be $0. |
Potential Payments upon Termination or Change in Control
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Chief Executive Officer Pay Ratio
Chief Executive Officer Pay Ratio In 2023, the annual total compensation of Mr. Smith, our President and Chief Executive Officer, was $11,410,646, as reported in the Summary Compensation Table. Based on the methodology described below, we determined that the median employee in terms of total 2023 compensation of all Company employees (other than Mr. Smith) received an estimated $35,904 in annual total compensation for 2023. Therefore, the estimated ratio of 2023 total compensation of Mr. Smith to the median employee was 318 to 1. The pay ratio provided is a reasonable estimate calculated in a manner consistent with SEC rules. To identify our median employee and determine median employee compensation, we took the following steps:
Chief Executive Officer Pay Ratio
| • | We identified our employee population as of December 31, 2023, which consisted of approximately 16,032 full-time and part-time employees. |
Chief Executive Officer Pay Ratio
| • | With respect to employees other than Mr. Smith, we used a “base salary” for 2023, which consisted of base cash salary for salaried employees and cash compensation paid at the applicable hourly rate, plus any applicable cash tip income reported, for non-salaried employees, and Company matching contributions to the employees’ 401(k) accounts. We then identified the median employee whose compensation we believe best reflects the Company’s employees’ median 2023 compensation. |
Chief Executive Officer Pay Ratio
| • | In accordance with SEC rules, we then determined the median employee’s 2023 total compensation using the approach required by the SEC when calculating our named executive officers’ compensation, as reported in the Summary Compensation Table. The median employee’s 2023 total compensation included all cash compensation and Company matching contributions to the employee’s 401(k) account. |
Chief Executive Officer Pay Ratio
The median salary increased from $35,286 in 2022 to $35,904 for 2023. We experienced an increase in the number of individuals we employed from 15,246 as of December 31, 2022 to 16,032 as of December 31, 2023, or an increase of 786 year over year.
Chief Executive Officer Pay Ratio
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Pay Versus Performance
Pay Versus Performance The following information provides detail on the relationship between executive compensation actually paid and certain financial performance metrics. For additional information on how the Company aligns executive compensation with Company performance, see “
Compensation Discussion and Analysis
| Pay Versus Performance | | | | | | | | | | | | | | | Value of $100 Initial Investment Based On: | | | | | Year | Summary Compensation Table Total for CEO ($) | Compensation Actually Paid to CEO ($)(1) | Average Summary Compensation Table Total for Non-CEO Named Executive Officers ($)(2) | Average Compensation Actually Paid to Non-CEO Named Executive Officers ($)(3) | Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(5) | Net Income (Loss) (in thousands) ($) | Adjusted EBITDAR (in thousands) ($) | | 2023 | 11,410,646 | 14,804,618 | 3,318,748 | 4,115,019 | 213.58 | 75.96 | 620,023 | 1,394,791 | | 2022 | 10,369,721 | 7,120,582 | 3,431,198 | 2,454,683 | 184.16 | 58.28 | 639,377 | 1,390,509 | | 2021 | 14,740,782 | 25,387,421 | 4,531,494 | 7,532,905 | 219.00 | 78.17 | 463,846 | 1,365,985 | | 2020 | 2,973,606 | 8,720,802 | 1,331,123 | 2,975,201 | 143.35 | 89.66 | (134,700) | 609,894 |
Compensation Discussion and Analysis
| (1) Compensation actually paid to Mr. Smith for each of the fiscal years reported is calculated as follows: |
Compensation Discussion and Analysis
| (3) Average compensation actually paid to non-CEO named executive officers (“NEOs”) reported on an average basis is calculated as follows: |
Information Presented in the Pay versus Performance Table
Information Presented in the Pay versus Performance Table Our pay principles are intended to promote Boyd Gaming’s philosophy of being innovative yet disciplined. We seek to align executive interests with all stakeholders by setting performance measures that provide a clear path to achieving long-term value. Because the Company generally places emphasis on long-term performance, compensation actually paid as disclosed in the table above may not specifically align with achievement of performance measures for a particular year.
Information Presented in the Pay versus Performance Table
| | 28 |
Compensation Actually Paid and Cumulative Total Shareholder Return (“TSR”)
Compensation Actually Paid and Cumulative Total Shareholder Return (“TSR”) As described in “
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income The following table demonstrates the relationship between compensation actually paid and net income, which is not a performance metric used in our overall compensation program but is related to Adjusted EBITDAR, which is included in our compensation program. See “ —
Compensation Actually Paid and Adjusted EBITDAR
Compensation Actually Paid and Adjusted EBITDAR ”.
Compensation Actually Paid and Adjusted EBITDAR
Compensation Actually Paid and Adjusted EBITDAR We believe Adjusted EBITDAR is the most important indicator of our financial performance, which is indicated by the relative significance it bears in achievement of short- and long-term incentives. See “ —
PROPOSAL 1—ELECTION OF DIRECTORS
PROPOSAL 1—ELECTION OF DIRECTORS The authorized number of directors is currently fixed at eight, as set by the Board pursuant to our bylaws. The Board recommends the following individuals for election as directors to serve until the next annual election of directors.
PROPOSAL 1—ELECTION OF DIRECTORS
| • | Marianne Boyd Johnson |
PROPOSAL 1—ELECTION OF DIRECTORS
| • | Keith E. Smith |
PROPOSAL 1—ELECTION OF DIRECTORS
| • | William R. Boyd |
PROPOSAL 1—ELECTION OF DIRECTORS
| • | John Bailey |
PROPOSAL 1—ELECTION OF DIRECTORS
| • | Christine J. Spadafor |
PROPOSAL 1—ELECTION OF DIRECTORS
| • | A. Randall Thoman |
PROPOSAL 1—ELECTION OF DIRECTORS
| • | Peter Thomas |
PROPOSAL 1—ELECTION OF DIRECTORS
| • | Paul W. Whetsell |
PROPOSAL 1—ELECTION OF DIRECTORS
Vacancies on our Board and newly created directorships will generally be filled by vote of a majority of the directors then in office, and any directors so chosen will hold office until the next annual election of directors. Our Board has no reason to believe that any of the nominees will be unable or unwilling to serve if elected to office and, to our Board’s knowledge, each of the nominees intends to serve the entire term for which election is sought. However, should any nominee become unable or unwilling to accept nomination or election as a director of the Company, the proxies solicited by management will be voted for such other person as our Board may determine.