DEF 14A of Boyd Gaming Corp
Filed Mar 20, 2026 · FY20250001193125-26-116798
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
| Proxy Summary | | 2026 Proxy Statement Summary | 1 | | | | Corporate Governance Highlights | 2 | | | | Board Leadership Structure and Role in Risk Oversight | 3 | | | | Identifying and Evaluating Director Nominees | 4 | | | | Board Qualifications and Experience | 4 | | Effective Governance | | Director Nominees | 5 | | | | Director Independence | 8 | | | | Communicating with our Board | 8 | | | | Board Committees | 9 | | | | Compensation Committee Interlocks and Insider Participation | 9 | | Our Approach to Business | | Boyd Style | 10 | | Director Compensation | | Director Compensation | 11 | | | | Compensation Discussion and Analysis | 12 | | | | Compensation Tables | 16 | | | | Summary Compensation | 16 | | | | Grants of Plan-Based Awards | 17 | | Executive Compensation | | Outstanding Equity Awards at Fiscal Year-End | 18 | | | | Option Exercises and Stock Vesting | 19 | | | | Non-Qualified Deferred Compensation | 19 | | | | Potential Payments upon Termination or Change in Control | 20 | | | | CEO Pay Ratio | 22 | | | | Pay vs. Performance | 23 | | Stock Ownership | | Ownership of Principal Stockholders and Management | 27 | | | | Section 16(a) Reporting Compliance | 28 | | Proposals Requiring your Vote | | Proposal 1—Election of Directors | 29 | | | | Proposal 2—Ratification of Independent Registered Public Accounting Firm | 30 | | | | Audit and Non-Audit Fees | 30 | | | | Audit Committee Report | 31 | | | | Proposal 3—Advisory Vote on Executive Compensation | 32 | | | | Equity Compensation Plan Information | 33 | | Other Information | | Transactions with Related Persons | 33 | | | | Q&A | 34 | | | | Stockholder Proposals; Other Matters | 38 |
BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT
| Marianne Boyd Johnson Chairman Director Since: 1990 Age: 67 Other Public Company Boards: Western Alliance Bancorporation | EXPERIENCE: Since January 1, 2026, Ms. Johnson has served as Chairman of the Board of Directors and has served as a Director of the Company since 1990. Ms. Johnson previously served as Executive Chairman of the Board, Co-Executive Chair and Vice Chairman. Ms. Johnson also served as an Executive Vice President of the Company from 2008 to May 2023, which followed more than 30 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. 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. |
BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT
| Keith Smith President, CEO and Director Director Since: 2005 Age: 65 Other Public Company Boards: SkyWest, Inc. | EXPERIENCE: As President and CEO 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 CEO 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 chairman of both the audit committee and nominating and governance committee. 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. |
BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT
| William R. Boyd Director Director Since: 1992 Age: 66 Other Public Company Boards: None | EXPERIENCE: Mr. Boyd has served as a Director since September 1992 and served as Vice President of the Company from December 1990 through September 2024. He also served as chair of the Company’s corporate compliance committee. Mr. Boyd also held various administrative and operations positions within the Company from 1978 through December 1990. 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. |
BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT
| John Bailey Director Director Since: 2015 Age: 65 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 40 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, 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 Asset 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 40 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. |
BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT
| Michael Hartmeier Director Director Since: 2024 Age: 63 Other Public Company Boards: DiamondRock Hospitality | EXPERIENCE: Mr. Hartmeier is the former Group Head of Lodging, Gaming and Leisure Investment Banking at Barclays and also sits on the board of directors of DiamondRock Hospitality. Mr. Hartmeier previously served on the board of directors of Full House Resorts, Inc., a regional casino operator. His other prior roles include group head positions in hospitality and gaming for Lehman Brothers and Credit Suisse First Boston. Mr. Hartmeier has completed over $125 billion in financing and advisory assignments during his 25 years as an investment banker. Mr. Hartmeier received his Master of Business Administration from Harvard Business School and a B.A. in Economics-Business from the University of California Los Angeles (“UCLA”). While at UCLA, he was awarded the Pacific-10 Conference Medal. He is currently licensed as a certified public accountant (inactive) and began his career as an auditor at Price Waterhouse. | | | Mr. Hartmeier provides valuable insight with respect to strategy and capital markets, particularly within the gaming and banking industries. |
BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT
| Christine Spadafor Director Director Since: 2009 Age: 70 Other Public Company Boards: None | EXPERIENCE: Ms. Spadafor is the Chief Executive Officer of SpadaforClay Group, Inc., a management consulting firm. 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. Prior to establishing her own firm, she was a partner at three global management consulting firms, including the Boston Consulting Group. 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 a lecturer at Harvard Medical School and other graduate programs. She is a speaker/keynote at seminars, meetings and podcasts addressing agile leadership 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 further enhances the Company’s approach to such issues, from both a strategic and an operational perspective. |
BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT
| A. Randall Thoman Director Director Since: 2019 Age: 74 Other Public Company Boards: None | 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”). He previously served on the board of directors of Southwest Gas Holdings, 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 via his prior other public company directorships and his experience in the gaming industry. |
BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT
| Paul Whetsell Director Director Since: 2015 Age: 75 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 in the hospitality industry, his active involvement in lodging and hospitality associations, and his service on other public company boards. |
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 | - Member: $105,000 - Presiding Director: additional $45,000 | | Audit Committee | - Chair: $35,000 - Member: $15,000 | | Compensation Committee | - Chair: $25,000 - Member: $10,000 | | GovNom Committee | - Chair: $25,000 - Member: $10,000 |
DIRECTOR COMPENSATION
All non-employee directors also receive time-based RSUs equal to $200,000 on each annual meeting date. The following table sets forth the compensation earned for director services by each non-employee director during the fiscal year ended December 31, 2025.
DIRECTOR COMPENSATION
| Name(1) | Fees Earned or Paid in Cash ($)(2)(3) | Stock Awards ($)(4) | Total ($) | | John Bailey | 150,625 | 200,000 | 350,625 | | Christine Spadafor | 142,083 | 200,000 | 342,083 | | A. Randall Thoman | 137,083 | 200,000 | 337,083 | | Paul Whetsell | 133,438 | 200,000 | 333,438 | | Michael Hartmeier | 125,625 | 200,000 | 325,625 | | William R. Boyd | 105,000 | 200,000 | 305,000 |
DIRECTOR COMPENSATION
| (1) Neither Mr. Smith nor Ms. Johnson received compensation for serving as a member of the Board in 2025. Mr. Smith was compensated for his service as an executive officer; Ms. Johnson was compensated for her service as Executive Chairman. Ms. Johnson will receive fees for her Board service effective January 1, 2026. For more information, see “Compensation Discussion and Analysis” and “Transactions with Related Persons.” Peter Thomas received $92,500 cash for fees earned for his Board service until his retirement from the Board on May 8, 2025. |
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 fees that are paid in cash. |
DIRECTOR COMPENSATION
| (3) The Board approved increases to annual retainer fees effective August 1, 2025 as follows: Presiding Director $45,000 (previously $30,000), Audit Committee Chair $35,000 (previously $30,000), and GovNom Committee Chair $25,000 (previously $20,000). |
DIRECTOR COMPENSATION
| (4) Reflects the grant date fair value of awards made pursuant to our 2020 Stock Incentive Plan (“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, 2025 included in our Annual Report on Form 10-K filed with the SEC on February 20, 2026. |
DIRECTOR COMPENSATION
| 11 | 2026 Proxy Statement |
AND ANALYSIS
| ✓ | Total executive compensation is targeted at the 50th percentile of our peer group |
AND ANALYSIS
| ✓ | Short-term incentive compensation is performance-based |
AND ANALYSIS
| ✓ | Long-term compensation is 100% equity-denominated |
AND ANALYSIS
| ✓ | No employment agreements |
AND ANALYSIS
RISK CONSIDERATIONS IN OUR COMPENSATION PROGRAMS Risk-taking is an essential part of growing a business, and prudent risk management is necessary to deliver long-term, sustainable stockholder value. In 2025, we reviewed compensation policies that can raise or lower our compensation risk profile, whether individually or collectively. This review includes our compensation strategy, short- and long-term incentive plan designs, executive severance agreements, benefits and perquisites, governance practices, and other policies and practices. We believe the process we followed in 2025 is complete and sufficient for determining whether the Company’s practices are reasonably likely to encourage excessive risk taking. The Compensation Committee believes that our executive compensation program supports the objectives described above without encouraging inappropriate or excessive risk-taking. We also 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 2025 pay consisted of the following: Bally’s Corporation; Caesars Entertainment, Inc.; Churchill Downs Incorporated; Golden Entertainment, Inc.; Hilton Grand Vacations Inc.; Hyatt Hotels Corporation; Light & Wonder, Inc.; Marriott Vacations Worldwide Corporation; MGM Resorts International; PENN Entertainment, Inc.; Red Rock Resorts, Inc.; Six Flags Entertainment Corporation; Travel + Leisure Co.; Vail Resorts, Inc.; and Wynn Resorts, Limited. 2025 TARGET COMPENSATION MIX Consistent with our compensation philosophy and risk considerations, 2025 target compensation mix for Mr. Smith and our other NEOs was as follows:
AND ANALYSIS
| * Does not include Career Shares, which vest based on an NEO’s age and length of service. For more information, see “Long Term Incentives.” |
AND ANALYSIS
In 2025, the Compensation Committee adjusted Mr. Smith’s total target compensation such that 60% of his long-term incentive compensation is performance-based and 40% is time-based. Prior to 2025, Mr. Smith’s performance-based and time-based long-term incentive awards were allocated 50% each.
AND ANALYSIS
SHORT-TERM INCENTIVES Our commitment to responsible growth, operational efficiencies, and balanced capital allocation has allowed us to successfully maintain sustainable expansion and positive financial results. The Compensation Committee continued its philosophy of executing on a measured approach to 2025 compensation, approving a design for the short-term incentive program based on a twelve-month performance period that considered a mix of (i) Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Rent (“Adjusted EBITDAR”) after corporate expense(1)and (ii) individual contributions to achievement of strategic Company initiatives.
AND ANALYSIS
| Metric | Weight | Threshold | Target** | Maximum | Payout | | Adjusted EBITDAR after Corporate Expense(1)* | 90% | $1,106,400** | $1,383,000 | $1,659,600** | 100% | | Achievement of Strategic Company Initiatives | 10% | — | — | — | — |
AND ANALYSIS
| ** 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. |
AND ANALYSIS
Maximum payout under the short-term incentive plan is capped at 200% of target. Actual 2025 Adjusted EBITDAR after corporate expense equaled $1,383,000, which resulted in performance at 100% of target. Each of our NEOs achieved 100% of their contributions related to achievement of strategic Company initiatives. As a result, the blended payout received by each of our NEOs equaled 100%. These amounts were paid entirely in 2026. LONG-TERM INCENTIVES We believe long-term compensation should serve both as an incentive for achieving longer term Company performance goals and as a retention tool for our executives. We also believe that stock price appreciation and ownership in the Company are valuable incentives that align executive and stakeholder interests. Our NEOs receive long-term incentive compensation in the form of time-based RSUs, Performance Shares and Career Shares. Grants for the 2025 target period were as follows:
AND ANALYSIS
| Executive | Time-Based RSUs ($)(1) | Target Performance Shares ($) | Career Shares ($)(2) | | Keith Smith | 3,553,966 | 5,330,909 | 239,984 | | Josh Hirsberg | 1,306,618 | 1,306,618 | 133,532 | | Stephen Thompson | 966,859 | 966,859 | 115,503 | | Theodore Bogich | 966,859 | 966,859 | 115,503 | | Uri Clinton | 836,213 | 836,213 | 101,280 |
AND ANALYSIS
| (1) Time-based RSU grants generally vest one-third on each anniversary of the grant date. |
AND ANALYSIS
| (2) Our Career Shares Program provides for the grant of RSUs (“Career Shares” or “Career RSUs”) under our Stock Incentive Plan. Each Career Share entitles a holder to one share of common stock upon vesting. To receive payout, 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 Career Shares. The amount increases to 75% after 15 years and 100% after 20 years of employment. Each NEO received an annual grant of Career Shares equal to a percentage of his base salary in 2025. As of December 31, 2025, Messrs. Smith, Thompson, and Bogich were 100% vested in each of their respective Career Shares, Mr. Hirsberg was 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”. |
COMPENSATION TABLES
| Name and Principal Position | Year | Salary ($)(2) | Bonus ($) | Stock Awards ($)(3)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Keith Smith President and CEO | 2025 | 1,850,000 | — | 9,124,858 | 3,700,000 | 22,629 | 14,697,487 | | | 2024 | 1,600,000 | — | 6,691,049 | 3,173,120 | 31,809 | 11,495,978 | | | 2023 | 1,550,000 | — | 6,666,287 | 3,168,200 | 26,159 | 11,410,646 | | Josh Hirsberg CFO and Treasurer | 2025 | 925,000 | | 2,746,768 | 1,017,500 | 13,754 | 4,703,022 | | | 2024 | 890,000 | — | 2,363,170 | 1,049,488 | 14,282 | 4,316,940 | | | 2023 | 850,000 | — | 2,267,033 | 1,092,080 | 12,296 | 4,221,409 | | Stephen Thompson Chief Administrative Officer | 2025 | 790,000 | | 2,049,221 | 869,000 | 9,315 | 3,717,536 | | | 2024 | 770,000 | — | 1,848,332 | 907,984 | 7,058 | 3,533,374 | | | 2023 | 730,000 | — | 1,715,411 | 852,640 | 5,408 | 3,303,459 | | Theodore Bogich(1) Chief Operating Officer | 2025 | 790,000 | | 2,049,221 | 869,000 | 6,320 | 3,714,541 | | | 2024 | 770,000 | — | 1,848,332 | 907,984 | 5,633 | 3,531,949 | | | 2023 | 730,000 | — | 1,715,411 | 852,640 | 5,408 | 3,303,459 | | Uri Clinton General Counsel and Corporate Secretary | 2025 | 700,000 | | 1,773,707 | 700,000 | 7,870 | 3,181,577 | | | 2024 | 675,000 | — | 1,481,116 | 723,600 | 7,058 | 2,886,774 | | | 2023 | 600,000 | — | 1,263,484 | 700,800 | 5,408 | 2,569,692 |
PAY VS. PERFORMANCE
PAY VS. 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
| | | | | | 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) ($) | | 2025 | 14,697,487 | 18,124,227 | 3,829,169 | 4,780,449 | 206.98 | 81.82 | 1,843,273 | 1,353,762 | | 2024 | 11,495,978 | 14,442,596 | 3,567,259 | 4,362,719 | 174.52 | 84.53 | 577,952 | 1,390,593 | | 2023 | 11,410,646 | 14,804,618 | 3,318,748 | 4,115,190 | 148.99 | 84.71 | 620,023 | 1,394,791 | | 2022 | 10,369,721 | 7,120,582 | 3,431,198 | 2,454,683 | 128.47 | 65.00 | 639,377 | 1,390,509 | | 2021 | 14,740,782 | 25,387,421 | 4,531,494 | 7,532,905 | 152.77 | 87.18 | 463,846 | 1,365,985 |
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 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.
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 “