Not independent
Tenure on this board
34.4 yrs
Also a director at
Western Alliance Bancorporation (WAL)
8 nominees · 3 ballot items.
Elect eight directors; ratify Deloitte & Touche LLP as independent auditors for fiscal 2026; and hold a non-binding advisory "say-on-pay" vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
Elect eight directors (Marianne Boyd Johnson; Keith Smith; William R. Boyd; John Bailey; Michael Hartmeier; Christine Spadafor; A. Randall Thoman; Paul Whetsell) to serve until the next annual meeting or until their successors are elected and qualified.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation paid to the Named Executive Officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables.
This non-binding proposal asks stockholders to approve the overall compensation of the Company’s Named Executive Officers (NEOs) as disclosed in the proxy, effectively endorsing Boyd Gaming’s mix of short-term incentives, long-term equity awards (time-based RSUs, Performance Shares, and Career Shares), and governance mechanisms such as clawbacks and stock ownership guidelines. Management is seeking shareholder approval to demonstrate support for the design and outcomes of its pay programs, which it argues align executive incentives with long-term operational and financial objectives (e.g., Adjusted EBITDAR, consolidated EBITDAR margin, and ROIC). The board and Compensation Committee emphasize that pay is performance-linked, citing target compensation positioning, the 2025 compensation mix changes for the CEO (increasing performance-based LTI allocation), and the use of multi-year performance metrics for Performance Shares. While advisory and non-binding, the vote serves as a critical governance signal; the Company states it will consider the outcome in future compensation decisions and notes prior strong support (approximately 90.38% in 2025). Company-specific context includes robust 2025 financial results (e.g., adjusted EBITDAR and net income), substantial equity-based compensation that ties realized pay to stock performance, and recent governance practices such as an annual say-on-pay frequency and clawback policy. Opposing considerations for investors could include the large absolute magnitude of CEO pay, potential misalignment if performance metrics are set or measured in ways that favor management, and the limited remedial effect of a non-binding vote beyond reputational pressure and subsequent engagement. The Compensation Committee’s rationale for recommending a FOR vote is that the program incentivizes long-term value creation while incorporating risk mitigation (clawback, anti-hedging, stock ownership guidelines) and has demonstrably produced payouts tied to Company performance. Given the Company’s disclosure of peer group benchmarking, use of an independent compensation consultant, and the substantial equity orientation of pay, a FOR recommendation reflects management’s view that the program balances retention, incentive, and alignment objectives, while the advisory nature of the vote preserves shareholder oversight through engagement and future adjustments.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 4.0% | 2,996,947 | $246M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.7% | 2,776,554 | $228M |
| 3 | Boston Partners | 3.4% | 2,563,833 | $211M |
| 4 | COHEN STEERS, INC. | 3.3% | 2,470,510 | $203M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.2% | 2,403,444 | $198M |
| 6 | ARIEL INVESTMENTS, LLC | 2.9% | 2,166,347 | $178M |
| 7 | STATE STREET CORP | 2.6% | 1,964,165 | $162M |
| 8 | BlackRock, Inc. | 2.2% | 1,660,317 | $136M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 1,397,747 | $115M |
| 10 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.8% | 1,356,008 | $111M |
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