A. Randall Thoman
BOYD GAMINGAbout A. Randall Thoman
A. Randall “Randy” Thoman, age 73, has served as an independent director of Boyd Gaming Corporation since 2019. He is principal of Thoman International, LLC (formed in 2009) and previously spent over 30 years at Deloitte & Touche LLP, including partner from 1991–2009 and primary technical partner in the Las Vegas office for 15+ years, with deep expertise in technical accounting and audit standards; he has more than 30 years as a Certified Public Accountant . He also serves on the board of Southwest Gas Holdings, Inc., chairing its Audit Committee; past directorships include SLS Las Vegas and SHFL Entertainment, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Partner; Primary Technical Partner (Las Vegas) | Partner 1991–2009; technical partner >15 years | Led technical interpretation/application of accounting principles and audit standards; reviewed SEC registrant reporting |
| Thoman International, LLC | Principal | 2009–present | Business advisory and consulting |
| SLS Las Vegas | Director | Prior service (dates not disclosed) | — |
| SHFL Entertainment, Inc. | Director | Prior service (dates not disclosed) | — |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southwest Gas Holdings, Inc. | Director; Audit Committee Chair | Current | Chairs Audit Committee; (historically also a member of Compensation Committee per earlier disclosures) |
Board Governance
- Independence: The Board determined Thoman is an independent director under NYSE standards .
- Committees and chair roles: Audit Committee Chair; designated an “audit committee financial expert.” Audit Committee held 12 meetings in fiscal 2024; members included Thoman (Chair), Hartmeier, Spadafor, Thomas . Thoman is not listed on the Compensation or Governance & Nominating Committees .
- Board and committee attendance: The Board held 10 meetings in 2024; each current director attended at least 75% of Board and applicable committee meetings and attended the 2024 annual meeting . In 2023, the Board held 9 meetings; each director attended at least 75% .
- Shareholder support in director elections: Votes “For” Thoman were 55,486,047 (withheld 511,040) in 2025 and 83,063,935 (withheld 474,596) in 2024; he was elected to serve until the next annual meeting each year .
- Audit oversight: Thoman signed the Audit Committee Report recommending inclusion of audited financial statements in the 2024 Form 10-K .
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 135,000 | 200,000 | 335,000 |
| 2023 | 135,000 | 200,027 | 335,027 |
- Annual director fee schedule (2024 program): Board Member $105,000; Presiding Director +$30,000; Audit Chair $30,000 / Member $15,000; Compensation Chair $25,000 / Member $10,000; Governance & Nominating Chair $20,000 / Member $10,000 . In 2025 program, cash retainer schedule is unchanged, and all non-employee directors receive an annual stock award equal to $200,000 on each annual meeting date .
Performance Compensation
- Director equity is time-based RSUs; beginning in 2021, stock awards granted to directors for Board service fully vest on grant date and are paid in shares upon cessation of Board service (no performance metrics tied to director equity) . Thoman’s beneficial ownership footnote confirms RSUs granted for Board service are fully vested upon grant and payable at cessation .
| Metric | 2024 Disclosure |
|---|---|
| Performance-linked director pay metrics | None disclosed for directors; RSUs are time-based and fully vested on grant |
Other Directorships & Interlocks
| Company | Role | Committee Positions | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Southwest Gas Holdings, Inc. | Director | Audit Committee Chair; (historically on Compensation Committee) | Utility sector customer/supplier exposure to Boyd appears limited; no disclosed related-party transactions with BYD |
Expertise & Qualifications
- Audit and financial expertise: More than 30 years as a CPA; extensive technical accounting/audit experience; designated audit committee financial expert .
- Public company and gaming industry experience: Current Southwest Gas board; prior SHFL Entertainment and SLS Las Vegas directorships .
- Strategic oversight: Long tenure in audit governance and board roles, relevant to BYD’s regulated gaming environment .
Equity Ownership
| Metric | As of Mar 11, 2025 | As of Mar 12, 2024 |
|---|---|---|
| Total beneficial ownership (shares) | 17,316; <1% of class | 13,621; <1% of class |
| RSUs included in beneficial ownership | Includes 6,450 RSUs fully vested upon grant, payable at cessation of service | Includes 6,450 RSUs fully vested upon grant, payable at cessation of service |
| Pledging/hedging | No pledging footnote for Thoman; company discloses pledging by other insiders (e.g., Boyd family) but not Thoman | |
| Director stock ownership guideline | Directors must hold stock equal to ≥5x annual cash retainer; individual compliance status not disclosed |
Governance Assessment
- Strengths: Independent director with deep audit/accounting expertise; chairs Audit Committee and is designated financial expert; consistent attendance; strong shareholder support in elections (e.g., 2025 votes for: 55.49M) . Audit Committee oversight robust and documented via report and auditor pre-approval policies .
- Compensation alignment: Director pay mix combines fixed cash with equity; annual RSU grants align with shareholder value and are standardized across non-employee directors; fee schedule reflects audit chair responsibilities .
- Say-on-pay signal: Advisory approval strong—approximately 95.96% votes cast “For” in 2025 and 94.85% in 2024—supporting confidence in compensation oversight .
- Related-party/Conflict review: No related-party transactions disclosed involving Thoman; company’s related-person disclosures focus on Boyd family members . Potential perceived conflict: Thoman is a former Deloitte partner while BYD’s auditor is Deloitte; however, his Deloitte tenure ended in 2009 and the proxy reiterates auditor independence and Audit Committee pre-approval controls; audit fees and independence processes are transparently disclosed .
- Risk indicators: A 2023 administrative late Form 4 filing affected multiple directors, including Thoman—remediated per company disclosure (process quality note, not a persistent issue) .
- Policies: Company maintains anti-hedging and clawback policies (primarily articulated for NEOs) and director stock ownership guidelines, which support alignment and risk management .
RED FLAGS: None material disclosed specific to Thoman (no pledging, no related-party transactions, high election support). Monitor perceived independence where former auditor affiliation intersects with current auditor (Deloitte), though tenure gap and committee controls mitigate this concern . Note the 2023 administrative late Form 4 as a minor process issue, since remediated .