Christine Spadafor
BOYD GAMINGAbout Christine J. Spadafor
Independent director of Boyd Gaming Corporation since 2009 (16 years of service). Age 69. CEO of SpadaforClay Group, Inc. with prior partner roles at three global consulting firms (including Boston Consulting Group). Recognized by the American Bar Association/DirectWomen as one of the nation’s top 20 female attorneys with business expertise for corporate boards; frequent lecturer (Tuck School of Business, Harvard Medical School) and BBC World Service “Business Matters” commentator . She is an independent director under NYSE standards and serves as an Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SpadaforClay Group, Inc. | Chief Executive Officer | Not disclosed | Advises Fortune 100 C-suites on strategy, transitions, risk, CSR; broad management experience |
| Boston Consulting Group (and two other global firms) | Partner | Not disclosed | Led engagements across enterprise growth, M&A, regulatory compliance, risk management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BBC World Service “Business Matters” | Commentator | Not disclosed | Global radio broadcast/podcast contributor |
| Tuck School of Business at Dartmouth | Lecturer, Visiting Executive Program | Not disclosed | Governance/leadership topics |
| Harvard Medical School (and other graduate programs) | Lecturer | Not disclosed | Governance/leadership/CSR/HCM content |
| Other public company directorships | None | — | No current public company boards |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director (NYSE standards) |
| Board Tenure | Director since 2009 |
| 2024 Board/Committee Meetings | Board: 10; Audit: 12; Governance & Nominating (GovNom): 6; Compensation: 3 |
| Attendance | Each current director attended at least 75% of Board/committee meetings in 2024; all attended 2024 annual meeting |
| Committee Assignments (2024) | - Audit Committee member; designated “audit committee financial expert” - GovNom Committee Chair (oversees director selection, governance principles, and CSR initiatives) |
| Audit Committee Expertise | All Audit members are “audit committee financial experts” (company highlight) |
| Board Leadership | Separation of Executive Chairman and CEO; Presiding Director structure; not assigned to Spadafor |
| Executive sessions | Not disclosed — |
| Say-on-Pay result (context) | 2025 say‑on‑pay support ~95.96% of votes cast |
Fixed Compensation (Director)
| Component | Amount/Terms | 2024 Amount (Spadafor) |
|---|---|---|
| Annual Board retainer | $105,000 cash (non‑employee directors) | Included in total below |
| Committee fees | Audit: Chair $30,000 / Member $15,000; Compensation: Chair $25,000 / Member $10,000; GovNom: Chair $20,000 / Member $10,000 | Audit member $15,000; GovNom Chair $20,000 (combined with board retainer equals $140,000) |
| Total cash fees (2024) | — | $140,000 |
Performance Compensation (Director Equity)
| Year | Annual Equity Grant | Vesting/Settlement |
|---|---|---|
| 2024 | $200,000 grant-date fair value | For directors, stock awards for Board service fully vest on grant date and are paid in shares upon cessation of Board service (policy since 2021) |
| 2023 | $200,027 grant-date fair value | Same vesting/settlement policy noted above |
No director-specific performance metrics apply; director equity is time-based (annual grants) .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None |
| Compensation Committee interlocks | Company disclosed none (no reciprocal executive/director arrangements) |
| Related-party transactions involving Spadafor | None disclosed; related-party items primarily relate to Boyd family executives/directors |
Expertise & Qualifications
- Audit and financial oversight: Audit Committee member and designated audit committee financial expert .
- Governance leadership: Chair of GovNom (oversees director nominations, governance principles, independence reviews, Board effectiveness assessments, CSR oversight) .
- Strategic and operational advisory: Experience in enterprise growth, corporate transitions, M&A, regulatory compliance, risk management, CSR, and human capital management .
- Recognition and teaching: ABA/DirectWomen top 20; lecturer at Tuck/Harvard Medical; global business commentator (BBC) .
Equity Ownership
| As of | Shares Beneficially Owned | Notes | % of Class |
|---|---|---|---|
| Mar 11, 2025 | 115,400 | Includes 110,548 RSUs fully vested upon grant; paid in shares upon cessation of Board service | <1% (82,512,722 shares outstanding) |
| Mar 12, 2024 | 117,702 | Includes 110,548 RSUs fully vested upon grant; paid in shares upon cessation of Board service | <1% (95,730,836 shares outstanding) |
- Director stock ownership guideline: Independent directors must hold Company stock at least equal to 5x the annual cash retainer .
Insider Trades (Section 16)
| Date (Filing) | Form | Transaction | Notes |
|---|---|---|---|
| May 29, 2024 (filed late) | Form 4 | Market sale | Late due to broker administrative error; company states issue remediated |
| Aug 29, 2024 (filed late) | Form 4 | Market sale | Late due to broker administrative error; company states issue remediated |
Governance Assessment
-
Strengths
- Independent director with lengthy tenure and leadership as GovNom Chair; formal oversight of CSR and governance principles enhances Board accountability and stakeholder alignment .
- Audit Committee financial expert; reinforces financial oversight and controls rigor .
- Engagement/attendance: company reports all directors met ≥75% attendance and attended the annual meeting; Board met 10 times in 2024, indicating active oversight cadence .
- Balanced director pay structure with meaningful equity component ($200k annual grant) supports alignment; cash pay reflects committee responsibilities ($140k) .
- No compensation committee interlocks; robust clawback and anti‑hedging policies at company level support investor protections .
-
Potential risks/flags
- Two late Form 4 filings in 2024 for share sales (broker processing error); minor compliance blemish but disclosed as remediated .
- Concentrated related‑party dynamics elsewhere on the Board (Boyd family roles), though no related‑party items disclosed for Spadafor .
- Director ownership includes substantial fully vested RSUs payable upon cessation; while typical for U.S. boards, settlement timing can defer realized alignment; company does not disclose director‑by‑director compliance against the 5x retainer guideline .
Overall, Spadafor’s independence, committee leadership (GovNom Chair), and audit financial expertise support Board effectiveness and investor confidence. The disclosed late filings appear administrative and remediated; no related‑party conflicts are disclosed for her, and compensation design is standard with equity-based alignment for directors .