John Bailey
BOYD GAMINGAbout John Bailey
John Bailey is an independent director of Boyd Gaming Corporation, serving on the Board since 2015. He is 64 years old and is the managing partner of Bailey Kennedy, a Las Vegas law firm he founded in 2001, with 40 years of legal experience across corporate litigation, healthcare law, and gaming law. He has no current other public company directorships; previously he served on the board of SHFL Entertainment, Inc. . The Board affirmatively classifies Bailey as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bailey Kennedy (law firm) | Managing Partner (Founder) | Founded 2001; ongoing | Focused on business practices, commercial corporate litigation, healthcare law, and gaming law |
| SHFL Entertainment, Inc. (public) | Director | Not disclosed | Prior board role within gaming industry; adds public company governance experience |
External Roles
| Organization | Role | Tenure | Notes / Impact |
|---|---|---|---|
| Nevada State Athletic Commission | Chair | Not disclosed | Regulatory oversight leadership |
| Nevada State Bar Moral Character and Fitness Committee | Chair | Not disclosed | Legal profession governance |
| Andre Agassi College Preparatory Academy | Chair, Governing Board | Not disclosed | Education governance |
| Southern Nevada District Court Review Commission | Member | Not disclosed | Judicial review participation |
| Council for a Better Nevada | Director | Not disclosed | Community/economic development |
| Las Vegas Global Economic Alliance | Director | Not disclosed | Regional economic development |
| Public Education Foundation | Director | Not disclosed | Education philanthropy |
| The Smith Center for the Performing Arts | Director | Not disclosed | Arts/cultural institution governance |
| Nevada Health & Bioscience Asset Corporation | Director | Not disclosed | Health/bioscience development |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent director under NYSE standards |
| Years of service | Director since 2015 |
| Board meeting attendance | Board held 10 meetings in 2024; each current director attended at least 75% of Board and committee meetings during their service; all directors attended the 2024 annual meeting |
| Committee memberships (2024) | - Corporate Governance & Nominating Committee (Member; 6 meetings in FY2024) <br>- Compensation Committee (Member; 3 meetings in FY2024) |
| Committee chair roles | None (GovNom Chair: Christine Spadafor; Compensation Chair: Peter Thomas) |
| Presiding/Lead Director | Presiding Director Peter Thomas will not stand for re-election and will retire at the annual meeting (Bailey not designated) |
Fixed Compensation
| Component | Policy/Amount | Bailey’s 2024 Earned |
|---|---|---|
| Board retainer (cash) | $105,000 annual cash retainer for non-employee directors | Included in fees |
| Committee fees | GovNom: Member $10,000; Compensation: Member $10,000 (Chair: $20,000/$25,000; Audit Member: $15,000; Chair: $30,000) | Likely reflects 2 memberships |
| Total cash fees | — | $125,000 |
| Deferred compensation | Directors may defer up to 100% of cash fees | Available (if elected) |
| Meeting fees | Not disclosed as a separate component (program lists retainers and equity) | — |
Notes:
- Bailey’s $125,000 cash fees align with $105,000 Board retainer plus two committee memberships at $10,000 each .
Performance Compensation
| Equity Type | Policy/Grant | Vesting/Settlement |
|---|---|---|
| Annual director equity | $200,000 in time-based RSUs granted on each annual meeting date | Beginning in 2021, director stock awards fully vest on grant date and are paid in shares upon ceasing Board service (pre-2021 grants vest at retirement) |
No performance-conditioned director equity metrics are disclosed for non-employee directors; equity is time-based and intended to align director interests with shareholders .
Director Compensation (FY2024)
| Name | Fees Earned (Cash) | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| John Bailey | $125,000 | $200,000 | $325,000 |
Mix and observations:
- Cash: 38.5% ($125,000) vs Equity: 61.5% ($200,000), indicating a majority in equity to reinforce alignment .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Notes |
|---|---|---|---|
| John Bailey | 66,835 | <1% (asterisked as less than 1%) | Ownership table as of March 11, 2025; 82,512,722 shares outstanding basis |
Additional alignment policies:
- Non-employee director stock ownership guideline: at least 5x the annual cash retainer (i.e., 5 × $105,000) . Compliance status for individual directors is not disclosed in the cited sections .
Hedging/pledging:
- Company discloses an anti-hedging policy applicable to NEOs; the cited section does not specify directors. No pledging disclosure for directors found in the cited sections .
Section 16 compliance:
- The Company reports Section 16(a) filings were in compliance during 2024, except late Forms 4 for another director due to broker error; no delinquencies identified for Bailey .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Prior public company boards | SHFL Entertainment, Inc. (Director) |
| Compensation Committee interlocks | None. The Compensation Committee (Thomas, Bailey, Whetsell) reported no interlocks or insider participation with other entities’ executive officers |
Expertise & Qualifications
- Gaming/hospitality industry experience: Primary (“P”) per Board skills matrix; contributes sector-specific regulatory and operating perspective .
- Strategy/M&A/Development: Primary (“P”) per Board skills matrix .
- Public company directorship/CEO: Primary (“P”) experience via prior SHFL board role .
- Leadership: Primary (“P”); regulatory and community leadership positions listed above .
- Legal/regulatory expertise: 40 years in law with focus on gaming law; prior service on regulatory boards adds compliance perspective .
Governance Assessment
Strengths and positive signals:
- Independence affirmed; serves on key committees (Compensation; Corporate Governance & Nominating), central to oversight of executive pay and board effectiveness .
- Attendance/engagement: Board met 10x in 2024; all current directors met at least the 75% threshold and attended the annual meeting, indicating engagement (Bailey included) .
- Pay structure and alignment: Majority of director compensation in equity ($200k RSUs annually); time-based RSUs vest immediately but are settled upon departure, which supports long-term alignment without encouraging short-termism .
- Ownership: Holds 66,835 shares; director ownership guideline of 5× cash retainer is in place (individual compliance status not disclosed) .
- No disclosed conflicts: Related person transactions section does not identify any transactions involving Bailey; family-related transactions pertain to the Boyd family .
Potential risks/monitoring points:
- Committee workload and continuity: With the Presiding Director (Peter Thomas) retiring at the annual meeting, Compensation Committee leadership is changing; continue to monitor committee composition and leadership transitions for potential shifts in pay practices (Bailey is a committee member) .
- Hedging/pledging policy scope: Anti-hedging policy disclosure explicitly covers NEOs; director application is not specified in the cited sections—investors may seek clarity on director coverage .
Say-on-Pay context:
- Recent investor support was strong: approximately 94.85% approval at the 2023 annual meeting (context for overall compensation governance; not director-specific) .
RED FLAGS (as disclosed)
- No related-party transactions involving John Bailey disclosed .
- No Section 16(a) filing delinquencies disclosed for Bailey .
- No pledging disclosures involving directors found in the cited sections .
Appendix: Committee Snapshot (FY2024)
| Committee | Role | Meetings (FY2024) | Notes |
|---|---|---|---|
| Compensation | Member | 3 | Oversees all employee compensation policies; determines CEO pay; administers stock plans |
| Corporate Governance & Nominating | Member | 6 | Board composition, independence reviews, director nominations, governance principles, Board effectiveness assessment, CSR oversight |