Josh Hirsberg
BOYD GAMINGAbout Josh Hirsberg
Executive Vice President, Chief Financial Officer and Treasurer of Boyd Gaming Corporation. Hirsberg is a Named Executive Officer (NEO) with responsibility for capital allocation, balance sheet strategy, investor communications, and oversight of financial reporting and controls . BYD emphasizes pay-for-performance with incentives tied to Adjusted EBITDAR, margins and ROIC, and maintains anti-hedging and clawback policies aligned to SEC Rule 10D-1 . Company performance metrics underpinning NEO pay in 2024 included Total Shareholder Return of 250.18 (vs. Dow Jones U.S. Gambling Index 75.79), Net Income of $577,952 thousand, and Adjusted EBITDAR of $1,390,593 thousand .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Boyd Gaming Corporation | EVP, CFO & Treasurer | ≥2023–2025 | Led capital return and balance sheet strategy; communicated deleveraging and use of $1.755B FanDuel proceeds, targeted interest savings, and extended market access agreements . |
External Roles
- Not disclosed in the company’s proxy statements or 8-Ks reviewed.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 800,000 | 850,000 | 890,000 |
| Perquisites – 401(k) Contributions ($) | 25,804 | 4,950 | 5,175 |
| Perquisites – Life Insurance Premiums ($) | — | 602 | 602 |
| Perquisites – Medical Reimbursements ($) | — | 6,744 | 8,505 |
| All Other Compensation ($) | 25,804 | 12,296 | 14,282 |
Performance Compensation
| Metric | Weight | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Short-term incentive: Adjusted EBITDAR after corporate expense (FY24) | 75% | $1,359,000 (in thousands) | $1,366,000 (in thousands) | 100.5% | Paid under 2000 MIP in 2025; max payout 200% of target |
| Short-term incentive: CSR initiatives (FY24) | 10% | — | 105% of target | 105% | Diversity spend rate, waste diversion, CSR ratings |
| Short-term incentive: Discretionary (FY24) | 15% | — | — | Varies | Committee discretion |
| Hirsberg Target Bonus (FY24) | — | $979,000 | — | — | Threshold $489,500; Max $1,958,000 |
| Hirsberg Actual Non-Equity Incentive (FY24) | — | — | — | $1,049,488 | 2000 MIP |
| Long-term incentive (FY24): Time-based RSUs | — | $1,117,829 | — | — | 17,477 RSUs granted 2/28/24; 3-year vest |
| Long-term incentive (FY24): Performance Shares (PSUs) | — | $1,117,829 | — | — | Target 8,739 PSUs (max 34,954); 3-year cliff, 0–200% |
| Long-term incentive (FY24): Career Shares | — | $127,512 | — | — | 1,998 Career RSUs (1/2/24); retirement vesting schedule; 75% vested as of 12/31/24 |
Performance Share program outcomes:
- 2021–2023 performance period: blended payout 194% (Adjusted EBITDAR 75%, ROIC 25%) .
- 2022–2024 performance period: blended payout 122% (Adjusted EBITDAR 33%, consolidated Adjusted EBITDAR margin 33%, ROIC 33%) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/11/2025) | 466,742 shares; <1% of outstanding |
| Options (exercisable) | 23,924 options @ $17.75 strike; expiring 11/08/2026 |
| Unvested RSUs (as of 12/31/2024) | 17,477 (2024 grant; full vest at 3 years) market value $1,267,782 at $72.54 |
| Unvested PSUs (as of 12/31/2024) | 17,477 (2024 grant; target) market value $1,267,781; 16,455 (2023 grant; target) market value $1,193,645; 14,861 (2022 grant; payout settled 2/21/2025) market value $1,078,017 |
| Unvested Career RSUs | 18,419; 75% vested; retirement-convertible per service thresholds |
| Stock Ownership Guidelines | CFO guideline = 3x base salary |
| Hedging/Pledging | Hedging prohibited; no pledging disclosed for Hirsberg; pledged shares disclosed for other insiders (e.g., Johnson, Boyd) not for Hirsberg . |
| Option/Share Activity | 2024: 44,980 options exercised; value realized $2,752,121. Stock awards vested: 49,673 shares; value realized $3,318,789 . 2023: 32,000 options exercised; value realized $2,022,560. Stock awards vested: 79,675 shares; value realized $5,053,681 . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | None; BYD states no employment agreements for NEOs |
| Clawback | Recovery of incentive compensation if financials are restated; additional forfeiture for restrictive covenant/policy violations; administered per Exchange Act Rule 10D-1 |
| Anti-Hedging | Prohibited (e.g., swaps, collars, exchange funds) |
| Stock Ownership Guidelines | CFO 3x base salary |
| Change-in-Control Plan (estimated values as of 12/31/2024) | CIC severance: $3,975,057; MIP bonus: $979,000; accelerated equity: $11,346,779; total $16,300,836 (assumes full acceleration, lump-sum, resale at $72.54/share, change in control followed by termination) . |
| Termination Scenarios (estimated as of 12/31/2024) | Voluntary termination: $9,721,521; involuntary not-for-cause: $9,721,521; for cause: $4,988,431; CIC with termination: $16,300,836; death/disability: $9,721,521 . |
Compensation Summary (Multi-Year)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | 800,000 | 850,000 | 890,000 |
| Stock Awards (grant-date fair value) | 2,138,274 | 2,267,033 | 2,363,170 |
| Non-Equity Incentive Plan Compensation (MIP) | 800,000 | 1,092,080 | 1,049,488 |
| All Other Compensation | 25,804 | 12,296 | 14,282 |
| Total | 3,764,078 | 4,221,409 | 4,316,940 |
Compensation Structure Notes
- Target pay positioning: 50th percentile of peer group; long-term compensation 100% equity-denominated; short-term incentives performance-based .
- 2024 peer group includes Bally’s, Caesars, Churchill Downs, Golden Entertainment, MGM Resorts, Penn National, Red Rock, Travel + Leisure, Wynn Resorts, Hilton Grand Vacations, Hyatt, Marriott Vacations, Light & Wonder, Six Flags, Vail Resorts .
- Committee advisor: Exequity LLP deemed independent; CEO provides recommendations for NEOs other than himself .
Performance & Track Record
| Topic | Evidence |
|---|---|
| Capital returns | Since Oct 2021, BYD returned nearly $2.4B via repurchases/dividends; share count reduced by 28%; Q2 2025 authorization increased by $500M . |
| FanDuel stake sale | Expected proceeds $1.755B; after-tax ~$1.4B; plan to repay credit facility; estimated annual interest savings ~$85M; extended market access through 2038; online EBITDAR guidance $50–55M (FY25) and ~$30M (FY26) . |
| Balance sheet | Leverage improvement pro forma for transaction; focus on lower leverage for flexibility . |
| Ongoing operations | FY25 Q1/Q2 commentary highlights margin strength (property-level ~40%), capex plans ($600–650M FY25), dividend increased to $0.18, continued buybacks (target ~$700M annual capital returns run-rate) . |
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Support (%) |
|---|---|
| 2023 | ~94.85% |
| 2024 | ~95.96% |
Compensation Risk Indicators & Red Flags
- Hedging prohibited; clawback in place .
- No employment agreements (limits guaranteed pay) .
- Pledging: none disclosed for Hirsberg; pledged shares exist for other insiders (e.g., Johnson, Boyd) .
- Option repricing: none disclosed; 2024 showed option exercises, not repricing .
Equity Grant & Vesting Details (FY24 Grants)
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Time-based RSUs | 02/28/2024 | 17,477 | 1,117,829 | Single 3-year vest |
| Performance Shares (target) | 02/28/2024 | 8,739 (target); 34,954 (max) | 1,117,829 | 3-year cliff; performance 0–200% |
| Career RSUs | 01/02/2024 | 1,998 | 127,512 | Retirement-based (≥10 yrs/age thresholds); 75% vested at 15 years |
Investment Implications
- Alignment: High variable pay tied to EBITDAR/margins/ROIC and 100% equity LTI design support pay-for-performance; stock ownership guidelines (3x salary) and no hedging deepen alignment .
- Insider selling pressure: Hirsberg realized option exercise values in 2023–2024 and ongoing RSU/PSU vesting; while exercises can create supply, there is no disclosed pledging or hedging, and overall ownership remains <1% of shares outstanding .
- Retention/contract risk: Absence of an employment agreement reduces guaranteed protections; however, the CIC plan and accelerated vesting mechanics materially increase payout upon change-in-control with termination, which can influence executive behavior around strategic transactions .
- Trading signals: Management’s deleveraging and capital return cadence (higher repurchase run-rate, dividend increase) under Hirsberg’s financial leadership signal confidence in free cash flow durability; FanDuel monetization improves balance sheet resilience and optionality for reinvestment versus buybacks .
- Governance: Strong say-on-pay support (~95–96%) and independent comp advisor reflect shareholder acceptance of the incentive framework; continued focus on CSR metrics in annual incentives may modestly buffer payouts even if financial metrics are near target .