Keith Smith
BOYD GAMINGAbout Keith Smith
Keith Smith is President, CEO and Director of Boyd Gaming (BYD); he joined the company in 1990, became COO in 2001, President in 2005, and CEO in January 2008. He has served on BYD’s Board since April 2005 and is age 64 . Under Smith’s leadership, BYD emphasizes Adjusted EBITDAR and ROIC in its incentive design; pay-versus-performance disclosure shows cumulative TSR value of $100 investment at 250.18 in 2024, Net Income of $577.9M and Adjusted EBITDAR of $1,390.6M for 2024, illustrating focus on profitability and shareholder returns . BYD reports “solid revenue and EBITDAR performance” with disciplined capital allocation and active buybacks/dividends under this framework .
Operating performance (for context):
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenue ($, mm) | 2,059.2* | 3,262.3* | 3,420.6* | 3,599.95* | 3,786.70* |
| EBITDA ($, mm) | 470.0* | 1,176.1* | 1,252.1* | 1,243.2* | 1,221.1* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Boyd Gaming | Executive Vice President, Operations | 1998 | Led operations prior to COO promotion |
| Boyd Gaming | Chief Operating Officer | 2001 | Oversaw enterprise operations, groundwork for CEO role |
| Boyd Gaming | President | 2005 | Senior leadership of growth and operations |
| Boyd Gaming | Chief Executive Officer | 2008–present | Strategic, operational and financial leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SkyWest, Inc. | Director; Chair of Audit and Nominating & Governance Committees | — | Cross-industry governance, audit and nom/gov expertise |
| Federal Reserve Bank of San Francisco (Los Angeles Branch) | Chairman (prior) | — | Financial oversight experience |
| American Gaming Association | Chairman (prior) | — | Industry leadership and policy engagement |
| Nevada Resort Association | Chairman (prior) | — | State industry leadership |
| Las Vegas Convention and Visitors Authority | Vice Chairman (prior) | — | Regional tourism and development experience |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,500,000 | 1,550,000 | 1,600,000 |
| Perquisites ($) | 39,209 | 26,159 | 31,809 |
| CEO Pay Ratio | — | 318:1 (2023) | 304:1 (2024) |
Notes: 2024 perquisites include 401(k) contribution $5,175, life insurance $602, medical reimbursements $8,049, and personal aircraft use $17,983 .
Performance Compensation
Short-Term Incentive (2000 MIP) – 2024 design and outcomes
- Design: 12-month performance period; metrics and weights: Adjusted EBITDAR after corporate expense 75%; CSR initiatives 10%; Discretionary 15% . Target/threshold/maximum payouts scale 50% at 80% of target; 200% at 120% of target .
- Results: Adjusted EBITDAR achievement 100.5% of target ($1,366,000k vs $1,359,000k target); CSR 105%; blended payout varied by individual discretionary assessment; paid in 2025 .
| Metric | Weight | Target (units) | Actual | Payout Notes |
|---|---|---|---|---|
| Adjusted EBITDAR after corporate expense | 75% | $1,359,000k | $1,366,000k (100.5% of target) | Scales 50%–200% of target |
| CSR (diversity spend, waste diversion, CSR ratings) | 10% | — | 105% of target | Qualitative/scorecard per goals |
| Discretionary | 15% | — | Varies by executive | Committee judgment |
CEO bonus paid (Non-Equity Incentive Plan Compensation): $2,400,000 (2022), $3,168,200 (2023), $3,173,120 (2024) .
Long-Term Incentives (LTI)
- Instruments: Time-based RSUs (3-year cliff vest), Performance Shares (3-year cliff; up to 200% payout), Career Shares (retirement-oriented RSUs; vesting based on age/service; payout at separation) .
- 2024 Target Grants (fair value): RSUs $3,229,276; Performance Shares $3,229,276; Career Shares $232,497 .
- 2024 Granted Quantities (CEO): Career RSUs 3,643 (1/2/24); RSUs 50,489; Performance Shares 25,245/50,489/100,978 for threshold/target/max (2/28/24) .
- Prior-cycle PSU outcome: 2022–2024 PSU cycle paid at 122% (metrics: Adjusted EBITDAR, margin, ROIC; equal weights) .
| 2024 LTI Component | Grant Date | Quantity/Terms | Fair Value ($) |
|---|---|---|---|
| Career RSUs | 01/02/2024 | 3,643 units; payout at separation; 100% vested based on age/service for Mr. Smith | 232,497 |
| Time-based RSUs | 02/28/2024 | 50,489; vest in full at 3rd anniversary | 3,229,276 |
| Performance Shares | 02/28/2024 | 25,245 (thr) / 50,489 (tgt) / 100,978 (max); 3-year cliff; performance conditions | 3,229,276 |
Compensation mix and philosophy
- Total executive compensation targeted at 50th percentile of peer group; long-term compensation 100% equity-denominated; stock ownership guidelines apply .
- Pay design emphasizes at-risk pay; STI shifted from 2023’s 90% Adjusted EBITDAR/10% CSR+Diversity to 2024’s 75% Adjusted EBITDAR, 10% CSR, 15% discretionary, increasing Committee discretion (a modest red flag if overused) .
Equity Ownership & Alignment
Beneficial Ownership (as of March 11, 2025)
- Keith Smith: 1,146,689 shares; 1.39% of outstanding (82,512,722 shares) .
Outstanding Equity Awards (as of December 31, 2024)
| Award (Grant) | Unvested Units | Market/Payout Value ($) | Notes |
|---|---|---|---|
| RSUs (2/28/2024) | 50,489 | 3,662,472 | Vests 3rd anniversary |
| PSUs (2/28/2024, at target) | 50,489 | 3,662,472 | 3-year cliff; payout 0–200% |
| RSUs (2/22/2023) | 49,366 | 3,581,009 | Vests 3rd anniversary |
| PSUs (2/22/2023, at target) | 49,366 | 3,581,009 | 3-year cliff |
| PSUs (2/18/2022, earned) | 45,410 | 3,294,041 | Settled 2/21/2025 |
Vesting and realized value signals
- 2024 vesting: 161,219 shares vested (value realized $10,742,818); no option exercises .
- RSUs generally vest in full on the 3rd anniversary; 2023 grants expected to vest February 2026; 2024 grants expected to vest February 2027 (trading liquidity considerations around these windows) .
Ownership policies and pledging/hedging
- CEO stock ownership guideline: 5x base salary .
- Anti-hedging policy prohibits hedging/monetization (e.g., collars, swaps) .
- Pledging: Footnotes disclose pledged shares for other insiders, but none disclosed for Keith Smith in the beneficial ownership table .
Employment Terms
- No employment agreement; executives subject to Company-wide plans/policies .
- Clawback policy: recoup incentive compensation upon restatement; additional recoupment for policy/covenant breaches causing material harm; aligned with SEC Rule 10D-1/NYSE .
- Change-in-Control (CIC) and Termination Economics (assumes event on 12/31/2024; share price $72.54)
| Scenario | CIC Plan ($) | 2000 MIP Bonus ($) | Accelerated Equity ($) | Total ($) |
|---|---|---|---|---|
| Voluntary termination | — | 2,960,000 | 32,803,604 | 35,763,604 |
| Involuntary (not for cause) | — | 2,960,000 | 32,803,604 | 35,763,604 |
| Involuntary (for cause) | — | 2,960,000 | 15,022,599 | 17,982,599 |
| Qualifying termination in connection with CIC | 14,746,497 | 2,960,000 | 32,803,604 | 50,510,101 |
| Death or disability | — | 2,960,000 | 32,803,604 | 35,763,604 |
Notes: Equity acceleration upon a change in control may be effected by plan administrator discretion (if not otherwise accelerated under award/CIC terms or “long service” rules) . Bonus treatment reflects target under 2000 MIP in CIC scenarios .
Board Governance
- Roles: President, CEO, and Director (since 2005) . Not independent (management director); committees comprised of independent directors .
- Board leadership: Executive Chairman role separated from CEO; presiding director in place .
- Board/committee activity: 10 Board meetings in 2024; each current director attended at least 75% of Board and committee meetings during service; all directors attended 2024 annual meeting .
- Committee composition (2024): Audit (Thoman, Chair; Hartmeier; Spadafor; Thomas), Comp (Thomas, Chair; Bailey; Whetsell), Gov/Nom (Spadafor, Chair; Bailey; Whetsell; Thomas); no executives on these committees .
- Compensation Committee consultant: Exequity, LLP; determined independent, no conflicts .
Director compensation context
- Non-employee director cash retainers: Board $105,000; Presiding Director +$30,000; Audit Chair $30,000/Member $15,000; Comp Chair $25,000/Member $10,000; Gov/Nom Chair $20,000/Member $10,000; plus annual $200,000 RSU grant at meeting date .
- Executives (including Keith Smith) do not receive additional director compensation .
Director/Shareholder Votes, Peer Group, Say-on-Pay
- Say-on-pay approval: ~95.96% in 2024 annual meeting; prior year ~94.85% .
- Compensation peer group (2024 setting): Bally’s; Caesars; Churchill Downs; Golden Entertainment; MGM Resorts; Penn National; Red Rock Resorts; Travel + Leisure; Wynn Resorts; Hilton Grand Vacations; Hyatt; Marriott Vacations; Light & Wonder; Six Flags; Vail Resorts .
- Target pay positioning: 50th percentile of peer group .
Track Record, Value Creation, Execution Risk
- BYD highlights “solid revenue and EBITDAR performance,” disciplined capital allocation (repurchases/dividends), and balance sheet strength under current strategy .
- Pay-vs-performance shows cumulative TSR outperformance vs peer index (Company TSR 250.18 vs peer 75.79 in 2024); Net Income $577.9M and Adjusted EBITDAR $1,390.6M in 2024 .
- 2022–2024 PSU cycle paid at 122% on Adjusted EBITDAR, margin, and ROIC, indicating above-target operating execution .
Compensation Structure Analysis (signals)
- Mix and risk: High equity weighting (100% equity-denominated LTI) aligns with TSR and profitability focus .
- Metric evolution: STI weight shifted in 2024 to include a 15% discretionary component (from 0% in 2023), which can add judgmental variance; core financial anchor remains Adjusted EBITDAR .
- Options: No option grants in 2024; equity vehicles are RSUs/PSUs/Career Shares; no repricing disclosed .
- Clawback and anti-hedging in place (shareholder-friendly) .
Related Party Transactions and Interlocks
- Related-party disclosures identify Boyd family relationships/compensation; no related transactions disclosed for Keith Smith .
- Compensation Committee interlocks: None reported (no reciprocal executive/director relationships) .
Equity Ownership Details (beneficial ownership table excerpts)
| Holder | Shares | % of Class |
|---|---|---|
| Keith Smith | 1,146,689 | 1.39% |
Footnote review indicates pledged shares for certain other insiders; none disclosed for Keith Smith .
Employment & Contracts Checklist
- Employment agreement: None
- CIC: Dedicated plan; substantial equity acceleration potential; total CIC termination package estimate ~$50.5M, highlighting retention and change-of-control economics
- Clawback/anti-hedging: In force
- Non-compete/non-solicit: Not disclosed
Investment Implications
- Alignment: High proportion of at-risk, equity-based compensation (RSUs/PSUs/Career Shares), rigorous metrics (Adjusted EBITDAR, margin, ROIC) and strong shareholder support on say-on-pay (>95%) suggest solid pay-for-performance alignment .
- Upcoming supply/vesting: Material RSU/PSU cliffs (Feb 2026/Feb 2027) and 2024 vesting realized value ($10.7M) could create periodic trading/liquidity events; hedging is prohibited, reducing short-term sell pressure tactics .
- Retention/CIC: No employment contract but robust CIC plan and equity acceleration protect continuity yet create meaningful change-of-control overhang ($50.5M estimate) to consider in M&A scenarios .
- Governance: Separation of Chair/CEO roles, independent committees, and strong attendance support oversight quality; CEO is a non-independent director (as expected for sitting CEO) .
- Performance durability: Above-target multi-year PSU payout (122%) and strong pay-vs-performance correlations (TSR, Adjusted EBITDAR) underscore execution; continued emphasis on Adjusted EBITDAR maintains sensitivity to cyclicality in gaming demand .
Notes on data sources: Financial operating table values marked with an asterisk were retrieved from S&P Global.*