Lori Nelson
BOYD GAMINGAbout Lori Nelson
Lori M. Nelson is Boyd Gaming’s Chief Accounting Officer (Principal Accounting Officer) and Senior Vice President, Financial Operations and Reporting. She was appointed SVP effective January 1, 2022, served as interim CAO from March 31, 2022, and was named CAO on February 14, 2023; she joined Boyd in 2012, is 44 years old, holds a B.A. in Accounting from the University of Northern Iowa, and is a licensed CPA . During her CAO tenure, Boyd delivered 2024 revenues of $3,930.2 million and net income of $578.0 million (vs. 2023 revenues $3,738.5 million and net income $620.0 million); the company’s five-year cumulative TSR stood at 250.18 as of 12/31/2024 .
| Company Performance (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($mm) | $3,738.5 | $3,930.2 |
| Net Income ($mm) | $620.0 | $578.0 |
| Cumulative TSR (Indexed to 100 at 12/31/2019) | 213.58 | 250.18 |
Notable context for governance and controls: as Principal Accounting Officer, Nelson regularly signs the company’s current reports (e.g., dividends, earnings press releases), underscoring her role in disclosure and reporting rigor .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Boyd Gaming | Chief Accounting Officer; SVP Financial Operations & Reporting | 2023–present (CAO since 2/14/23); SVP since 1/1/22 | Principal Accounting Officer; oversees financial reporting operations |
| Boyd Gaming | Interim Chief Accounting Officer | 2022 (from 3/31/22)–2/14/23 | Maintained continuity of accounting leadership during transition |
| Boyd Gaming | Leadership positions (various) | 2012–2021 | Progressive finance and operations leadership within the Company |
External Roles
No external public company directorships or outside board roles were disclosed for Ms. Nelson in company filings .
Fixed Compensation
Boyd’s proxy discloses full pay tables for Named Executive Officers (NEOs) only (CEO, CFO, CAO–Chief Administrative Officer, COO, and GC). Ms. Nelson (Chief Accounting Officer) is not an NEO in the 2025 proxy; therefore, her base salary, target bonus, and individual grant values are not itemized in public tables . Company-wide compensation design for executives is summarized below (applies to NEOs and informs broader executive programs):
- Philosophy: Target total compensation around the 50th percentile of peer group; short-term incentives performance-based; long-term compensation 100% equity-denominated; executives subject to stock ownership guidelines; no employment agreements .
- Compensation Committee uses Exequity, LLP as independent advisor; CEO provides recommendations for NEOs and for members of the management committee (which actively leads company strategy and operations) .
Performance Compensation
| 2024 Annual Incentive (Company Design) | Weight | Threshold | Target | Maximum | 2024 Result | Notes |
|---|---|---|---|---|---|---|
| Adjusted EBITDAR after Corporate Expense (in $000s) | 75% | $1,087,200 | $1,359,000 | $1,630,800 | $1,366,000 (100.5% of target) | Non-GAAP; excludes $24.6mm settlement; payout 50% at 80% of target; 200% at 120% |
| CSR (diversity spend, waste diversion, ratings) | 10% | — | — | — | 105% of target | Multi-factor CSR achievement |
| Discretionary | 15% | — | — | — | Varies by individual | Committee discretion |
Long-term incentive structure for executives (design features that likely apply companywide; amounts in proxy are shown for NEOs):
| LTI Vehicle | Vesting/Structure | Metrics/Outcomes |
|---|---|---|
| Time-based RSUs | Typically 3-year vesting | Aligns retention and shareholder value |
| Performance Shares | 3-year cliff; 0–200% payout | Metrics: Adjusted EBITDAR, Adjusted EBITDAR margin, ROIC; 2022–2024 cycle paid at 122% |
| Career Shares (Career RSUs) | Retirement-based vesting: 50% at 10 yrs service; 75% at 15 yrs; 100% at 20 yrs; convertible only at separation | Designed for long-service retention; immediate vest on death/disability or following change in control per program terms |
Clawback and Trading Policies:
- Clawback: Company will recoup incentive-based compensation from Section 16 officers upon a required restatement; awards also subject to forfeiture/recoupment for violations or conduct causing significant harm .
- Anti-hedging: Officers prohibited from hedging/monetization transactions (e.g., collars, swaps, exchange funds) .
Equity Ownership & Alignment
| Policy/Disclosure | Detail |
|---|---|
| Stock Ownership Guidelines (executives) | 5x base salary: Executive Chairman and CEO; 3x: CFO, COO, Chief Administrative Officer, General Counsel |
| Anti-Hedging | Hedging and monetization transactions prohibited for NEOs (and by policy, directors) |
| Beneficial Ownership Disclosure | The proxy lists individual director/NEO holdings and reports 18,127,500 shares (21.97%) held by all directors and executive officers as a group (13 persons). Ms. Nelson is not individually itemized; she is included in the group figure . |
| Pledging Red Flags (context) | Pledging disclosed for certain family insiders (e.g., M. Boyd Johnson, W.R. Boyd) in beneficial ownership footnotes; no individual pledging disclosure for Ms. Nelson appears in the proxy . |
Vesting cadence and potential selling pressure indicators:
- Typical annual grant timing: late February (e.g., 2/28/2024); time-based RSUs vest on third anniversary; performance shares settle after 3-year performance/committee certification; Career Shares convert at separation subject to tenure schedule—these events often drive clustered Form 4 activity around February vest/settlement windows -.
Employment Terms
| Topic | What’s Disclosed |
|---|---|
| Employment Agreements | “No employment agreements” is part of executive compensation philosophy (applies to executives as discussed in CD&A). Individual contracts for Ms. Nelson are not disclosed; no employment agreements are in place for currently serving NEOs . |
| Severance | Company states it has not entered into severance agreements with currently serving NEOs; no separate severance agreement for Ms. Nelson is disclosed . |
| Change in Control (CIC) | For modeling potential payments, the proxy assumes full acceleration of unvested equity upon a change in control under plan administrator discretion/CIC Plan or long-service provisions; MIP bonuses under CIC require termination conditions as described. Career RSUs accelerate upon CIC, with payout tied to years of service . |
| Clawback/Restrictive Covenants | Incentives subject to recoupment under Rule 10D-1-compliant policy; award agreements provide forfeiture/recoupment for policy violations or harmful conduct . |
| Anti-Hedging/Trading Windows | Hedging prohibited; standard trading window and insider policy not detailed but evidenced by policy framework and Section 16 compliance section . |
Performance & Track Record (Role-Relevant)
| Area | Evidence |
|---|---|
| Financial reporting leadership | Ms. Nelson serves as Principal Accounting Officer and signed multiple 8-K reports related to dividends and financial communications (e.g., 7/24/2025, 8/14/2025, 10/23/2025, and annual meeting results 5/12/2025), signaling direct accountability for disclosure controls and reporting . |
| Company operating performance | 2024 total revenues $3,930.2mm (+5.1% YoY), operating income $927.8mm (+2.9% YoY); Net income declined to $578.0mm mainly on tax/interest dynamics; Adjusted EBITDAR stable at ~$1.39bn; online revenue growth offset local competitive pressures/weather impacts -. |
| Say-on-Pay support | 2025 say-on-pay approved (For 48.27mm; Against 5.13mm; Abstain 2.59mm); prior year support cited at ~95.96% of votes cast—indicating broad investor support for comp design . |
| Cybersecurity disclosure rigor | BYD disclosed a 2025 cybersecurity incident with assessment of immaterial impact and insurance coverage; detailed 10-K cybersecurity governance framework and board oversight practices are in place -. |
Compensation Committee & Peer Framework (Context)
- 2024 Compensation Committee members: Peter Thomas (Chair), John Bailey, Paul Whetsell; Exequity, LLP engaged as independent advisor; committee determined no conflicts - .
- Peer group used for 2024 pay setting included regional gaming and hospitality companies (e.g., Caesars, Churchill Downs, MGM, Wynn, Vail Resorts, Hyatt) .
Investment Implications
- Alignment and risk controls: The absence of employment agreements and severance deals for NEOs, combined with robust clawback and anti-hedging policies, suggests strong pay-governance alignment; these frameworks typically extend across senior executives, including the CAO, reinforcing disciplined incentives tied to Adjusted EBITDAR, margins, and ROIC -.
- Vesting/supply dynamics: Annual RSU/PSU grant timing (late February) and three-year vesting/settlement cycles create predictable windows for potential insider selling linked to tax-withholding and diversification—monitor February/March Form 4s for selling pressure signals; Career Shares create a long-duration retention anchor that often delays supply until separation -.
- Retention risk: Ms. Nelson has 13+ years with Boyd (since 2012) and holds the Principal Accounting Officer role; the Career Shares program and lack of single-trigger cash severance reduce near-term departure incentives, but local labor market dynamics for senior finance leaders remain a factor. The governance posture (independent advisor, strong say-on-pay support) further lowers compensation-related retention risk .
- Performance sensitivity: Executive incentives are geared toward Adjusted EBITDAR, margin, and ROIC; company commentary notes weather/competitive impacts and online growth as key drivers—investors should watch Las Vegas Locals competitive intensity and online scaling economics, as they can influence annual incentive payouts and long-term PSU vesting outcomes - .
Note: Individual compensation, equity ownership, and pledging details for Ms. Nelson are not itemized in the 2025 proxy because she is not an NEO; insights above leverage company-wide executive program disclosures and governance terms, with Ms. Nelson’s biography and role drawn from the 10-K and appointment 8-K .