Marianne Boyd Johnson
BOYD GAMINGAbout Marianne Boyd Johnson
Executive Chairman of Boyd Gaming Corporation; Director since 1990; Age 66. Previously Co‑Executive Chair (2021–2023), Vice Chairman (since 2001), Executive Vice President (2008–May 2023), following more than 10 years on the senior management team and 15 years in operational roles at the Company . She also serves on Western Alliance Bancorporation’s board (since 1995), sitting on the Compensation and Governance committees, bringing experience from two highly regulated industries—gaming and banking . Company performance context: Adjusted EBITDAR has remained resilient, and cumulative TSR has compounded strongly over 2020–2024, supporting pay‑for‑performance alignment across Boyd’s plans .
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Adjusted EBITDAR ($USD Thousands) | 609,894 | 1,365,985 | 1,390,509 | 1,394,791 | 1,390,593 |
| Net Income ($USD Thousands) | (134,700) | 463,846 | 639,377 | 620,023 | 577,952 |
| BYD Cumulative TSR (Value of $100) | 143.35 | 219.00 | 184.16 | 213.58 | 250.18 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Boyd Gaming | Executive Chairman | Since 2023 | Board leadership; separation from CEO supports risk oversight and governance . |
| Boyd Gaming | Co‑Executive Chair | 2021–2023 | Transitioned board leadership structure; continuity through post‑pandemic recovery . |
| Boyd Gaming | Vice Chairman | Since 2001 | Long‑term strategic guidance across development and operations. |
| Boyd Gaming | Executive Vice President | 2008–May 2023 | Senior executive oversight during portfolio expansion and efficiency programs. |
| Boyd Gaming | Senior Management Team | >10 years | Executive experience underpinning operational excellence. |
| Boyd Gaming | Operational Positions | 15 years | Property‑level operations depth in regulated gaming markets. |
External Roles
| Organization | Role | Years | Committee Roles / Strategic Impact |
|---|---|---|---|
| Western Alliance Bancorporation | Director | Since 1995 | Compensation and Governance committees; public company oversight in banking strengthens regulatory and capital markets acumen . |
Fixed Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | — | 355,000 |
| Total Compensation ($) | 1,640,992 | — |
Notes:
- FY2024 total compensation includes base salary, equity‑ and non‑equity incentives, time‑based equity awards, Career Shares and other benefits; FY2025 compensation will include equity and non‑equity components in addition to base salary .
Performance Compensation
Boyd’s incentive architecture (applied to NEOs and referenced for Ms. Johnson’s compensation mix) balances short‑term operating results and long‑term value creation; specific target bonus percentages for Ms. Johnson are not disclosed .
| Short‑Term Incentive Metric (FY 2024) | Weight | Threshold | Target | Maximum | Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDAR after Corporate Expense (in $000s) | 75% | 1,087,200 | 1,359,000 | 1,630,800 | 1,366,000 | 50% payout at 80% of target; 200% payout at 120% of target; max capped at 200% | Cash, paid in 2025 |
| CSR Initiatives (diversity spend, waste diversion, CSR ratings) | 10% | — | — | — | 105% of target | Included in blended payout | — |
| Discretionary | 15% | — | — | — | Individual | Committee discretion | — |
| Long‑Term Incentive (Performance Shares) | Metric | Weight | Performance Period | Result | Vesting |
|---|---|---|---|---|---|
| PSU Program 2022–2024 | Adjusted EBITDAR | 33% | Three separate 12‑month periods (cliff vest at 3 years) | Blended payout 122% | 3‑year cliff |
| PSU Program 2022–2024 | Consolidated Adjusted EBITDAR Margin | 33% | Same as above | Included in 122% blended | 3‑year cliff |
| PSU Program 2022–2024 | ROIC | 33% | Same as above | Included in 122% blended | 3‑year cliff |
Additional LTI structures:
- Time‑based RSUs generally vest over three years .
- Career Shares (RSUs) are age and service‑based; distribution only at separation; 50% after 10 years, 75% after 15 years, 100% after 20 years of continuous service . Ms. Johnson’s FY2024 total compensation includes Career Shares, indicating participation; exact grant/value for her not separately itemized .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 14,051,935 shares; 17.03% of outstanding common stock as of March 11, 2025 . |
| Ownership Entities | Justin Boyd Education Trust (25,555); Johnson Children’s Trust (90,964); BG‑00 Limited Partnership (2,387,949; MBGPT GP); BG‑Sub, LLC (1,100,000; Ms. Johnson managing member); WSB‑BYD, LLC (4,800,000; Ms. Johnson manager); BYD‑SST (4,004,000; Ms. Johnson manager) . |
| Pledged Shares | 362,054 shares held by MBGPT are pledged or in a margin account (RED FLAG) . |
| Director/Officer Ownership Guidelines | Executive Chairman guideline: 5x base salary; Directors: 5x annual cash retainer . |
| Anti‑Hedging Policy | Hedging and monetization transactions prohibited for Section 16 officers . |
| Clawback Policy | Incentive compensation subject to recovery on restatement; awards may be forfeited/recouped for policy violations or activity causing economic/reputational harm . |
Employment Terms
- No employment agreements for currently serving NEOs; overall program emphasizes at‑risk pay with 100% equity‑denominated long‑term compensation and stock ownership requirements; Ms. Johnson’s specific contract terms are not disclosed .
- Severance/Change‑in‑Control: Company discloses detailed CIC, bonus, and accelerated vesting mechanics for NEOs; Ms. Johnson is not included in the NEO severance/CIC table, and her severance economics are not disclosed .
- Deferred Compensation: Plan exists for eligible management; Ms. Johnson’s participation is not disclosed; CEO and NEO plan balances shown separately .
Board Governance
- Role: Executive Chairman; Director since 1990 . Board leadership structure separates Executive Chairman and CEO, enhancing risk oversight .
- Independence: Boyd’s board has a majority of independent directors; independence list excludes Ms. Johnson (not independent) .
- Committees: All standing committees (Audit, Compensation, Governance & Nominating) comprised of independent directors; Ms. Johnson does not receive director fees and is compensated in her executive capacity .
- Attendance: Board held 10 meetings in 2024; each current director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Proxy Holder: Named as proxy with William R. Boyd for the 2025 Annual Meeting .
Director Compensation
- Non‑employee director program: cash retainer plus $200,000 RSU grant annually; however, Ms. Johnson does not receive director compensation due to her executive role .
Compensation Committee Analysis
- Committee composition (2024): Peter Thomas (Chair), John Bailey, Paul Whetsell; all independent .
- Consultant: Exequity, LLP retained; Compensation Committee determined independence and no conflicts of interest .
- Interlocks: None reported in 2024 .
- Peer Group for NEO pay design includes major gaming and hospitality names (Caesars, MGM, Wynn, Penn, etc.) targeting the 50th percentile of peers .
Related Party Transactions and Red Flags
- Family relationships: Ms. Johnson and William R. Boyd are children of Chair Emeritus William S. Boyd; Ms. Johnson’s stepson, Samuel J. Johnson III, is a Company executive; compensation figures disclosed for these related parties in 2024 and base salaries for 2025 .
- Pledging: 362,054 BYD shares held by MBGPT are pledged or in margin—heightened risk of forced selling in market stress (RED FLAG) .
- Anti‑hedging and clawback frameworks in place mitigate alignment concerns .
- Say‑On‑Pay support: ~95.96% of votes cast supported NEO compensation at the 2024 Annual Meeting, indicating strong shareholder backing of the pay framework .
SAY‑ON‑PAY & Shareholder Feedback
- Advisory vote on executive compensation: ~95.96% support at the 2024 Annual Meeting; annual say‑on‑pay cadence maintained .
Performance & Track Record
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Adjusted EBITDAR ($USD Thousands) | 609,894 | 1,365,985 | 1,390,509 | 1,394,791 | 1,390,593 |
| BYD Cumulative TSR (Value of $100) | 143.35 | 219.00 | 184.16 | 213.58 | 250.18 |
Highlights:
- Short‑term incentives tied to Adjusted EBITDAR and CSR achieved near‑target results in 2024 (Adjusted EBITDAR at 100.5% of target; CSR 105% of target) .
- Long‑term PSU program for 2022–2024 paid at 122% on Adjusted EBITDAR, margin, and ROIC metrics .
Equity Ownership Details
| Entity Holding | Shares |
|---|---|
| Justin Boyd Education Trust | 25,555 |
| Johnson Children’s Trust (6/24/1996) | 90,964 |
| BG‑00 Limited Partnership (MBGPT GP) | 2,387,949 |
| BG‑Sub, LLC (Managing Member: M. Johnson) | 1,100,000 |
| WSB‑BYD, LLC (Manager: M. Johnson) | 4,800,000 |
| BYD‑SST (Manager: M. Johnson) | 4,004,000 |
| Pledged or Margin Shares (within MBGPT) | 362,054 |
| Total Beneficial Ownership | 14,051,935 (17.03% of class) |
Investment Implications
- Alignment: Exceptional insider ownership (17.03%) paired with 5x salary ownership guideline and anti‑hedging/clawback policies signal long‑term alignment; however, pledged shares introduce incremental selling risk in drawdowns, which can be a trading overhang in stress scenarios .
- Incentive design: Company‑wide STI/LTI metrics emphasize Adjusted EBITDAR, margin, ROIC, and CSR goals; 2024 payouts near target and 2022–2024 PSU at 122% indicate consistent execution and pay‑for‑performance linkage—supportive of confidence in operational efficiency but reduce asymmetry if targets are set at achievable levels .
- Governance: Separation of Executive Chairman and CEO mitigates concentration risk; Ms. Johnson is not independent and does not sit on independent committees, but the independent structure of Audit/Comp/GovNom and strong say‑on‑pay support lower governance friction risk for investors .
- Related‑party: Family ties and the presence of a stepson in management merit monitoring; disclosed compensation and committee oversight help mitigate conflict‑of‑interest risks, yet investors should track any future changes in pledging or intercompany transactions for red flags .
Overall: High insider ownership and a disciplined incentive framework support alignment with shareholders; monitor pledged shares and related‑party dynamics for potential trading signals, especially around volatility or corporate events .