Michael Hartmeier
BOYD GAMINGAbout Michael Hartmeier
Independent director at Boyd Gaming (BYD) since 2024; age 62. Former Group Head of Lodging, Gaming and Leisure Investment Banking at Barclays; previously group head roles in hospitality/gaming at Lehman Brothers and Credit Suisse First Boston. MBA (Harvard Business School); B.A. in Economics–Business (UCLA); Certified Public Accountant (inactive); began career as an auditor at Price Waterhouse. Designated “audit committee financial expert”; Board determined he is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barclays | Former Group Head, Lodging, Gaming & Leisure Investment Banking | Not disclosed | Completed >$125B financing/advisory assignments over a 25-year IB career (gaming exposure). |
| Lehman Brothers | Group Head, Hospitality & Gaming | Not disclosed | Strategy and capital markets expertise relevant to gaming and banking. |
| Credit Suisse First Boston | Group Head, Hospitality & Gaming | Not disclosed | Strategy and capital markets expertise. |
| Price Waterhouse | Auditor (CPA, inactive) | Not disclosed | Financial reporting/audit foundation; CPA (inactive). |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| DiamondRock Hospitality Company | Director (current) | Not disclosed | Public REIT; hotel portfolio; provides hospitality capital markets perspective to BYD. |
| Full House Resorts, Inc. | Director (prior) | Not disclosed | Regional casino operator (prior role). |
Board Governance
- Independence: Determined independent by the Board under NYSE standards.
- Committees (2024): Audit Committee member; identified as an “audit committee financial expert” under SEC rules.
- Audit Committee activity: 12 meetings in fiscal 2024.
- Board/committee attendance: In 2024, each current director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Board structure/policies (context): Separation of Executive Chair and CEO roles; all committee members independent; all Audit Committee members are “audit committee financial experts”; director resignation policy; stock ownership guidelines; anti-hedging and clawback policies.
Fixed Compensation (Director)
| Item | Amount/Terms | Notes |
|---|---|---|
| Fees earned in cash (2024) | $70,000 | Partial-year service (appointed June 4, 2024). |
| Stock awards (2024) | $200,000 (grant-date fair value) | Under 2020 Stock Incentive Plan; annual director grant. |
| Total (2024) | $270,000 | As reported in Director Compensation table. |
Director compensation program (2024):
- Cash retainers: Board member $105,000; Presiding Director +$30,000; Audit Chair $30,000; Audit Member $15,000; Compensation Chair $25,000; Compensation Member $10,000; Governance & Nominating Chair $20,000; GovNom Member $10,000.
- Equity: Annual stock award equal to $200,000 on each annual meeting date.
Performance Compensation (Director)
| Performance Metric | Weight | Notes |
|---|---|---|
| None disclosed for non-employee director pay | — | Annual director RSUs are time-based, not performance-based. |
Other Directorships & Interlocks
| Company | Relationship to BYD (customer/supplier/competitor) | Interlock/Conflict Notes |
|---|---|---|
| DiamondRock Hospitality Company | Hospitality REIT (adjacent industry) | No related-party transactions disclosed for Hartmeier; Board affirmed no Item 404(a) related-party transactions upon appointment. |
| Full House Resorts, Inc. (prior) | Regional casino operator (industry peer) | Prior service only; no current interlock. |
Compensation Committee independence/interlocks (context): 2024 Compensation Committee members were Peter Thomas (Chair), John Bailey, Paul Whetsell; Committee engaged independent consultant Exequity; Committee disclosed no interlocks with BYD executives.
Expertise & Qualifications
- Capital markets and M&A: Led lodging/gaming IB groups; >$125B of transactions; brings strategy and capital markets insight for gaming and banking.
- Financial reporting/audit: CPA (inactive); designated Audit Committee financial expert.
- Education: MBA, Harvard Business School; B.A. Economics–Business, UCLA (Pac-10 Conference Medal).
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (shares) | 3,173 (RSUs granted upon joining). |
| Ownership as % of outstanding | 3,173 shares / 82,512,722 shares outstanding = ~0.004% (inputs: 3,173; 82,512,722). |
| Vesting status | RSUs granted upon joining vest May 9, 2025. |
| Shares pledged | No pledge notation for Hartmeier in footnotes; pledge disclosures in table pertain to other insiders. |
| Director stock ownership guideline | Directors must hold Company stock equal to 5x annual cash retainer. |
| Compliance status | Not disclosed. |
Insider Trades and Grants (Section 16 context)
| Date/Period | Type | Security | Amount/Terms | Notes |
|---|---|---|---|---|
| June 2024 (upon appointment) | RSU grant | RSUs | 3,173 units; vests May 9, 2025 | Grant upon joining Board; vesting date per footnote. |
| 2024 Section 16(a) compliance | — | — | — | Company states 2024 Section 16(a) filing requirements were satisfied except two late Forms 4 by another director; no Hartmeier exceptions noted. |
Related-Party Transactions / Conflicts
- Appointment 8-K states: no family relationships with directors/executive officers; no related-party transactions requiring disclosure under Item 404(a).
Say-on-Pay & Shareholder Feedback (context)
- 2024 say-on-pay received approximately 95.96% support, indicating strong shareholder approval of compensation practices.
Governance Assessment
-
Strengths
- Independent director with deep gaming/hospitality capital markets experience (>25 years) and audit/financial expertise; designated “audit committee financial expert,” enhancing Audit Committee effectiveness.
- Independence affirmed; no related-party transactions or family ties disclosed; joins a fully independent committee structure.
- Attendance standards met across Board/committees (≥75% in 2024 for all current directors).
- Director pay mix heavily equity-based ($200k RSUs vs. $70k cash in partial 2024), aligning incentives with shareholder outcomes; robust director ownership guideline (5x cash retainer).
-
Watch items
- Low absolute beneficial ownership (3,173 RSUs as of record date); compliance timeline with 5x retainer guideline not disclosed.
- External directorship at DiamondRock Hospitality (adjacent industry) appears non-conflicting; continue monitoring for any transactions or evolving relationships (none disclosed at appointment).
-
Red flags
- None identified specific to Hartmeier (no related-party exposure, no attendance/independence issues, no Section 16(a) delinquencies noted for him).