Paul Whetsell
BOYD GAMINGAbout Paul Whetsell
Independent director of Boyd Gaming (BYD) since 2015; age 74. Former Vice Chairman and CEO of Loews Hotels (2012–2015) and CEO of Capstar Hotel Company since 2006. Serves on Hilton Grand Vacations’ board as Compensation Committee Chair and on the UK’s Vistry Group board as Remuneration Committee Chair; previously served on NVR, Inc.’s board (2007–2018). Brings 35+ years of hospitality operating and strategic experience and broad public company board exposure.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Loews Hotels Holding Corporation | Vice Chairman; President & CEO | 2012–2015 | Led hotel operating company; executive leadership credentials |
| Capstar Hotel Company | President & CEO | 2006–present | Hospitality operator; strategic and operating expertise |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Hilton Grand Vacations, Inc. | Director; Compensation Committee Chair | Not disclosed | Chairs compensation committee; HGV is also included in BYD’s executive compensation peer group (interlock risk signal) |
| Vistry Group (UK) | Director; Remuneration Committee Chair | Not disclosed | Oversees remuneration policy and pay design |
| NVR, Inc. | Director (prior) | 2007–2018 | Retired from board in 2018 |
| Industry/Associations | Member/Former Governor | Not disclosed | AHLA IREFAC member; former NAREIT Board of Governors |
Board Governance
- Committee assignments (2024): Compensation Committee Member; Corporate Governance & Nominating (GovNom) Committee Member. BYD states all Board committees are comprised of independent directors.
- Committee meeting cadence (2024): Audit (12), GovNom (6), Compensation (3).
- Attendance: Board held 10 meetings in 2024; each current director attended at least 75% of Board and committee meetings during their service period and attended the 2024 annual meeting.
- Independence: BYD requires a majority independent Board and indicates committee members are independent; Mr. Whetsell serves on two independent-only committees.
- Governance infrastructure: Separation of Executive Chair and CEO; director resignation policy; stock ownership guidelines; anti-hedging and clawback policies; limits on number of public boards.
- Compensation Committee interlocks: 2024 members were Thomas (Chair), Bailey, and Whetsell; BYD discloses no executive officer reciprocal-comp committee interlocks. Exequity, LLP served as independent compensation consultant.
- Near-term change: Presiding Director Peter Thomas will not stand for re-election at the 2025 meeting, implying forthcoming committee/leadership reshuffle.
Committee Meetings (2024)
| Committee | Meetings |
|---|---|
| Audit | 12 |
| GovNom | 6 |
| Compensation | 3 |
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (retainer + committees) | $125,000 | BYD non-employee director cash retainer schedule: Board member $105,000; GovNom member $10,000; Compensation member $10,000. Mr. Whetsell’s cash equals $105k + $10k + $10k. Directors may defer up to 100% of cash fees. |
| Equity grant (RSUs) | $200,000 | Annual stock award equal to $200,000 on each annual meeting date. |
| Total (2024) | $325,000 | Sum of cash and stock grant fair value per ASC 718. |
BYD Director Compensation Plan:
- Board: Member $105,000; Presiding Director +$30,000.
- Audit: Chair $30,000; Member $15,000.
- Compensation: Chair $25,000; Member $10,000.
- GovNom: Chair $20,000; Member $10,000.
- All non-employee directors receive $200,000 in time-based RSUs at the annual meeting.
Performance Compensation (Director)
| Element | Grant/Value | Vesting/Terms | Performance Metrics |
|---|---|---|---|
| Annual Director RSUs | $200,000 (grant-date fair value) | Outside director RSUs are fully vested upon grant but paid in shares upon cessation of board service (for Mr. Whetsell, included in his beneficial ownership footnote). | None (time-based; no performance metrics for director equity) |
Director stock ownership guideline: Each independent director must hold BYD stock equal to 5x the annual cash retainer. Compliance status by individual is not disclosed.
Other Directorships & Interlocks
| Lens | Details |
|---|---|
| External comp role overlap | Chairs HGV Compensation Committee; HGV appears in BYD’s compensation peer group, a potential perception risk of peer circularity (not an SEC “interlock” under Item 407(e) as disclosed). |
| Overboarding controls | BYD policy includes a limit on number of public boards; no exception for Mr. Whetsell disclosed. |
Expertise & Qualifications
- Hospitality operations and strategy (35+ years); public board leadership; finance/capital markets exposure; M&A/strategy; leadership. BYD’s skills matrix shows primary experience across public company leadership, strategy/M&A, finance/capital markets, leadership, and gaming/hospitality sector relevance.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Paul Whetsell | 62,335 | <1% | Includes 42,119 RSUs fully vested upon grant and payable upon cessation of board service. Total shares outstanding: 82,512,722 as of Mar 11, 2025. No pledging disclosed for Mr. Whetsell. |
Governance Assessment
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Strengths
- Independent director on two core committees (Compensation; GovNom); committee-only independence supports objective oversight.
- Deep hospitality operating background (Loews, Capstar) aligns with BYD’s gaming/hospitality footprint; brings compensation governance expertise from HGV and Vistry.
- Engagement: Met attendance threshold; attended 2024 annual meeting; serves on committees with regular cadence.
- Alignment mechanisms: Annual director RSUs and 5x retainer stock ownership guideline; RSUs deferred until board service ends (enhances long-term orientation).
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Potential Concerns / RED FLAGS to Monitor
- Peer-group circularity: Chairs HGV’s comp committee while BYD includes HGV in its peer group—can contribute to upward benchmarking optics despite no disclosed Item 407 interlock with BYD executives.
- Committee/leadership transitions: Retirement of Presiding Director Peter Thomas may shift committee leadership/composition and oversight dynamics in 2025.
- Related-party and Section 16 hygiene: BYD disclosed related-party ties within the Boyd family but none for Mr. Whetsell; Section 16 late filings noted for another director (Spadafor), not for Whetsell. Continue monitoring but no issues flagged for him.
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Policy environment
- BYD maintains clawback and anti-hedging policies, ownership guidelines, and separation of Chair/CEO responsibilities, supporting investor-aligned governance.