Stephen Thompson
BOYD GAMINGAbout Stephen Thompson
Stephen Thompson serves as Chief Administrative Officer (CAO) and is one of Boyd Gaming’s Named Executive Officers (NEOs). The company’s pay program targets total compensation at the 50th percentile of its peer group, with long-term compensation 100% equity-denominated and executives subject to stock ownership guidelines (CAO: 3x base salary). No individual employment agreement is in place; compensation is delivered through annual cash incentives tied primarily to Adjusted EBITDAR and long-term equity (time-vested RSUs, performance shares, and “Career Shares”). Company performance context and pay-versus-performance linkages are detailed in the tables below.
Past Roles
No prior-role biography for Stephen Thompson is disclosed in the proxy statements reviewed.
External Roles
No external directorships or outside roles for Stephen Thompson are disclosed in the proxy statements reviewed.
Company Performance Context
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($USD) | $3,738,492,000 | $3,930,194,000 |
| Net Income ($USD) | $620,023,000 | $577,952,000 |
| Adjusted EBITDAR ($USD) | $1,394,791,000 | $1,390,593,000 |
| Value of $100 Investment (TSR) | $213.58 | $250.18 |
| Peer Group TSR (Value of $100) | $75.96 | $75.79 |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus ($) | Actual Bonus Paid ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 700,000 | — | 630,000 | 5,033 | 2,897,281 |
| 2023 | 730,000 | 657,000 | 852,640 | 5,408 | 3,303,459 |
| 2024 | 770,000 | 847,000 | 907,984 | 7,058 | 3,533,374 |
Notes:
- “Target Bonus ($)” reflects the formal target established under the 2000 Executive Management Incentive Plan (2000 MIP) in each year shown.
Performance Compensation
Annual (Short-Term) Incentive Design and Outcomes
| Metric | Weight | Threshold | Target | Maximum | FY 2024 Result |
|---|---|---|---|---|---|
| Adjusted EBITDAR after corporate expense (in $000s) | 75% | 1,087,200 | 1,359,000 | 1,630,800 | 1,366,000 (100.5% of target) |
| CSR (diversity spend, waste diversion, ratings) | 10% | — | — | — | 105% of target |
| Discretionary | 15% | — | — | — | Varies by individual |
| Metric | Weight | Threshold | Target | Maximum | FY 2023 Result |
|---|---|---|---|---|---|
| Adjusted EBITDAR (in $000s) | 90% | 1,092,800 | 1,366,000 | 1,639,200 | 1,394,791 (102.1% of target) |
| CSR & Diversity | 10% | — | — | — | 102.1% of target |
- FY2024 maximum payout capped at 200% of target; blended achievement included a discretionary component. Stephen Thompson’s 2024 payout under the plan was $907,984.
Long-Term Incentives (LTI) – Grants and Structure
| Grant Year | Instrument | Grant Date | Target Units/Shares | Grant-Date Fair Value ($) | Vesting/Performance |
|---|---|---|---|---|---|
| 2024 | Time-based RSUs | 02/28/2024 | 13,593 | 869,408 | 100% on 3rd anniversary (service-based) |
| 2024 | Performance Shares (Target) | 02/28/2024 | 13,593 (6,797 thr/27,186 max) | 869,408 | 3-year cliff; payout 0–200% vs metrics per award |
| 2024 | Career RSUs | 01/02/2024 | 1,716 | 109,516 | Paid only at separation; % based on age/tenure; Stephen 100% vested as of 12/31/2024 |
Performance Share Achievement (prior cycles):
- 2022–2024 cycle (metrics: Adjusted EBITDAR 33%, Consolidated Adjusted EBITDAR margin 33%, ROIC 33%): Payout 122% .
- 2021–2023 cycle (metrics: Adjusted EBITDAR 75%, ROIC 25%): Payout 194% .
Equity Ownership & Alignment
Beneficial Ownership (Common Stock)
| As-of Date | Shares Beneficially Owned | % of Class |
|---|---|---|
| March 12, 2024 | 39,596 | <1% |
| March 11, 2025 | 101,640 | <1% |
- Stock ownership guidelines: CAO required to hold 3x base salary in Company stock.
- Pledging: Pledging is disclosed for certain insiders; no pledge footnote appears for Stephen Thompson in the beneficial ownership table footnotes reviewed.
Outstanding Equity Awards (as of 12/31/2024)
| Award Type | Grant Year | Unvested/Outstanding (#) | Market/Payout Value ($) |
|---|---|---|---|
| RSUs | 2024 | 13,593 | 986,036 |
| Performance Shares (target) | 2024 | 13,593 | 986,036 |
| RSUs | 2023 | 12,342 | 895,289 |
| Performance Shares (target) | 2023 | 12,342 | 895,288 |
| Performance Shares (2022 grant, earned basis) | 2022 | 10,733 | 778,572 |
Additional alignment data:
- Shares acquired on vesting in 2024: 35,837; value realized $2,394,367 (reflects vested RSUs/PSUs).
- Career Shares vesting status: Stephen Thompson 100% vested as of 12/31/2024 (distribution only at separation).
Employment Terms
- Employment agreements: None (no individual employment agreements for current NEOs).
- Clawback policy: Incentive compensation is subject to recoupment upon a financial restatement or specified misconduct per Rule 10D-1; awards also subject to forfeiture for violations or reputational harm.
- Anti-hedging: Executives prohibited from hedging or monetization transactions (e.g., collars, swaps, exchange funds).
- Stock ownership guidelines: CAO 3x base salary.
Change-in-Control (CIC) and Termination Economics (Estimates)
Assumes event on fiscal year-end, share price equal to year-end close, and plan-defined assumptions (see proxy). Amounts represent Stephen Thompson’s estimates.
| Scenario (as of FY-end) | CIC Plan ($) | 2000 MIP Bonus ($) | Unvested Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|
| 12/29/2023 (FY 2023) | 2,869,290 | 657,000 | 7,776,851 | 11,303,141 |
| 12/31/2024 (FY 2024) | 3,281,014 | 847,000 | 9,213,813 | 13,341,827 |
- Structure: CIC benefits provided via the Company’s CIC Plan; equity acceleration may occur under award terms or plan administrator discretion, typically in connection with a change in control and qualifying termination; no separate individual severance agreements.
Deferred Compensation
| Year | Executive Contributions ($) | Aggregate Earnings ($) | Aggregate Balance ($) |
|---|---|---|---|
| 2024 | — | 366,284 | 2,499,465 |
Say-on-Pay & Compensation Peer Group
Say-on-Pay Outcomes
| Annual Meeting | Outcome |
|---|---|
| 2024 | Approximately 95.96% support for NEO compensation (advisory) |
| 2023 | Approximately 94.85% support for NEO compensation (advisory) |
- 2024 detailed vote count: For 77,991,423; Against 5,385,791; Abstain 161,317.
Peer Group and Pay Positioning
- Target pay positioning: Total executive compensation targeted at 50th percentile of peer group.
- Peer group used for 2024 decisions included: Bally’s, Caesars, Churchill Downs, Golden Entertainment, MGM Resorts, Penn National Gaming, Red Rock Resorts, Travel + Leisure, Wynn Resorts, Hilton Grand Vacations, Hyatt, Marriott Vacations Worldwide, Light & Wonder, Six Flags, and Vail Resorts.
Compensation Structure Analysis
- Mix and risk: Heavy use of equity (time-vested RSUs, performance shares, career shares) aligns pay with long-term outcomes; performance shares have multi-year, 0–200% payouts; time-based RSUs vest on a 3-year cliff.
- Annual incentive rigor: Primary financial driver is Adjusted EBITDAR (after corporate expense in 2024) with structured thresholds/targets and a capped maximum (200%); inclusion of CSR metrics ties a portion of pay to ESG-related outcomes.
- Policy guardrails: Robust clawback and anti-hedging policies; no individual employment agreements; ownership guidelines promote alignment.
- Shareholder feedback: Strong recurring say‑on‑pay support (>94%) indicates broad investor acceptance of the program design.
Investment Implications
- Alignment: Thompson’s package is substantially equity-based, with meaningful performance share exposure and full vesting under the Career Shares program, reinforcing long-term alignment but creating event-driven vesting dates that can concentrate realized pay in specific windows.
- Incentive quality: The program’s reliance on Adjusted EBITDAR, margin, and ROIC over multi-year periods ties a material portion of realized pay to core operating performance and capital efficiency (recent PSU cycles paid at 122% and 194%, respectively).
- Retention/turnover risk: Absence of an employment agreement and full Career Share vesting (age/tenure) reduce contractual retention hooks, partially offset by unvested RSUs/PSUs that would be forfeited absent qualifying termination; CIC terms provide defined protection and equity acceleration upon qualifying events.
- Governance/overhang: No pledge footnote for Thompson; anti-hedging and ownership guidelines are positive. Strong say‑on‑pay support lowers headline governance risk around compensation.