Uri Clinton
BOYD GAMINGAbout Uri Clinton
Uri Clinton, age 52, is General Counsel and Corporate Secretary at Boyd Gaming, overseeing Legal, Corporate Governance and Regulatory Compliance; he joined in March 2021 and has nearly 20 years in gaming across legal leadership and property operations . Company performance during his tenure has been resilient: adjusted EBITDAR was $1,390,593k in 2024 vs $1,394,791k in 2023, Net Income was $577,952k in 2024 vs $620,023k in 2023, and cumulative TSR translated to $250.18 vs $213.58 per $100 since 2019, highlighting capital returns and equity-linked incentive alignment for NEOs including Clinton . Education is not disclosed in BYD filings; prior roles encompass senior legal, regulatory and operational leadership at MGM Resorts and Sorelle Capital, plus presidency/COO at a major East Coast casino and GC at a gaming supplier/international holding company .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MGM Resorts International | Legal/Regulatory and strategic advisor on hospitality/lodging/gaming; part of business development teams | ~6 years (immediately prior to BYD) | Supported growth initiatives and regulatory strategy within a global gaming operator |
| Sorelle Capital | Partner (legal/regulatory/strategic counsel) | ~1 year (immediately prior to BYD) | Advised on transactions and business development in hospitality/gaming |
| Undisclosed major East Coast casino | President & COO | Not disclosed | Led property operations, contributing to hands-on execution experience |
| Undisclosed gaming equipment supplier/international holding company | General Counsel | Not disclosed | Led law departments, aligning legal governance with corporate strategy |
External Roles
No public company directorships or external board roles are disclosed for Clinton in BYD filings .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 600,000 | 675,000 |
| All Other Compensation ($) | 5,408 | 7,058 |
| Perquisites detail | 401(k): $5,175; Life insurance: $458; Medical reimbursements: $1,425 | 401(k): $5,175; Life insurance: $458; Medical reimbursements: $1,425 |
Performance Compensation
| Category | Detail |
|---|---|
| Short‑Term Incentive (2000 MIP) | Weighting: Adjusted EBITDAR after corporate expense 75%; CSR 10%; Discretionary 15%; Threshold at 80% target pays 50%; Max at 120% target pays 200% . Actual 2024 performance: Adjusted EBITDAR at 100.5% of target; CSR at 105%; blended payout varied by discretionary component; Clinton’s 2024 payout was $723,600 . |
| Target/Threshold/Max Bonus (2024) | Threshold: $337,500; Target: $675,000; Maximum: $1,350,000 (equals 100% of salary at target) . |
| Long‑Term Incentives (2024 grants) | Time‑based RSUs: 10,875 shares, grant date fair value $695,565; Performance Shares (PSUs): 10,875 target, grant date fair value $695,565; Career RSUs: 1,410 shares, grant date fair value $89,986 . Time‑based RSUs vest over three years; PSUs cliff‑vest after three years subject to performance; Career RSUs vest only at retirement per age/service thresholds . |
| PSU Performance Framework | 2022–2024 PSU program: Adjusted EBITDAR (33%), consolidated Adjusted EBITDAR margin (33%), ROIC (33%); blended payout achieved 122% . 2021–2023 PSU program: Adjusted EBITDAR (75%), ROIC (25%); blended payout achieved 194% . |
2024 Short‑Term Incentive Design and Outcomes
| Metric | Weight | Threshold (80% of target) | Target | Maximum (120% of target) | Actual 2024 | Payout mechanics |
|---|---|---|---|---|---|---|
| Adjusted EBITDAR after corporate expense ($000s) | 75% | 1,087,200 | 1,359,000 | 1,630,800 | 1,366,000 | 50% payout at threshold; 200% at max |
| CSR initiatives | 10% | — | — | — | 105% of target | Based on diversity spend, waste diversion, CSR ratings |
| Discretionary | 15% | — | — | — | Individual | Committee discretion |
Equity Ownership & Alignment
| Date (Record) | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Mar 12, 2024 | 335 | <1% | Early in tenure; excludes RSUs/PSUs/Career RSUs not vesting within 60 days |
| Mar 11, 2025 | 38,885 | <1% | Growth reflects vesting and awards; no pledging disclosed for Clinton |
- Unvested/Outstanding Equity at 12/31/2024:
- RSUs: 10,875 (2024 grant; value $788,873) ; 9,051 (2023 grant; value $656,560) .
- PSUs: 10,875 (2024 grant; value $788,872) ; 9,051 (2023 grant; value $656,559) ; 7,018 (2022 PSU; value $509,086; settled Feb 21, 2025) .
- Career RSUs: 4,082 unvested (value $296,108); Clinton entirely unvested in Career Shares as of YE 2024 .
- Options: None outstanding for Clinton .
- Stock ownership guidelines: General Counsel must hold stock equal to 3x base salary; compliance status not disclosed for Clinton .
- Policies: Clawback policy covering incentive-based compensation in restatements and for misconduct; anti‑hedging policy prohibiting hedging/monetization transactions .
Vesting Schedules (Structure)
- Time‑based RSUs: vest on the third anniversary of grant date (e.g., Feb 28, 2024 grant vests in 2027; Feb 22, 2023 grant vests in 2026) .
- PSUs: three-year cliff vest subject to performance metrics; 2022 PSU shares earned through 12/31/2024 and settled on Feb 21, 2025 .
- Career RSUs: payable at separation, subject to age/service thresholds (50% at 10 years; 75% at 15; 100% at 20; Clinton unvested as of YE 2024) .
Employment Terms
- Employment agreements: BYD has no employment agreements for NEOs; severance agreements are not in place .
- Change‑in‑Control economics (assumes 12/31/2024 event, $72.54 share price):
- CIC Plan: $4,870,373; 2000 MIP bonus: $675,000; accelerated equity value: $3,696,058; total: $9,241,431 (double‑trigger termination scenario) .
- Clawbacks, anti‑hedging: Company-wide policies apply to NEOs, including Clinton .
Performance & Track Record (Company context relevant to NEO pay)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Value of $100 Initial Investment (TSR, $) | 143.35 | 219.00 | 184.16 | 213.58 | 250.18 |
| Peer Group TSR ($) | 89.66 | 78.17 | 58.28 | 75.96 | 75.79 |
| Net Income (Loss) ($000s) | (134,700) | 463,846 | 639,377 | 620,023 | 577,952 |
| Adjusted EBITDAR ($000s) | 609,894 | 1,365,985 | 1,390,509 | 1,394,791 | 1,390,593 |
Compensation Structure Analysis
- Mix shift: Clinton’s pay emphasizes at‑risk equity (RSUs, PSUs, Career RSUs); 2024 stock awards $1,481,116 vs salary $675,000 and cash STI $723,600, indicating equity-heavy design consistent with BYD’s philosophy to target median peer pay and 100% equity-denominated LTIs .
- PSU metrics expanded: From 2021–2023 (EBITDAR, ROIC) to 2022–2024 (EBITDAR, margin, ROIC), increasing operational rigor; blended payouts 194% (’21–’23) and 122% (’22–’24), avoiding excessive upside persistence .
- Governance enhancements: Clawback and anti‑hedging policies in effect; independent comp consultant Exequity engaged; no employment/severance agreements, reducing fixed obligations .
- Say‑on‑pay support: 95.96% approval at 2024 Annual Meeting, indicating investor alignment with NEO pay programs .
Equity Ownership & Alignment (Detail)
| Component (as of 12/31/2024 unless noted) | Quantity | Market/Payout Value ($) |
|---|---|---|
| RSUs (2024 grant) | 10,875 | 788,873 |
| RSUs (2023 grant) | 9,051 | 656,560 |
| PSUs (2024 grant, assumed at target) | 10,875 | 788,872 |
| PSUs (2023 grant, assumed at target) | 9,051 | 656,559 |
| PSUs (2022 grant; earned through 12/31/2024; settled 2/21/2025) | 7,018 | 509,086 |
| Career RSUs (unvested) | 4,082 | 296,108; Clinton unvested in Career Shares as of YE 2024 |
- Pledging/Hedging: No pledging disclosed for Clinton; hedging prohibited by policy .
Related Party Transactions and Risks
- Related party transactions disclosed involve Boyd family members; none specifically involve Clinton .
- Section 16 compliance: No delinquent filings noted for Clinton in 2024; one director had late Forms 4 due to broker error .
- No legal proceedings or tax gross‑ups disclosed for Clinton; no option repricing indicated .
Compensation Peer Group (Benchmarking context)
- 2024 peer set used for pay design: Bally’s; Caesars; Churchill Downs; Golden Entertainment; MGM Resorts; Penn National Gaming; Red Rock Resorts; Travel + Leisure; Wynn Resorts; Hilton Grand Vacations; Hyatt Hotels; Marriott Vacations Worldwide; Light & Wonder; Six Flags; Vail Resorts .
- Target positioning: Total executive compensation targeted at 50th percentile of peers .
Fixed Compensation (Detail Table)
| Metric | 2023 | 2024 |
|---|---|---|
| Stock Awards ($) | 1,263,484 | 1,481,116 |
| Non‑Equity Incentive Plan Compensation ($) | 700,800 | 723,600 |
| Total Compensation ($) | 2,569,692 | 2,886,774 |
Performance Compensation (Grant Mechanics)
| Grant Type | Grant Date | Units | Vesting |
|---|---|---|---|
| RSUs | Feb 28, 2024 | 10,875; $695,565 FV | 3‑year time‑based |
| PSUs | Feb 28, 2024 | 10,875 target; $695,565 FV | 3‑year cliff, performance conditions |
| Career RSUs | Jan 2, 2024 | 1,410; $89,986 FV | Retirement-based; age/service thresholds |
Investment Implications
- Alignment and retention: Clinton’s unvested RSUs/PSUs and entirely unvested Career RSUs suggest strong retention hooks with multi‑year vesting and retirement mechanics; absence of pledging and anti‑hedging policy mitigate misalignment risks .
- Selling pressure: No options outstanding and no pledging disclosed; near‑term selling likely limited to scheduled RSU/PSU settlements (e.g., 2022 PSU settlement in Feb 2025), reducing overhang risk .
- Pay for performance: STI and PSU metrics tied to EBITDAR, margin and ROIC with measured payouts (122% for ’22–’24), plus high say‑on‑pay support, indicate governance rigor; however, flat EBITDAR and lower Net Income in 2024 vs 2023 may temper forward payouts if trends persist .
- Change‑in‑control: Double‑trigger CIC and accelerated equity could create significant personal liquidity in a sale scenario; investors should assess potential management incentives around strategic transactions ($9.24m illustrative total for Clinton) .