William R. Boyd
BOYD GAMINGAbout William R. Boyd
William R. Boyd (age 65) is a long-tenured director at Boyd Gaming, serving on the Board since September 1992; he retired from his executive officer role on September 30, 2024 after more than four decades in gaming operations and corporate roles, including chairing the Company’s Corporate Compliance Committee . He is the brother of Executive Chairman Marianne Boyd Johnson and son of Chairman Emeritus William S. Boyd, which affects independence assessments under NYSE standards . Education is not disclosed in the proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boyd Gaming Corporation | Director | Sep 1992–present | Long board tenure; institutional continuity |
| Boyd Gaming Corporation | Vice President | Dec 1990–Sep 2024 | Senior operating executive; direct management oversight |
| Boyd Gaming Corporation | Administrative/Operations positions | 1978–Dec 1990 | Property/operations experience |
| Boyd Gaming Corporation | Chair, Corporate Compliance Committee | Dates not specified (served during executive tenure) | Led gaming and regulatory compliance oversight; reports to GovNom via Board-level compliance reporting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Better Business Bureau of Southern Nevada | Director | Not disclosed | Community/business standards involvement |
Board Governance
- Independence: Not listed among independent directors; independent directors include Bailey, Hartmeier, Spadafor, Thoman, Whetsell, and Thomas . Family relationships (child of William S. Boyd; sibling of Marianne Boyd Johnson) reinforce non-independence status .
- Committee memberships: BYD’s standing committees (Audit, Compensation, GovNom) are comprised solely of independent directors; Boyd is not listed as a member on any of these committees . He previously chaired the Corporate Compliance Committee (Board-level oversight of gaming/regulatory compliance), a role distinct from the three standing committees .
- Attendance: The Board held 10 meetings in 2024; each current director attended at least 75% of Board and applicable committee meetings and attended the 2024 annual meeting .
- Board leadership and risk oversight: Separation of Executive Chairman and CEO; all Audit Committee members designated as “financial experts”; Board conducts annual self-evaluations; stock ownership, clawback and anti-hedging policies in place .
Fixed Compensation
- Director program structure (non-employee directors):
- Board member retainer: $105,000; Presiding Director add’l $30,000 .
- Audit Committee: Chair $30,000; Member $15,000 .
- Compensation Committee: Chair $25,000; Member $10,000 .
- GovNom Committee: Chair $20,000; Member $10,000 .
- Annual stock award: $200,000 RSUs on each annual meeting date .
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 (partial year as non-executive director) | 26,250 | — | 26,250 |
Notes:
- Boyd did not receive an annual director RSU grant in 2024, consistent with his service as an executive officer until September 30, 2024; the $26,250 reflects partial-year cash fees after retiring from the executive role .
Performance Compensation
- Directors receive time-based RSUs (not performance-based); Boyd did not receive a director stock award for 2024 due to executive status for most of the year .
- Company’s executive short-term incentive framework (context for pay-for-performance design):
| Metric | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| Adjusted EBITDAR after Corporate Expense (in $000s) | 75% | 1,087,200 | 1,359,000 | 1,630,800 |
| CSR (diversity spend, waste diversion, CSR ratings) | 10% | — | — | — |
| Discretionary | 15% | — | — | — |
- 2024 results: Adjusted EBITDAR after corporate expense $1,366,000 → 100.5% of target; CSR achievement at 105% of target; STI payouts made in 2025 .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles |
|---|---|---|---|
| None | Public | — | — |
| Better Business Bureau of Southern Nevada | Non-profit | Director | Not disclosed |
- Family interlocks/conflicts: Boyd is the son of Chairman Emeritus William S. Boyd and brother of Executive Chairman Marianne Boyd Johnson; related-party compensation and share pledging are disclosed (see Related Party Exposure) .
Expertise & Qualifications
- 40+ years in gaming operations and corporate compliance; experience chairing compliance oversight supports regulatory rigor across properties .
- Not designated an Audit Committee financial expert (not on Audit Committee) .
- No public company board experience outside BYD; external role at BBB of Southern Nevada .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| William R. Boyd | 1,847,392 | 2.24% (of 82,512,722 shares outstanding) | Includes 7,477 options exercisable within 60 days; includes 348,237 shares pledged or held in a margin account; includes trustee holdings (Sean W. Johnson Separate Property Trust) with beneficial ownership disclaimed except pecuniary interest |
- Shares outstanding for calculation: 82,512,722 as of March 11, 2025 .
- Director stock ownership guidelines apply to independent directors (≥5x annual cash retainer); Boyd is non-independent, but his ownership substantially exceeds guideline multiples in absolute terms .
Related Party Exposure
| Related Person | Role | 2024 Total Compensation | 2025 Base Salary | Notes |
|---|---|---|---|---|
| William S. Boyd | Chairman Emeritus | $900,000 | $900,000 | Parent of William R.; ongoing compensation |
| Marianne Boyd Johnson | Executive Chairman | $1,640,992 | $355,000 | Sibling; significant equity and non-equity incentives |
| William R. Boyd | Retired Executive (9/30/2024), Director | $718,865 | N/A | Shifted to non-executive director remuneration post-retirement |
| Samuel J. Johnson III | VP, Business Improvement | $299,407 | $217,500 | Stepson of Marianne Boyd Johnson |
- Pledged shares: Boyd has 348,237 shares pledged or in margin accounts (RED FLAG); Marianne Boyd Johnson has 362,054 shares pledged/margin at MBGPT (RED FLAG) .
- Audit Committee oversees related person transactions; committees are independent .
Compensation Committee Analysis
| Item | Details |
|---|---|
| Committee composition (2024) | Peter Thomas (Chair), John Bailey, Paul Whetsell; all independent |
| Consultant | Exequity, LLP; determined independent; continued engagement through 2024 |
| Interlocks | None disclosed in 2024 |
| Peer group | Bally’s; Caesars; Churchill Downs; Golden Entertainment; MGM Resorts; Penn National; Red Rock; Travel + Leisure; Wynn; Hilton Grand Vacations; Hyatt; Marriott Vacations; Light & Wonder; Six Flags; Vail |
| Say-on-Pay approval (2024) | ~95.96% of votes cast supported NEO compensation |
Governance Assessment
- Strengths:
- Deep operational and compliance experience; prior chair of Corporate Compliance Committee enhances regulatory oversight and risk management .
- Significant personal share ownership (2.24%) aligns with long-term value creation incentives .
- Board structure features independent committees, clawback and anti-hedging policies, and separation of Chair/CEO roles .
- Concerns / RED FLAGS:
- Non-independence due to recent executive role and family relationships (son of Chairman Emeritus; sibling of Executive Chairman) .
- Pledge of 348,237 shares as collateral/margin increases risk of forced selling and misalignment with anti-pledging best practices (RED FLAG) .
- Not serving on independent standing committees (Audit, Compensation, GovNom), limiting direct involvement in key oversight areas governed by independent directors .
- Attendance/Engagement:
- Met at least 75% attendance threshold for Board/committees in 2024 and attended annual meeting, indicating baseline engagement .
- Shareholder Signals:
- Strong say-on-pay support suggests investor confidence in compensation governance generally; family-related party transactions warrant ongoing monitoring for conflicts .
Overall: Boyd’s extensive compliance background and material ownership provide alignment and domain expertise, but non-independence and pledged shares present notable governance risks. Continued vigilance on related-party transactions, pledging practices, and role delineation is advisable .