Marianne Boyd Johnson
WESTERN ALLIANCE BANCORPORATIONAbout Marianne Boyd Johnson
Marianne Boyd Johnson (age 66) is a founding director of Western Alliance Bancorporation, serving on the board since 1995; she brings 30+ years of executive leadership in the highly regulated gaming industry, including roles culminating in Executive Chairman at Boyd Gaming Corporation since 2023 . She is deemed independent by the Board under NYSE standards following a 2025 independence review .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Western Alliance Bancorporation | Director (founding) | 1995–present | Serves on Compensation and Governance Committees |
| Boyd Gaming Corporation | Executive Chairman | 2023–present | Long-standing executive and director; extensive operating experience in regulated gaming |
| Boyd Gaming Corporation | Co-Executive Chairman; Vice Chairman; Director | Co-Exec Chair 2021–2023; Vice Chair since 2001; Director since 1990 | Deep operating and governance experience |
| Nevada Community Bank | Director | Until sale to First Security Bank (Wells Fargo) in 1993 | Bank board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Boyd Gaming Corporation | Executive Chairman; Director | Exec Chair 2023–present; Director since 1990 | One of the largest U.S. casino entertainment companies; extensive executive experience |
Board Governance
- Committees: Compensation Committee member; Governance Committee member (not chair) .
- Independence: Board determined all nominees other than the CEO are independent; Johnson is independent .
- Attendance: In 2024, the Board held 9 meetings; each current director attended at least 75% of board and committee meetings on which they served .
- Executive sessions: Five independent director-only executive sessions were held in 2024 .
- Committee activity context: Compensation (8 meetings), Governance (7 meetings) in 2024; Johnson serves on both .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount ($) | Basis/Detail |
|---|---|---|
| Board retainer (cash) | 50,000 | Standard non-employee director annual board cash retainer approved Feb 2024 |
| Committee retainers (cash) | 20,000 | $10,000 each for Compensation and Governance committees (Johnson is a member of both) |
| Fees earned or paid in cash (reported) | 70,000 | Reported for Johnson in 2024 director compensation table |
| All other compensation | 6,043 | Director dividends on unvested grants and other items per proxy methodology |
| Total cash + other | 76,043 | Summation per disclosed table |
Performance Compensation (Equity – Director Program)
| Award Type | Shares/Value | Grant Date | Vesting | Notes |
|---|---|---|---|---|
| Restricted Stock (annual grant) | 4,056 shares; $235,005 grant-date fair value | Feb 6, 2024 | Scheduled to vest Feb 6, 2025 | Standard non-employee director award level for 2024; equity used to align director/stockholder interests |
| Stock awards (reported) | $235,005 | 2024 | As above | Johnson’s reported stock award value for 2024 |
Director grants are time-based restricted stock scheduled to vest one year from grant; no performance metrics are attached to director equity awards as disclosed .
Other Directorships & Interlocks
| Entity | Interlock/Detail | Governance Relevance |
|---|---|---|
| Boyd Gaming Corporation | Johnson: Executive Chairman; Director since 1990 | External leadership role may provide industry and governance expertise |
| Boyd Gaming Corporation (historical) | Donald D. Snyder (current WAL director) served as President of Boyd Gaming (1997–2005) | Indicates historical network linkage; not a current related-party transaction per disclosure |
Expertise & Qualifications
- 30+ years in regulated gaming with 20+ years as an executive; strong public company and bank board experience .
- Skills & Traits Matrix highlights include Corporate Strategy, Risk Management & Controls, Public Company Governance, Compensation & Management Development, and Technology/InfoSec among the Board’s prioritized skills .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,693,468 shares (1.53% of outstanding as of Apr 14, 2025) |
| Shares pledged as collateral | None noted for Johnson; footnotes disclose pledged shares for an executive (Gibbons) only |
| Director stock ownership guideline | Minimum holding equal to 5x annual cash compensation; 5-year compliance window for new directors |
| Compliance status | In 2024, each director was in full compliance with ownership guidelines |
| Hedging/pledging policy | Hedging/pledging prohibited with limited legacy/financial-capacity exceptions administered by Governance Committee; pledged shares excluded from ownership levels |
Insider Trades
| Date | Transaction | Shares | Price | Source |
|---|---|---|---|---|
| — | Not disclosed in DEF 14A; company states all directors/officers complied with Section 16(a) filing requirements for 2024 | — | — | Section 16(a) compliance statement |
Related-Party Transactions and Conflicts Check
- The company reports no related-party transactions >$120,000 involving any director or immediate family member for 2024, beyond ordinary-course Reg O-compliant lending and specified executive family employment noted elsewhere (none attributed to Johnson) .
- The Board reviewed director relationships and affirmed Johnson’s independence; Governance Committee oversees and must approve related-party transactions under a formal policy updated in 2025 .
Say-on-Pay & Shareholder Feedback (Oversight Signal)
- 2024 say-on-pay received over 95% support, signaling investor alignment with compensation oversight; relevant to Johnson’s Compensation Committee role .
- Compensation Committee retained an independent consultant (Willis Towers Watson); independence affirmed; committee directly oversees plan risk and clawback policies .
Governance Assessment
- Strengths: Independent status affirmed; active service on Compensation and Governance committees; robust attendance standard met; equity-heavy director comp aligns interests; significant personal ownership (1.53%) indicates strong skin-in-the-game .
- Conflicts/Red Flags: None disclosed—no related-party transactions tied to Johnson; hedging/pledging prohibited; historical Boyd Gaming linkage via another director (Snyder) noted but no current transactions disclosed .
- Implications: Johnson’s long-tenured, industry-regulated background and committee roles support board effectiveness in compensation and governance oversight; strong say-on-pay support reinforces investor confidence in committee stewardship .