BOYD GAMING CORP (BYD)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
BOYD GAMING CORP · Meeting: May 7, 2026
Directors FOR
6
Directors AGAINST
2
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Ms. Johnson is the daughter of Chairman Emeritus William S. Boyd and sister of fellow director William R. Boyd, giving her a direct familial relationship to the founding family that controls the company; she is not classified as independent, and the policy calls for a No vote when a director has a familial relationship to senior management, particularly at the top of the organization.
Mr. Boyd is the son of Chairman Emeritus William S. Boyd and the brother of Chairman Marianne Boyd Johnson, placing him in a direct familial relationship with senior management; he is not classified as independent, triggering the policy's No vote for directors with familial ties to top management.
For Analysis
As CEO and director since 2005, Mr. Smith's tenure fully overlaps the measurement period; BYD's 3-year total return of +38.9% beats the compensation peer group median of -30.2% by +69.1 percentage points, well above the 50-point threshold needed to trigger a No vote, so no TSR concern applies, and no other policy flags are present.
Mr. Bailey is classified as independent, has served since 2015 with no overboarding concerns (no other public company boards), attended at least 75% of meetings, and BYD's strong stock performance versus its peer group raises no TSR concerns.
Mr. Hartmeier joined the board in 2024, which is within the 24-month exemption window under the policy, exempting him from the TSR trigger; he brings relevant gaming and capital markets expertise, is independent, and serves on one other public company board (DiamondRock Hospitality), well within the overboarding limit.
Ms. Spadafor is classified as independent, has served since 2009 with no overboarding (no other public company boards), attended at least 75% of meetings, and BYD's strong outperformance of its peer group over three years raises no TSR concern.
Mr. Thoman is classified as independent, has served since 2019, holds no other public company board seats, serves as Audit Committee chair with clear financial expertise as a former CPA and Deloitte partner, and BYD's peer-relative TSR performance raises no concerns.
Mr. Whetsell is classified as independent, has served since 2015 with one other public company board seat (Hilton Grand Vacations, well within limits), attended at least 75% of meetings, and BYD's strong TSR outperformance versus peers eliminates any performance-based concern.
Of the eight nominees, six receive a FOR vote — all five independent directors plus the CEO. Two family-member directors (Marianne Boyd Johnson and William R. Boyd) receive Against votes under the policy's familial relationship rule, as both are non-independent children of the founding Chairman Emeritus with direct ties to senior management. BYD's 3-year total shareholder return of +38.9% substantially outperforms the compensation peer group median of -30.2% by +69.1 percentage points, so no TSR-based concerns apply to any director.
Say on Pay
✓ FORCEO
Keith Smith
Total Comp
$14,697,487
Prior Support
90.38%%
CEO Keith Smith's total compensation of $14.7 million reflects a pay mix where approximately 87% is variable (equity awards plus performance-based bonus), well above the 50-60% variable threshold the policy requires, and the short-term incentive plan uses Adjusted EBITDAR — a clear, measurable operating metric — while the long-term plan uses a three-year performance period measuring EBITDAR, EBITDAR margin, and return on invested capital, all of which are durable metrics. BYD's 3-year total return of +38.9% substantially outperforms its peer group median of -30.2%, meaning above-benchmark incentive pay is fully supported by shareholder outcomes, passing the pay-for-performance alignment check. Prior-year say-on-pay support was approximately 90%, well above the 70% threshold that would require a visible response, and the company has a meaningful clawback policy compliant with SEC rules.
Auditor Ratification
✗ AGAINSTAuditor
Deloitte & Touche LLP
Tenure
45 yrs
Audit Fees
$4,176,000
Non-Audit Fees
$1,186,000
Deloitte has served as Boyd Gaming's auditor since 1981 — a relationship of approximately 45 years — which far exceeds the 25-year tenure threshold in the policy; the proxy does not provide a specific and compelling rationale for continued engagement such as a disclosed multi-year rotation plan, so the tenure trigger fires and the policy calls for a No vote. The non-audit fee ratio (audit-related fees of $870,000 plus tax fees of $316,000 = $1,186,000 against audit fees of $4,176,000) equals approximately 28%, which is comfortably below the 50% independence threshold and raises no concern.
Overall Assessment
Boyd Gaming's 2026 annual meeting presents three proposals; the company earns a For on say-on-pay given strong pay-for-performance alignment and a well-structured variable compensation program, but draws an Against on auditor ratification due to Deloitte's 45-year tenure with no disclosed rotation plan. In the director election, two founding-family non-independent directors (Marianne Boyd Johnson and William R. Boyd) receive Against votes under the familial relationship policy, while the five independent directors and the CEO are supported, aided by BYD's exceptional 3-year total return that outpaces its peer group by over 69 percentage points.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing