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 founding management; our policy calls for a AGAINST vote when a director has a familial relationship to senior management, and her classification as non-independent is consistent with that concern.
Mr. Boyd is the son of Chairman Emeritus William S. Boyd and brother of Chairman Marianne Boyd Johnson, creating a direct familial relationship to senior management at the top of the corporate hierarchy; our policy requires an AGAINST vote in this circumstance.
For Analysis
Mr. Smith is a long-tenured CEO with over 35 years of gaming industry experience; BYD's 3-year total return of +38.9% outperforms the company-disclosed peer group median of -30.2% by +69.1 percentage points, well above any underperformance threshold, and he holds only one outside public board seat (SkyWest), so no overboarding concern applies.
Mr. Bailey is an independent director with 40 years of legal experience including gaming law, holds no other public company board seats, attended at least 75% of meetings, and BYD's strong stock outperformance versus peers means no TSR trigger applies during his tenure since 2015.
Mr. Hartmeier joined the board in 2024 (within the past 24 months), making him exempt from the TSR trigger under our policy; he brings extensive investment banking and gaming finance expertise and holds one other public board seat (DiamondRock Hospitality), which is within the permitted limit.
Ms. Spadafor is an independent director with broad management consulting and strategic expertise, has served since 2009 during a period of strong BYD outperformance versus peers, holds no other public company board seats, and met the 75% attendance threshold.
Mr. Thoman is an independent director and audit committee financial expert with over 30 years as a CPA and Deloitte partner, holds no other public board seats, and BYD's strong peer outperformance means no TSR trigger applies during his tenure since 2019.
Mr. Whetsell is an independent director with over 35 years of hospitality industry experience and holds one other public company board seat (Hilton Grand Vacations), which is within the permitted limit; BYD's strong outperformance versus peers means no TSR trigger applies during his tenure since 2015.
FOR votes on six of eight nominees. Two AGAINST votes are warranted for Marianne Boyd Johnson and William R. Boyd, both of whom have direct familial ties to founder William S. Boyd who remains Chairman Emeritus and a significant shareholder — our policy requires an AGAINST vote when a director has a familial relationship to senior management. All five independent directors pass the TSR, overboarding, attendance, and qualifications screens. BYD's 3-year total return of +38.9% outperforms its company-disclosed peer group median of -30.2% by +69.1 percentage points, so the TSR underperformance trigger does not fire for 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 is within a reasonable range for a CEO of a $6.1 billion consumer cyclical gaming company with 35+ years of industry tenure and strong financial results including $1.4 billion in adjusted operating earnings. The pay structure is well-designed: roughly 75% of Mr. Smith's compensation is variable and performance-based, consisting of performance stock awards (60% of long-term equity), time-based stock awards, and cash bonuses tied to measurable financial targets — well above the 50-60% variable pay threshold our policy requires. Most importantly, BYD's stock has delivered a 3-year return of +38.9% compared to a peer group median of -30.2%, representing +69 percentage points of outperformance, meaning above-benchmark incentive pay is clearly justified by shareholder results. The prior year say-on-pay vote received approximately 90% support, a strong signal of broad shareholder endorsement of the program.
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 tenure of approximately 45 years that significantly exceeds our 25-year threshold for independence concern. The non-audit fee ratio is 28% (non-audit fees of $870,000 audit-related plus $316,000 tax = $1,186,000 divided by audit fees of $4,176,000), which is well within our 50% limit and does not raise independence concerns on its own. However, the extraordinary length of the auditor relationship — nearly half a century — triggers an AGAINST vote under our policy unless the proxy discloses a specific and compelling rationale for continued engagement, which it does not; the proxy simply notes Deloitte's appointment without addressing the tenure concern.
Overall Assessment
Boyd Gaming's 2026 annual meeting ballot contains three standard proposals: director elections, auditor ratification, and an advisory vote on executive compensation. We vote FOR six of eight director nominees (against the two founding-family directors due to familial ties to senior management), AGAINST auditor ratification solely due to Deloitte's extraordinary 45-year tenure which well exceeds our independence threshold, and FOR the executive compensation program given strong pay-for-performance alignment and a well-structured variable pay mix.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing