SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

BOYD GAMING CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

To be held on May 6, 2021

To the Stockholders of Boyd Gaming Corporation:TO THE STOCKHOLDERS OF BOYD GAMING CORPORATION:

You are invited to attend our 20212022 Annual Meeting of Stockholders, (“Annual Meeting”), which will be held on May 6, 20215, 2022 at 1:00 p.m., Pacific Daylight Time. This year’s Annual Meeting will be conducted virtually via a live audio webcast. While ourOur executive corporate offices, 3883 Howard Hughes Parkway,located at 6465 South Rainbow Boulevard, in Las Vegas, Nevada, shallwill serve as the statutory location from which the Annual Meeting will be hosted,hosted. However, you will only be able to attend the Annual Meeting, submit your questions and vote online during the meeting via electronic communications. To do so please visitcommunication at http://www.virtualshareholdermeeting.com/BYD2021BYD2022, and by so participating. By logging into this site, you will be deemed present at the Annual Meeting. At the Annual Meeting, our stockholders will consider and vote on the following matters:

The foregoing items of business including the nominees for directors, are more fully described in the proxy statement which is attached to and made part of this notice.

Our board of directors has fixed the close of business on March 12, 202111, 2022 as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof.

We are pleased to take advantage of the U.S. Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) instead of a paper copy of this proxy statement and our 20202021 Annual Report to Stockholders. The Internet Availability Notice contains instructions on how to access those documents over the Internet. The Internet Availability Noticeand also contains instructions on how to request a paper copy of our proxy materials, including this proxy statement, our 20202021 Annual Report to Stockholders and a form of proxy card or voting instruction card, as applicable. All stockholders who have previously requested to receive a paper copy of the proxy materials by mail will receive a paper copy of the proxy materials rather than the Internet Availability Notice. We believe that this process will reduce the costs of printing and distributing our proxy materials and also provides other benefits.

All stockholders are cordially invited to attend the virtual Annual Meeting conducted via live audio webcast. However, whether or not you expect to attend the Annual Meeting online, we urge you to vote as promptly as possible by following the instructions included in this proxy statement or by following the instructions detailed in the Internet Availability Notice, as applicable, in order to ensure your representation and the presence of a quorum at the Annual Meeting. If you send inmail your proxy card or vote by telephone or the Internet,online, you may still decide to attend the Annual Meeting and vote your shares in person. Your proxy is revocable in accordance with

By Order of the procedures set forth in this proxy statement.Board of Directors

Las Vegas, Nevada

March 25, 202123, 2022

TABLE OF CONTENTS

SUMMARY

Our board of directors (our “Board”) is soliciting proxies for our 2022 Annual Meeting of Stockholders. This summary highlights information you will find in this proxy statement. As it is only a summary, we encourage you to review the entire proxy statement before you vote.

HOW TO VOTE

AGENDA AND VOTE RECOMMENDATIONS:

EFFECTIVE

GOVERNANCE

With one of the most experienced leadership teams in the casino industry, we pride ourselves on offering our guests an outstanding entertainment experience, delivered with unwavering attention to customer service.

We carry out this mission while demonstrating the highest level of integrity, which starts in the boardroom and carries through to each of our properties. Through teamwork, respect, and a disciplined approach to executing on our goals, we strive to maximize stockholder value, to be a leader in our industry, and to provide meaningful opportunities for our employees and our communities.

CORPORATE GOVERNANCE HIGHLIGHTS

Our Board continually reviews our practices with a focus on promoting our commitment to deliver long-term stockholder value, strengthen the Board’s accountability and continue to maintain a high level of public trust in our Company.

		5

BOARD QUALIFICATIONS AND EXPERIENCE

The Corporate Governance and Nominating Committee annually performs an assessment of our Board’s composition with a view that diversity, inclusive of gender, race and experience, is a critical component of sound corporate governance. The following outlines a subset of the attributes of our independent directors identified during the assessment.

* Includes non-independent members. The assessment includes results for Veronica Wilson, who subsequently announced her intent not to stand for re-election to the Board at the Annual Meeting.

DIRECTOR NOMINEES

		6

Our Board held a total of eleven meetings during 2021. Each of our current directors attended at least 75% of the Board meetings and the committees of the Board on which the director served that were held during the applicable period of service. We encourage, but do not require, our directors to attend our annual stockholder meetings. Each of our directors attended the 2021 annual stockholder meeting.

Identifying and Evaluating Director Nominees

Our Corporate Governance and Nominating Committee uses a variety of methods to identify and evaluate director nominees. Candidates may come to the attention of the Corporate Governance and Nominating Committee via our current Board members, professional search firms, stockholders beginningor other persons. These candidates will be evaluated by our Corporate Governance and Nominating Committee and may be considered at any point during the year.

The Corporate Governance and Nominating Committee considers diversity as one of many factors in the identification and evaluation of potential director nominees. The overriding principle guiding our director nomination process is a desire to ensure that our Board serves the interests of our stockholders. We believe that having diverse skills, experiences and perspectives represented on or about March 25, 2021. Our executive offices are locatedthe Board maximizes stakeholder value. When the Committee evaluates director nominees, it may consider the following elements, among others:

The Corporate Governance and Nominating Committee annually performs an assessment of our Board’s composition regarding age, skills and experience and the effectiveness of its efforts to consider diversity in its director nomination process. The Committee believes its director nomination process, including its policy of considering diversity in that process, has created a Board with diverse backgrounds and experiences that collectively serves the interests of our stockholders well.

		10

Stockholders may also suggest a director candidate for consideration by submitting a recommendation to the Corporate Governance and Nominating Committee Chair, care of our Corporate Secretary, at 3883 Howard Hughes Parkway, Ninth Floor,6465 South Rainbow Boulevard, Las Vegas, Nevada 89169.89118, no later than 60 days prior to the date of the 2023 Annual Meeting of Stockholders. Such notice must include the candidate’s name, biographical data, relationship to the stockholder and other relevant information. Such notice must also meet the eligibility, procedural and any other requirements set forth in our Amended and Restated Bylaws.

Director Independence

Our Corporate Governance Guidelines require that our Board consist of a majority of independent directors consistent with the New York Stock Exchange (“NYSE”) listing standards. These standards require the Board to determine, among other things, that our independent directors have no material relationship with Boyd Gaming other than as a director. The Board considers all known relevant facts and circumstances about the relationships bearing on the independence of a director or nominee and also considers sales and purchases of products and services in the ordinary course of business between Boyd Gaming and other companies where a director or immediate family member may have a relationship, including the interests of Mr. Thomas and certain family members in Switch, Inc.

Applying these standards, each of the following individuals is considered an “independent director”:

Risk Management

Our Board is responsible for company-wide risk oversight, with our senior management bearing primary responsibility for managing these risks. The Board’s oversight functions are primarily coordinated through each of our Board committees. Each of the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee receives regular updates from management and works with management to assess potential risk exposures and understand the controls in place to mitigate potential impacts of such risks. In turn, our Board committees report to the full Board at least four times per year regarding their respective areas of risk oversight responsibilities.

Gaming and Regulatory Risk Management: We take our duty to be a responsible member of the gaming industry seriously. Our Corporate Compliance Committee oversees our Company’s gaming and regulatory compliance programs, which include gaming operations, government regulations, and financial crime prevention such as anti-money laundering (AML) compliance and procedures. To ensure proper visibility and transparency, the Corporate Compliance Committee is chaired by a member of our Board of Directors who provides regular reports of each meeting directly to the Corporate Governance and Nominating Committee.

Cybersecurity Risk Management: Led by a dedicated Information Security team, Boyd Gaming operates with the highest degree of integrity in designing, delivering and maintaining a comprehensive program that safeguards our systems, services and data from cybersecurity-related threats. Supporting these efforts, Boyd Gaming team members are required to take regular information security training, ensuring our entire team is aware of the latest risks in cybersecurity and is prepared to do their part to keep our systems and information secure. Our Chief Information Officer provides the full Board quarterly updates on cybersecurity and data protection matters, our information and data security initiatives and practices, and any developments in the threat environments that we face.

		11

ESG and Risk Management: Our Board and management understand that operating on a foundation of corporate responsibility, community and stewardship are key to ensuring the Company’s long-term success. Our Corporate Governance and Nominating Committee is responsible for overseeing the Company’s strategies related to sustainability, diversity and stewardship (collectively, our “ESG Initiatives”), with clear communication to the other committees and the full Board on these topics. The Committee actively engages with management regarding the execution of our ESG initiatives and the proper public disclosure of these topics.

Board Committees

Our Board has three standing committees as outlined below, each comprised of independent directors. The charters for each of these committees are available on our website at www.boydgaming.com.

The Compensation Committee has the authority to retain consultants to assist in evaluating various elements of our compensation programs and in making compensation determinations, including for our Chief Executive Officer. The Compensation Committee continued its engagement of Exequity, LLP (“Exequity”) in 2021 to provide compensation-related analyses and consulting services. Our CEO also provides recommendations to the Compensation Committee for each Named Executive Officer and for members of our management committee (“Management Committee”), which performs an active role in the leadership and strategy for the development, operations and growth of the Company. The Compensation Committee determined that Exequity is independent and has not created any conflict of interest.

		12

Compensation Committee Interlocks and Insider Participation

During 2021, the members of our Compensation Committee consisted of Messrs. Bailey, Thomas, and Whetsell and Ms. Wilson. None of the Company’s executive officers serves as a director or member of the compensation committee of another entity that has one or more executive officers serving as a director of the Company or on the Company’s Compensation Committee.

Communicating with our Board

Our stockholders and other interested parties may communicate with our Board by writing to:

Boyd Gaming Corporation

6465 South Rainbow Boulevard, Las Vegas, Nevada 89118

Attn: Corporate Secretary

Communications will be reviewed by our Corporate Secretary and, if determined to be relevant to our operations and policies, they will be forwarded to our Board or our lead independent director, as appropriate.

DIRECTOR COMPENSATION

Our non-employee director compensation program consists of cash retainers, an annual grant of restricted stock units (RSUs) and eligibility for certain medical and health benefits. The annual cash retainer component is available to non-employee directors as follows.

All non-employee directors also receive an award of RSUs equal to $175,000 on each annual meeting date. Beginning in 2021, RSUs granted to directors in recognition of their Board service fully vest on the grant date and are paid in shares of our common stock. All RSU grants made to non-employee Board members prior to 2021 will be fully released upon the Director’s retirement from our Board.

The following table sets forth the compensation earned for director services by each non-employee director during the fiscal year ended December 31, 2021.

Name(1)		Fees Earned or Paid in Cash ($)(2)				Stock Awards ($)(3)				All Other Compensation ($)(4)				Total ($)
Peter M. Thomas			144,000				175,000				14,435				333,435
Christine J. Spadafor			104,000				175,000				9,096				288,096
A. Randall Thoman			104,000				175,000				14,435				293,435
John R. Bailey			91,667				175,000				14,435				281,102
Robert L. Boughner(5)			37,500				175,000				9,623				222,123
Paul W. Whetsell			91,667				175,000				14,435				281,102
Veronica J. Wilson			99,000				175,000				—				274,000

(1)

Neither Messrs. William S. Boyd, William R. Boyd, or Smith, nor Ms. Johnson receive compensation for serving as a member of the Board, but they are compensated for their service as executive officers. For more information, see “Compensation Discussion and Analysis” and “Transactions with Related Persons.”

		13

COMPENSATION

DISCUSSION

AND ANALYSIS

Our named executive officers (“NEOs”) for the fiscal year ended December 31, 2021 are:

Our Compensation Philosophy

We are focused on generating sustainable value for our stockholders by demonstrating operational excellence, delivering positive financial results, and maintaining a disciplined yet forward-looking approach to capital deployment and strategic opportunities. We also value our commitment to returning capital to our stockholders.

Throughout 2021, we were able to build on the strong operating momentum that began when we reopened our properties that were closed during the first half of 2020. By streamlining our cost structure, using our technological and marketing capabilities, and maintaining a tight focus on our core customer, we delivered the strongest annual performance in our Company’s history and placed the Company in a position of financial strength. We also made significant progress advancing our ESG Initiatives in 2021, which included reducing energy consumption and natural resources and lowering carbon emissions compared to our 2017 baseline, enhancing our Company’s responsible gaming initiatives, establishing a companywide waste diversion program, and continuing progress in furthering the diversity of our workforce and leadership teams.

We seek to align the compensation packages of our NEOs with this long-term strategy. To achieve this, we tie a meaningful portion of compensation to achieving predetermined goals and reward individual contributions to our overall success. Our pay principles are structured to appropriately balance achievement of short- and long-term goals and promote our philosophy of being innovative yet disciplined. Mr. Smith’s 2021 compensation was allocated as follows:

		15

Our goal is to align executive interests with our stockholders and all stakeholders by setting performance incentives that provide a clear path to achieving long-term value. This philosophy carries into our executive pay design in the following ways:

We believe our NEO compensation packages are competitive with other leading companies in the gaming and hospitality industries, which generally fall into three categories: (i) core gaming companies; (ii) gaming technology/equipment companies; and (iii) resort/hotel operators. OurCompensation consultant, Exequity, assists us in conducting peer group analyses with a view toward establishing NEO total compensation that is competitive with our peers. Our peer group for 2021 consisted of the following: Caesars Entertainment Corp.; Churchill Downs, Inc.; Eldorado Resorts, Inc.; Las Vegas Sands Corp.; MGM Resorts International; Penn National Gaming, Inc.; Red Rock Resorts, Inc., Wynn Resorts, Ltd.; Extended Stay America, Inc.; Hilton Grand Vacations, Inc.; Hyatt Hotels Corp.; Marriott Vacations Worldwide Corporation; Scientific Games Corporation; Six Flags Entertainment Corp.; Vail Resorts, Inc.; and Wyndham Worldwide Corp.

Short-Term Performance Incentives

We believe our management team’s effort and focus on transforming and executing our strategy and commitment to sustaining a more efficient and profitable operating model into the future has allowed Boyd Gaming to successfully navigate the challenges presented by the Pandemic.

The Compensation Committee continued its philosophy of executing on a measured approach to our compensation in 2021, including in response to the challenging circumstances facing the Company due to the Pandemic. The Compensation Committee recognized that 2021 presented the Company with another unique set of uncertainties as management navigated through the reopening of our properties after being forced to close temporarily due to the Pandemic. Recognizing these challenges, the Compensation Committee established two six-month performance periods under our Management Incentive Plan (the “2000 MIP”), which is our short-term incentive plan applicable to executive management that pays out annually in cash awards.

The Compensation Committee approved a design for the short-term incentive program based on two six-month performance periods. Target metrics for the first six-month performance period were based on Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Rent (“Adjusted EBITDAR”)¹ and target metrics for the second six-month performance period were based on a mix of Adjusted EBITDAR and on demonstrating meaningful progress toward achieving the Company’s ESG and Diversity, Equity and Inclusion (“DEI”) initiatives.

First Half 2021

Metric

Weight

Threshold

Target

Maximum

Adjusted EBITDAR

100%

$343,092,000*

$428,865,000

$514,638,000*

Second Half 2021

Metric

Weight

Threshold

Target**

Maximum

Adjusted EBITDAR

80%

$480,141,600*

$600,177,000

$720,212,400*

ESG and DEI Growth

20%

—

—

—

*	Performance at 80% of target would have resulted in a payout of 50% of an executive’s target, and performance at 120% would have resulted in a payout of 200% of an executive’s target.

**	Level of achievement of the ESG and DEI Growth metric was based on the Company’s overall progress regarding ESG and DEI initiatives.

		16

Maximum payout under the short-term incentive plan is capped at 200% of target. Actual Adjusted EBITDAR for the first half of 2021 equaled $678,000,000, which resulted in a maximum payout under the plan for the first half of 2021 performance period. Actual Adjusted EBITDAR for the second half of 2021 equaled $688,000,000 and the Compensation Committee determined the Company’s achievement of ESG and DEI growth to be at target, which resulted in a payout of 171% under the plan for the second half of the 2021 performance period. This resulted in a blended payout under the short-term incentive plan of 185.5%, which was paid entirely in 2022.

Long-Term Performance Incentives

We believe long-term compensation should serve both as an incentive for achieving longer term Company performance goals and as a retention tool for our executives. We also believe that stock price appreciation and ownership in the Company are valuable incentives that align executive and stakeholder interests. Our NEOs receive long-term incentive compensation in the form of RSUs, Performance Shares and Career Shares. Our Annual long-term incentive grants to our NEOs are comprised 50% of RSUs and 50% of Performance Shares. Long-term incentives for the 2021 target period were granted as follows:

Executive		Target Performance Shares ($)				Target RSUs ($)
William S. Boyd			$700,000				$700,000
Keith Smith			$2,300,000				$2,300,000
Josh Hirsberg			$700,000				$700,000
Stephen Thompson			$500,000				$500,000
Theodore Bogich			$500,000				$500,000

Performance Shares: Performance Share grants comprise 50% of an executive’s annual long-term compensation. Performance Share achievement with respect to the 2019-2021 performance period was measured by Net Revenue growth and Adjusted EBITDAR growth, with possible achievement ranging from 0% to a maximum of 200%. Company performance for this period resulted in a payout at 158%.

In July 2021, the Compensation Committee granted target Performance Shares as follows:

Executive		2021 Annual Grant
Williams S. Boyd			14,508
Keith Smith			47,668
Josh Hirsberg			14,508
Stephen Thompson			10,363
Theodore Bogich			10,363

RSUs: Time-based RSU grants comprise the remaining 50% of an executive’s annual long-term compensation. In February 2021, the Compensation Committee granted target RSUs as follows:

Executive		2021 Annual Grant
Williams S. Boyd				14,508
Keith Smith				47,668
Josh Hirsberg				14,508
Stephen Thompson				10,363
Theodore Bogich				10,363

		17

2021 Special RSU Award: In recognition of the extraordinary efforts and leadership demonstrated by our NEOs throughout the Pandemic and their resulting accomplishments that benefited the Company, the Compensation Committee approved a special equity award grant of RSUs in February 2021 to our NEOs. The award amounts were targeted at levels that the Compensation Committee believed would provide appropriate recognition and meaningful retention incentives for each recipient. The number of RSUs granted are as follows:

See “ —Compensation Tables” for the effects of the 2021 Special RSU Award on total compensation. Mr. Smith’s 2021 compensation had he not received the special RSU award in recognition of his efforts during the Pandemic would have been $11,116,182.

Career Shares Program:

Our NEOs participate in our Career Shares Program, which provides for additional capital accumulation opportunities for retirement and is intended to reward long-service executives. The Career Shares Program provides for the grant of RSUs (“Career RSUs” or “Career Shares”) under our Stock Incentive Plan to members of our senior management, including each of our Named Executive Officers. Each Career RSU entitles a holder to one share of restricted common stock, except that Career RSUs do not have voting rights and do not entitle the holder to receive dividends. Each NEO receives an annual grant of Career Shares equal to 15% of his base salary. The Career Shares are subject to vesting as outlined in “Grants of Plan-Based Awards”.

Perquisites, Benefits and Other Bonuses

We provide our NEOs with perquisites that we believe are reasonable, competitive and consistent with our overall executive compensation program. We provide certain of our NEOs with use of our corporate aircraft and provide Mr. Boyd with use of a corporate car that is owned by the Company, as provided in the “Summary Compensation Table.” In addition, we provide a country club membership for Mr. Boyd, which is used for both business and personal purposes. The amount of all unreimbursed costs related to this membership for 2021 is reported as other compensation in the “Summary Compensation Table.”

Messrs. William S. Boyd, Smith and Hirsberg are eligible to participate in our Medical Expense Reimbursement Plan, which covers medical expenses incurred by participants and their spouses that are not covered by other medical plans. We also provide our NEOs with additional life insurance coverage than is generally made available to our other employees. See “—Summary Compensation Table”.

Our senior management members, including our Named Executive Officers, also are eligible to participate in our other benefit plans and programs on the same terms as other employees. These plans include our 401(k) plan and medical, vision and dental insurance. In addition, our senior management members and our non-employee directors are eligible to participate in our deferred compensation plan on the same terms as other eligible management-level employees.

		18

Stock Ownership Guidelines

We believe having a meaningful ownership interest in the Company is an important tool to promote the long-term benefit of all Company stockholders. Our stock ownership guidelines require ownership by our NEOs based on a multiple of the participant’s base salary, as follows:

Our non-employee director stock ownership guidelines require each independent Board member to hold Company stock at least equal to five times the annual cash retainer received by the Director.

Clawback Policy

Under our clawback policy, we may, under certain circumstances, recoup the value of cash, equity or equity-linked incentive compensation tied to performance metrics and paid to our NEOs. If it is determined that an NEO’s misconduct led to or contributed to financial reporting that requires restatement, we may require such executive officer to reimburse us for incentive compensation received by the executive officer to the extent such compensation is in excess of that which would have been paid to the executive officer had it been based on the financial statements as restated. Recoupment applies to payments made within three years of the date when the applicable restatement is disclosed.

Anti-Hedging Policy

Our NEOs are subject to Company policies that prohibit them from entering into hedging or monetization transactions involving the Company’s securities, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, exchange funds or otherwise.

Compensation Committee Report

We have reviewed and discussed with management the Compensation Discussion and Analysis. Based on our review and discussions, we recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement.

Peter M. Thomas, Chairman

Paul W. Whetsell

Veronica J. Wilson

John R. Bailey

Members, Compensation Committee

		19

COMPENSATION TABLES

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation earned for services performed for us, or our subsidiaries, during the fiscal years ended December 31, 2019, 2020 and 2021 by each of our NEOs.

Name and Principal Position		Year				Salary ($)(1)(2)				Bonus ($)				Stock Awards ($)(4)(5)				Option Awards ($)		Non-Equity Incentive Plan Compensation ($)(6)				All Other Compensation ($)(7)				Total ($)
William S. Boyd			2021				1,065,000				250,000(3)				2,748,152			—			1,977,492				59,112				6,099,756
Co-Executive Chair of the Board			2020				865,346				952,900				159,746			—			—				59,315				2,037,307
			2019				1,065,000				250,000				2,078,609			—			1,038,764				254,517				4,686,890
Keith Smith(8)			2021				1,450,000				—				8,940,265			—			4,307,776				42,741				14,740,782
President and Chief Executive Officer			2020				1,178,170				1,531,200				213,746			—			—				50,490				2,973,606
			2019				1,425,000				—				5,814,675			—			2,340,876				64,943				9,645,494
Josh Hirsberg			2021				700,000				—				2,693,396			—			1,299,760				25,479				4,718,635
Executive Vice President, Treasurer and Chief Financial Officer			2020				634,399				462,000				100,487			—			—				25,480				1,222,366
			2019				670,000				—				1,778,106			—			687,889				25,117				3,161,112
Stephen Thompson			2021				625,000				—				1,979,611			—			1,044,450				4,733				3,653,794
Executive Vice President, Operations			2020				566,428				371,250				90,000			—			—				4,733				1,032,411
			2019				600,000				—				1,313,072			—			554,418				4,658				2,472,148
Theodore Bogich			2021				625,000				—				1,979,611			—			1,044,450				4,733				3,653,794
Executive Vice President, Operations			2020				566,428				371,250				90,000			—			—				4,733				1,032,411
			2019				600,000				—				1,307,449			—			554,418				4,658				2,466,525

(1)	Includes amounts deferred to the extent of such individual’s participation in our 401(k) Profit Sharing Plan and Trust and our Deferred Compensation Plan.

(2)

Each NEO accepted a temporary salary reduction in 2020 in response to the financial impacts of the COVID-19 pandemic. The 2020 salary rates as originally approved by the Compensation Committee were as follows: Mr. Boyd ($1,065,000), Mr. Smith ($1,450,000); Mr. Hirsberg ($700,000); Mr. Thompson ($625,000), and Mr. Bogich ($625,000). Salary reported for 2021 reflects the return to pre-pandemic salary payment practices.

(3)	Reflects a special bonus in the amount of $250,000 approved by our Compensation Committee in recognition of the loss of a benefit that Mr. Boyd previously received under certain split-dollar life insurance arrangements that terminated in December 2003.

(4)

Reflects the grant date fair value as determined in accordance with ASC 718. The value is based on the fair market value of our common stock on the grant date, calculated as the closing price for our common stock. Assumptions used in the calculation of these amounts are included in Note 10 to our audited financial statements under the caption “Stockholders’ Equity and Stock Incentive Plans” included in our Annual Reports on Form 10-K filed with the SEC.

(5)

Includes Career RSUs, time-based RSUs and Performance Shares awarded as part of the regularly-scheduled 2021 annual grant as well as a special RSU grant in recognition of extraordinary leadership efforts displayed during the Pandemic. Each Performance Share represents a contingent right to receive up to a maximum of two shares of our common stock, subject to cliff vesting and satisfaction of certain performance metrics. Performance Share reported amounts assume performance metrics were achieved at target performance levels.

(6)	Reflects the short-term incentive payment approved by the Compensation Committee under the 2000 MIP.

		20

Grants of Plan-Based Awards

The following table sets forth information regarding each grant of an award made under our incentive plans to our NEOs during the fiscal year ended December 31, 2021.

Name		Award Type		Grant Date				Date of Compensation Committee Action(6)				Estimated Possible Payouts Under Non-Equity  Incentive Plan Awards												Estimated Future Payouts Under Equity Incentive  Plan Awards—Number of Shares or Units												All Other Stock Awards: Number of Shares of Stock or Units (#)				All Other Option Awards: Number of Securities Underlying Options (#)				Exercise or Base Price of Option Awards ($/Sh)				Grant Date Fair Value of Equity Awards ($)(7)
												Threshold ($)				Target ($)				Maximum ($)				Threshold (#)				Target (#)				Maximum (#)
William S. Boyd		Short-term incentive(1)			—				—				532,500				1,065,000				2,130,000				—				—				—				—				—				—				—
		Career RSUs(2)			01/04/21				12/07/06				—				—				—				—				—				—				3,793				—				—				159,761
		RSUs(3)			02/18/21				—				—				—				—				—				—				—				14,508				—				—				751,224
		RSUs(4)			02/18/21				—				—				—				—				—				—				—				20,000				—				—				1,035,600
		Performance Shares(5)			07/14/21				—				—				—				—				7,254				14,508				29,016				—				—				—				801,567
Keith E. Smith		Short-term incentive(1)			—				—				1,160,000				2,320,000				4,640,000				—				—				—				—				—				—				—
		Career RSUs(2)			01/02/21				12/07/06				—				—				—				—				—				—				5,075				—				—				213,759
		RSUs(3)			02/18/21				—				—				—				—				—				—				—				47,668				—				—				2,468,249
		RSUs(4)			02/18/21				—				—				—				—				—				—				—				70,000				—				—				3,624,600
		Performance Shares(5)			07/14/21				—				—				—				—				23,834				47,668				95,336				—				—				—				2,633,657
Josh Hirsberg		Short-term incentive(1)			—				—				350,000				700,000				1,400,000				—				—				—				—				—				—				—
		Career RSUs(2)			01/04/21				12/07/06				—				—				—				—				—				—				2,493				—				—				105,005
		RSUs(3)			02/18/21				—				—				—				—				—				—				—				14,508				—				—				751,224
		RSUs(4)			02/18/21				—				—				—				—				—				—				—				20,000				—				—				1,035,600
		Performance Shares(5)			07/14/21				—				—				—				—				7,254				14,508				29,016				—				—				—				801,567
Stephen Thompson		Short-term incentive(1)			—				—				281,500				562,500				1,125,000				—				—				—				—				—				—				—
		Career RSUs(2)			01/04/21				12/07/06				—				—				—				—				—				—				2,226				—				—				93,759
		RSUs(3)			02/18/21				—				—				—				—				—				—				—				10,363				—				—				536,596
		RSUs(4)			02/18/21				—				—				—				—				—				—				—				15,000				—				—				776,700
		Performance Shares(5)			07/14/21				—				—				—				—				5,181				10,363				20,726				—				—				—				572,555
Theodore Bogich		Short-term incentive(1)			—				—				281,500				562,500				1,125,000				—				—				—				—				—				—				—
		Career RSUs(2)			01/04/21				12/07/06				—				—				—				—				—				—				2,226				—				—				93,759
		RSUs(3)			02/18/21				—				—				—				—				—				—				—				10,363				—				—				536,596
		RSUs(4)			02/18/21				—				—				—				—				—				—				—				15,000				—				—				776,700
		Performance Shares(5)			07/14/21				—				—				—				—				5,181				10,363				20,726				—				—				—				572,555

(1)

Represents short-term cash bonus for fiscal year 2021 under the 2000 MIP. The award amount for the first half 2021 performance period is measured by Adjusted EBITDAR performance. The award amount for the second half 2021 performance period is measured by Adjusted EBITDAR performance and progress toward ESG initiatives, as approved by the Board. “Threshold” represents achieving a performance level that is 80% of the target operating budget amount; “Target” represents achieving 100% of the target operating budget amount; and “Maximum” represents achieving 120% or more of the of the target operating budget amount.

		22

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding unexercised stock options and unvested stock awards for each of our NEOs outstanding as of December 31, 2021.