BYD Boyd Gaming Corp

Election of eight members to our board of directors to serve until the next annual meeting of stockholders or until their respective successors have been duly elected and qualified.

Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

Advisory vote on executive compensation.

Stockholder proposal regarding the commissioning of a report on the effects of a company-wide non-smoking policy.

Such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

By Order of the Board of Directors,

Marianne Boyd Johnson

Executive Chairman

Las Vegas, Nevada

March 21, 2025+

MEETING INFORMATION

•   Date and Time:

•   Location:

•   Record Date:

•   Proxy Mailing Date:

By phone:

Call the telephone number on your proxy card

By mail:

Sign, date and return the proxy card if you elected to receive one

At the meeting: Vote during the annual meeting when the polls are

open

Proposal 1

FOR

Proposal 2

FOR

Proposal 3

FOR

Proposal 4

AGAINST

“we”, “us”, the “Company” and “Boyd Gaming” mean Boyd Gaming Corporation, a Nevada corporation, unless otherwise indicated; and

“Annual Meeting” means our 2025 Annual Meeting of Stockholders to be held on May 8, 2025 at 1:00 p.m. PDT, and any adjournment or postponement thereof. Stockholders may only attend the Annual Meeting virtually. Please visit http://www.virtualshareholdermeeting.com/BYD2025.

  Unclassified Board and annual election of directors

  Presiding director

  All Committee members are independent

  Separation of Chairman and Chief Executive Officer (“CEO”) roles

  All independent members receive full Board and management support in proposing agenda items

  Board and Committees conduct annual self-evaluations

  Director resignation policy in uncontested elections

  All Audit Committee members are “audit committee financial experts”

  Stock ownership guidelines for directors and executive officers

  Limit on the number of public company boards on which our directors may serve

  No poison pill

  Anti-hedging policy

  Clawback policy to recapture executive incentive payments

Full Board

Our Board is responsible for company-wide risk oversight, with our senior management bearing primary responsibility for managing these risks. The Board has separated the positions of Executive Chairman and CEO because it believes that the separation of the positions best enables the Board to ensure that our businesses, risks, opportunities and affairs are managed effectively and in the best interests of our stockholders.

The Board’s oversight functions are primarily coordinated through our Board committees. Each of the Audit Committee, the Compensation Committee, and the GovNom 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 regularly regarding their respective areas of risk oversight responsibilities.

Gaming and Regulatory Risk Management

CSR Risk Management

We take pride in being a responsible member of the gaming industry. Our Corporate Compliance Committee oversees our Company’s gaming and regulatory compliance programs, which include gaming operations, government regulations applicable to gaming, and financial crime prevention such as anti-money laundering compliance and procedures. To ensure proper visibility and transparency, the Corporate Compliance Committee is chaired by a member of our Board who provides reports of each meeting to the GovNom Committee.

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 GovNom Committee is responsible for overseeing the Company’s strategies related to sustainability, inclusion and stewardship (collectively, our “CSR Initiatives”), with clear communication to the other Board committees and the full Board on these topics. The Committee actively engages with management regarding execution of our Corporate Social Responsibility (“CSR”) Initiatives and proper public disclosure on these topics.

Cybersecurity Risk Management

Led by a dedicated Information Security team, we operate 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. We regularly assess the efficacy of our program through externally-led technical simulations and assessments, including executive tabletop exercises. The results of these efforts are shared with the Board.

Supporting these efforts, 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 Security Officer (“CISO”) and Senior Vice President of Legal Operations and Compliance provide day-to-day oversight of our data privacy and cybersecurity programs. These positions work in coordination with one another as well as with other members of management, including our CEO, Chief Financial Officer (“CFO”), General Counsel, and Chief Technology Officer and report directly to the CFO and to the General Counsel, respectively. Our CISO provides the full Board regular 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.

Marianne Boyd Johnson

Executive Chairman

Director Since: 1990

Age: 66

Other Public Company
Boards: Western Alliance Bancorporation

EXPERIENCE:

Since 2023, Ms. Johnson has served as Executive Chairman of the Board of Directors and has served as a Director of the Company since 1990. Ms. Johnson previously served as Co-Executive Chair of the Board since 2021 and Vice Chairman since 2001. Ms. Johnson also served as an Executive Vice President of the Company from 2008 to May 2023, which followed more than 10 years of service with the senior management team and 15 years of service in various operational positions within the Company.

Ms. Johnson has served on the board of directors of Western Alliance Bancorporation since 1995, where she also serves as a member of the compensation committee and governance committee. Ms. Johnson is the daughter of William S. Boyd, our Chair Emeritus, and is the sister of William R. Boyd.

Ms. Johnson brings considerable public company experience in two highly regulated industries—gaming and banking.

Keith Smith

President, CEO and Director

Director Since: 2005

Age: 64

Other Public Company

Boards: SkyWest, Inc.

EXPERIENCE:

As President and CEO of Boyd Gaming Corporation, Keith Smith leads one of the largest and most respected casino entertainment companies in the United States.

An industry veteran with more than 35 years of gaming experience, Mr. Smith first joined Boyd Gaming Corporation in 1990. He was promoted to Executive Vice President of Operations in 1998, Chief Operating Officer in 2001, and President in 2005. In January 2008, Mr. Smith was named CEO of Boyd Gaming. Mr. Smith has also been a member of the Company’s Board of Directors since April 2005.

Mr. Smith currently serves on the board of directors of regional airline operator SkyWest, Inc. where he serves as Chairman of both the Audit Committee and Nominating and Governance Committee. He previously served as chairman of the Los Angeles branch of the Federal Reserve Bank of San Francisco, chairman of the American Gaming Association, chairman of the Nevada Resort Association, and vice chairman of the Las Vegas Convention and Visitors Authority.

Mr. Smith brings a meaningful depth of experience and perspective from over 35 years in the gaming industry, including with respect to strategic operations, management, and financial matters along with his service on industry, financial and other public company boards.

William R. Boyd

Director

Director Since: 1992

Age: 65

Other Public Company

Boards: None

EXPERIENCE:

Mr. Boyd has served as a Director since September 1992 and served as Vice President of the Company from December 1990 through September 2024. He also served as chair of the Company’s corporate compliance committee. Mr. Boyd also held various administrative and operations positions within the Company from 1978 through December 1990. Mr. Boyd serves on the board of directors of the Better Business Bureau of Southern Nevada.

Mr. Boyd has served over 40 years in the gaming industry, and his contributions while serving as chair of the Company’s compliance committee have provided valuable perspective to both management and the Board regarding compliance matters across the Company.

John Bailey

Director

Director Since: 2015

Age: 64

Other Public Company Boards: None

EXPERIENCE:

Mr. Bailey is managing partner of Bailey Kennedy, a Las Vegas law firm which he founded in 2001. Mr. Bailey has 40 years of legal experience, with a particular focus on business practices, commercial corporate litigation, healthcare law and gaming law. Mr. Bailey has served in board positions with a wide range of regulatory and community organizations over the last 15 years, including as Chair of the Nevada State Athletic Commission, Chair of the Nevada State Bar Moral Character and Fitness Committee, Chair of the Governing Board of the Andre Agassi College Preparatory Academy, Member of the Southern Nevada District Court Review Commission, Director of the Council for a Better Nevada, the Las Vegas Global Economic Alliance, the Public Education Foundation, the Smith Center for the Performing Arts, and the Nevada Health & Bioscience Asset Corporation. He previously served on the board of directors of SHFL Entertainment, Inc., at the time a publicly traded company.

Mr. Bailey introduces perspectives and best practices based on his 40 years in the practice of law, including his past service on regulatory boards and his prior service within the gaming industry on the board of directors of a publicly traded company.

Michael

Hartmeier

Director

Director Since: 2024

Age: 62

Other Public Company Boards: DiamondRock Hospitality

EXPERIENCE:

Mr. Hartmeier is the former Group Head of Lodging, Gaming and Leisure Investment Banking at Barclays and also sits on the Board of Directors of DiamondRock Hospitality. Mr. Hartmeier previously served on the Board of Directors of Full House Resorts, Inc., a regional casino operator. His other prior roles include group head positions in hospitality and gaming for Lehman Brothers and Credit Suisse First Boston. Mr. Hartmeier has completed over $125 billion in financing and advisory assignments during his 25 years as an investment banker. Mr. Hartmeier received his Master of Business Administration from Harvard Business School and a B.A. in Economics-Business from the University of California Los Angeles (“UCLA”). While at UCLA, he was awarded the Pacific-10 Conference Medal. He is currently licensed as a Certified Public Accountant (inactive) and began his career as an auditor at Price Waterhouse.

Mr. Hartmeier provides valuable insight with respect to strategy and capital markets, particularly within the gaming and banking industries.

Christine

Spadafor

Director

Director Since: 2009

Age: 69

Other Public Company

Boards: None

EXPERIENCE:

Ms. Spadafor is the Chief Executive Officer of SpadaforClay Group, Inc., a management consulting firm. Ms. Spadafor also has experience as a corporate, university, private equity, venture capital, and non-profit board director and has served as advisor to Fortune 100 C-suite executives. Prior to establishing her own firm, she was a partner at three global management consulting firms, including the Boston Consulting Group. Ms. Spadafor is a commentator on BBC World Service’s “Business Matters” global radio broadcast and podcast, a lecturer in the Visiting Executive Program at Tuck School of Business at Dartmouth and a lecturer at Harvard Medical School and other graduate programs. She is a speaker/keynote at seminars, meetings and podcasts addressing agile leadership and board governance, including the US Chamber of Commerce, and is a contributor to Forbes, Fortune, Inc., and other business journals. The American Bar Association/Direct Women recognized her as one of the nation’s top 20 female attorneys with business expertise to serve on corporate boards.

Ms. Spadafor contributes broad business and management experiences to our Board and brings a sound foundation for understanding and applying strategic approaches to operational issues, both domestically and internationally. Her education and broad expertise in public health and human capital management, as well as in corporate social responsibility matters further enhances the Company’s approach to such issues, from both a strategic and an operational perspective.

A. Randall

Thoman

Director

Director Since: 2019

Age: 73

Other Public Company

Boards: Southwest Gas Holdings, Inc.

EXPERIENCE:

Mr. Thoman is the principal of Thoman International, LLC, a business advisory and consulting firm, which he formed in 2009. Prior to his current responsibilities, Mr. Thoman held several positions at Deloitte & Touche LLP (“Deloitte”) during a more than 30-year career with the firm, including serving as a partner from 1991 until his retirement in 2009. For more than 15 years, Mr. Thoman served as the primary technical partner in Deloitte’s Las Vegas office, having responsibility for the technical interpretation and application of accounting principles and audit standards and the review of all reporting issues and financial statements for Nevada-based clients registered with the Securities and Exchange Commission (“SEC”). Currently, he is on the board of Southwest Gas Holdings and serves as the audit committee chairman. He previously served on the board of directors of SLS Las Vegas and SHFL entertainment, Inc.

Mr. Thoman has extensive experience and expertise in audit and financial accounting, including more than 30 years as a Certified Public Accountant in addition to his extensive experience regarding technical accounting matters and management. Mr. Thoman also provides perspective via his other public company directorships and his experience in the gaming industry.

Paul Whetsell

Director

Director Since: 2015

Age: 74

Other Public Company Boards: Hilton Grand Vacations, Inc.

EXPERIENCE:

Mr. Whetsell previously served as Vice Chairman of Loews Hotels Holding Corporation and as President and Chief Executive Officer from January 2012 until 2015. Mr. Whetsell has served as President and Chief Executive Officer of Capstar Hotel Company since 2006. Currently, Mr. Whetsell is on the board of Hilton Grand Vacations, Inc. and serves as the Chair of the compensation committee. Mr. Whetsell is on the board of Vistry Group in the United Kingdom and serves as chair of its remuneration committee. Mr. Whetsell served on the board of NVR, Inc., a publicly traded company, from 2007 until his retirement from that board in 2018. Mr. Whetsell was a member of the American Hotel & Lodging Association’s Industry Real Estate and Financing Advisory Council and previously served on the Board of Governors of the National Association of Real Estate Investment Trusts (NAREIT).

Mr. Whetsell provides significant operational and strategic expertise from his more than 35 years of senior management responsibilities in the hospitality industry, his active involvement in lodging and hospitality associations, and his service on other public company boards.

Gaming / Hospitality Industry Experience

Public Company Directorship/CEO

Strategy / M&A / Development

Finance / Capital Markets

Leadership

Gender

Race/Ethnicity

Includes all independent and non-independent members running for re-election. “P” represents primary or core experience, “NP” represents not a primary or core experience.

Audit Committee

Meetings in Fiscal 2024: 12

Members:

A. Randall Thoman, Chair*

Michael Hartmeier*

Christine Spadafor*

Peter Thomas*+

* Audit Committee Financial Expert as defined in applicable SEC rules.

Primary responsiblities:

»  supervising our financial controls;

»  appointing our independent registered public accounting firm;

»  managing our financial statement and disclosure processes;

»  meeting with our officers regarding our financial controls; and

»  acting on recommendations of our auditors and taking such further actions as the Audit Committee deems necessary to complete an audit of our books and accounts.

Corporate Governance and Nominating Committee

Meetings in Fiscal 2024: 6

Members:

Christine Spadafor, Chair

John Bailey

Paul Whetsell

Peter Thomas+

Primary responsibilities:

»  assisting our Board in identifying qualified individuals to join our Board;

»  recommending the composition and compensation of Board and Committee members;

»  conducting annual reviews of each director’s independence and making recommendations to the Board based on its findings;

»  recommending director nominees for election;

»  establishing and monitoring a process of assessing our Board’s effectiveness;

»  developing and recommending to the Board and implementing a set of corporate governance principles and procedures applicable to the Company; and

»  overseeing the Company’s CSR Initiatives.

Compensation Committee

Meetings in Fiscal 2024: 3

Members:

Peter Thomas, Chair+

John Bailey

Paul Whetsell

Primary responsibilities:

»  overseeing all compensation policies for employees;

»  making recommendations to the Board regarding compensation matters;

»  determining CEO compensation;

»  providing oversight of our compensation philosophy as described under “Compensation Discussion and Analysis”; and

»  administering the Company’s stock plans and determining the terms and conditions of issuances thereunder.

In accordance with the retirement policy under our Corporate Governance Guidelines, Peter Thomas will not stand for re-election, and his Board service will end at the conclusion of the Annual Meeting.

Board

-  Member: $105,000

-  Presiding Director: additional $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

Name(1)

Peter Thomas

Christine Spadafor

A. Randall Thoman

John Bailey

Paul Whetsell

Michael Hartmeier(4)

William R. Boyd(5)

Neither Mr. Smith nor Ms. Johnson receive compensation for serving as a member of the Board. Mr. Smith was compensated for his service as an executive officer; Ms. Johnson is compensated for her service as Executive Chairman; and Mr. Boyd was compensated for his service as an executive officer until his retirement on September 30, 2024. For more information, see “Compensation Discussion and Analysis” and “Transactions with Related Persons.”

Includes amounts deferred under our Deferred Compensation Plan to the extent of such individual’s participation. The plan permits a participating director to defer up to 100% of fees that are paid in cash.

Reflects the grant date fair value of awards made pursuant to our 2020 Stock Incentive Plan (“Stock Incentive Plan”), as determined in accordance with Accounting Standards Codification (“ASC”) 718. The grant date fair value for awards is measured based on the fair market value of our common stock on the date of grant, calculated as the closing price for our common stock. Assumptions used in the calculation of these amounts are included in Note 11, “Stockholders’ Equity and Stock Incentive Plans,” to our audited financial statements for the fiscal year ended December 31, 2024 included in our Annual Report on Form 10-K filed with the SEC on February 21, 2025.

Represents payment for partial year service in light of Mr. Hartmeier’s appointment to the Board on June 4, 2024.

Represents payment for partial year service as a non-executive director. Mr. Boyd retired as an executive officer of the Company on September 30, 2024.

Keith Smith, President and Chief Executive Officer;

Josh Hirsberg, Chief Financial Officer and Treasurer;

Stephen Thompson, Chief Administrative Officer;

Theodore Bogich, Chief Operating Officer; and

Uri Clinton, General Counsel and Corporate Secretary.

Total executive compensation is targeted at the 50th percentile of our peer group

Short-term incentive compensation is performance-based

Long-term compensation is 100% equity-denominated

Executives are subject to stock ownership guidelines

No employment agreements

Metric

Adjusted EBITDAR after Corporate Expense¹*

75

%

$

1,087,200

**

$

1,359,000

$

1,630,800**

CSR***

10

%

—

—

—  

Discretionary

15

%

—

—

—  

Adjusted EBITDAR is a non-GAAP financial measure. For supplemental financial data and corresponding reconciliation of Adjusted EBITDAR to the most comparable GAAP measure, please see Note 14 to our financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Amount also excludes a $24,600,000 settlement expense related to termination of a commercial transaction.

In thousands

Threshold performance (80% of target) would have resulted in a payout of 50% of an executive’s target, and maximum performance (120% of target) would have resulted in a payout of 200% of an executive’s target.

Level of achievement of the CSR metric was based on performance relative to goals for diversity spend rate (12.5%), waste diversion rate (58%), and maintaining specified published CSR ratings.

Executive

Target

Time-Based RSUs

($)(1)

Target

Performance Shares

($)

Career

Shares
($)(2)

Keith Smith

3,229,276

3,229,276

232,497

Josh Hirsberg

1,117,829

1,117,829

127,512

Stephen Thompson

869,408

869,408

109,516

Theodore Bogich

869,408

869,408

109,516

Uri Clinton

695,565

695,565

89,986

Time-based RSU grants generally vest over a three-year period.

Our Career Shares Program provides for the grant of RSUs (“Career Shares” or “Career RSUs”) under our Stock Incentive Plan. Each Career Share entitles a holder to one share of common stock upon vesting. To receive payout, grantees must be at least 55 years of age and must have been continually employed by us for a minimum of ten years. Retirement after ten years of service will entitle a grantee to 50% of his Career Shares. The amount increases to 75% after 15 years and 100% following 20 years of employment. Each NEO received an annual grant of Career Shares equal to 15% of his base salary in 2024. As of December 31, 2024, Messrs. Smith, Thompson, and Bogich were 100% vested in each of their respective Career Shares, Mr. Hirsberg was 75% vested, and Mr. Clinton was entirely unvested. The Career Shares may be converted to common stock only at separation of service from the Company and are subject to vesting as outlined in “Grants of Plan-Based Awards”.

Multiple of

Base Salary

Executive Chairman

5x

Chief Executive Officer

5x

Chief Financial Officer, Chief Operating Officer, Chief Administrative Officer, and General Counsel

3x

Name and Principal Position

Keith Smith

President and CEO

Josh Hirsberg

CFO and Treasurer

Stephen Thompson

Chief Administrative Officer

Theodore Bogich

Chief Operating Officer

Uri Clinton

General Counsel and Corporate Secretary

Includes amounts deferred to the extent of such individual’s participation in our 401(k) Profit Sharing Plan and Trust and for 2022 and 2023, under our Deferred Compensation Plan.

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 11 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.

Includes Career RSUs, time-based RSUs and Performance Shares awarded as part of the regularly scheduled annual grant. 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. If the maximum level of performance were achieved, each NEO would earn 200% of the target number of Performance Shares awarded. Based on the closing price of the Company’s common stock on the February 28, 2024 grant date ($63.96), the maximum value of Performance Shares awarded to each NEO is as follows: Mr. Smith — $6,458,553; Mr. Hirsberg — $2,235,658; Mr. Thompson — $1,738,817; Mr. Bogich — $1,738,817; and Mr. Clinton — $1,391,130.

Reflects the short-term incentive payment approved by the Compensation Committee under the 2000 Executive Management Incentive Plan (“2000 MIP”).

Includes the following perquisites and personal benefits:

Name

Keith Smith

$

5,175

$

602

$

8,049

$

17,983

Josh Hirsberg

5,175

602

8,505

—

Stephen Thompson

5,175

458

1,425

—

Theodore Bogich

5,175

458

—

—

Uri Clinton

5,175

458

1,425

—

Represents Company-sponsored health care plan reimbursements.

Represents the aggregate incremental cost to the Company for use of our corporate aircraft by Mr. Smith.

Award

Type

All

Other
Stock
Awards:
Number
of
Shares of
Stock or
Units

(#)

Grant
Date
Fair
Value

of
Equity
Awards
($)(5)(6)

Keith Smith

Short-term
incentive(1)

Career RSUs(2)

RSUs(3)

Performance Shares(4)

Josh Hirsberg

Short-term
incentive(1)

Career RSUs(2)

01/02/24

12/07/06

—

—

—

—

—

—

1,998

—

—

127,512

RSUs(3)

Performance Shares(4)

Stephen Thompson

Short-term
incentive(1)

Career RSUs(2)

RSUs(3)

Performance Shares(4)

Theodore Bogich

Short-term
incentive(1)

Career RSUs(2)

RSUs(3)

Performance Shares(4)

Uri Clinton

Short-term
incentive(1)

Career RSUs(2)

RSUs(3)

Performance Shares(4)

Represents short-term incentive bonus for fiscal year 2024 under the 2000 MIP. Actual award amount is measured by Adjusted EBITDAR after corporate expense and achievement of CSR initiatives and includes a discretionary component as approved by the Board. “Threshold” represents achieving a performance level that is 80% of the target amount; “Target” represents achieving 100% of the target amount; and “Maximum” represents achieving 120% or more of the target amount.

Represents Career RSUs granted pursuant to our Career Shares Program under our Stock Incentive Plan. Each Career RSU represents a contingent right to receive one share of our common stock at the time of retirement based on the grantee’s attained age and years of continuous service at the time of retirement. To receive any payout under the Career Shares Program, grantees must be at least 55 years of age and must have been continually employed by us for a minimum of ten years. Retirement after ten years of service will entitle a grantee to 50% of his Career RSUs. The amount increases to 75% after 15 years and 100% following 20 years of employment. In the event of a grantee’s death or permanent disability, or following a change in control of the Company, the grantee will be deemed to have attained age 55, and the Career RSUs will immediately vest and convert into shares of our common stock based on the grantee’s years of continuous service through the date of the qualifying event.

Represents time-based RSUs granted under our Stock Incentive Plan. RSUs are subject to vesting tied to continued service through the applicable vesting date (except as otherwise provided in the applicable award).

Each Performance Share represents a contingent right to receive up to a maximum of two shares of our common stock, subject to satisfaction of certain performance metrics. The Performance Shares are subject to forfeiture and other terms and conditions contained in the award agreement and our Stock Incentive Plan.

Career RSUs are based on the base salary of the participant in effect on December 31 of the immediately preceding year and the closing stock price of our common stock on January 2 or, if January 2 is not a business day, then the next business day.

Represents the aggregate grant date fair value of the 2024 awards, determined in accordance with ASC 718. Amounts reported for Performance Shares assume that the performance metrics were achieved at the target performance level.

Name

Number of
Shares, Units or
Other Rights
That Have Not
Vested

(#)

Market or
Payout Value
of Shares,
Units or Other
Rights That

Have
Not Vested
($)(1)

Equity

Incentive
Plan Awards:
Number of
Shares,

Units or
Other Rights
That Have Not
Vested

(#)

Equity
Incentive
Plan Awards:
Market or
Payout Value
of Shares,
Units or Other

Rights That

Have

Not Vested

($)(1)

Keith Smith

—

—

—

—

50,489

(2)

3,662,472

50,489

(4)

3,662,472

—

—

—

—

49,366

(3)

3,581,009

49,366

(5)

3,581,009

—

—

—

—

—

—

45,410

(6)

3,294,041

Josh Hirsberg

—

—

—

—

17,477

(2)

1,267,782