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Pay vs Performance Disclosure
Unit_pure in Thousands

12 Months Ended

Dec. 31, 2023

USD ($)

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance

The following information provides detail on the relationship between executive compensation actually paid and certain financial performance metrics. For additional information on how the Company aligns executive compensation with Company performance, see “

Compensation Discussion and Analysis

”.



Pay Versus Performance

																		Value of $100 Initial Investment Based On:

Year		Summary Compensation Table Total for CEO ($)				Compensation Actually Paid to CEO ($)(1)				Average Summary Compensation Table Total for Non-CEO Named Executive Officers ($)(2)				Average Compensation Actually Paid to Non-CEO Named Executive Officers ($)(3)				Total Shareholder Return ($)(4)				Peer Group Total Shareholder Return ($)(5)				Net Income (Loss) (in thousands) ($)				Adjusted EBITDAR (in thousands) ($)

2023			11,410,646				14,804,618				3,318,748				4,115,019				213.58				75.96				620,023				1,394,791

2022			10,369,721				7,120,582				3,431,198				2,454,683				184.16				58.28				639,377				1,390,509

2021			14,740,782				25,387,421				4,531,494				7,532,905				219.00				78.17				463,846				1,365,985

2020			2,973,606				8,720,802				1,331,123				2,975,201				143.35				89.66				(134,700	)			609,894

(1)	Compensation actually paid to Mr. Smith for each of the fiscal years reported is calculated as follows:



		2023($)				2022($)				2021($)				2020($)

Total compensation reported in Summary Compensation Table			11,410,646				10,369,721				14,740,782				2,973,606

Less: Grant date fair value of equity awarded in current year(a)			6,666,287				6,430,512				8,940,265				213,746

Plus:

Fair value as of December 31 of awards granted during and outstanding at the end of the fiscal year			6,181,611				4,952,415				10,841,081				—

Change in fair value of outstanding awards granted in prior fiscal years(b)			1,307,514				(2,628,668	)			6,743,562				6,085,478

Vesting date fair value of equity awards granted and vested during the fiscal year			225,011				217,516				213,759				213,746

Change in fair value of awards granted in prior fiscal years and vested during the covered fiscal year(c)			2,346,123				640,110				1,788,502				(338,282	)

Earnings paid on unvested awards for dividends or other earnings			—				—				—				—

Less: Fair value as of December 31 of awards granted in prior fiscal years that did not meet vesting conditions			—				—				—				—

Compensation actually paid(d)			14,804,618				7,120,582				25,387,421				8,720,802

(a)

Includes time-based restricted shares and performance-based restricted shares, which do not vest during the fiscal year awarded, and career shares, which vest 100% when granted.

(b)

Change in fair value from December 31 of the covered fiscal year compared to December 31 of the prior fiscal year. Each performance share included as part of the calculation represents a contingent right to receive up to a maximum of two shares of common stock, subject to satisfaction of certain performance metrics. Amounts reported assume the performance metrics will be achieved at the target performance level, which is the most probable outcome as of the end of the fiscal year, unless otherwise noted. Interim values based on assumption of the most probable outcome may not ultimately reflect actual payouts.

(c)

Change in fair value from vesting date compared to December 31 of the prior fiscal year.

(d)

The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

(2)	Named Executive Officers included in the calculation for 2023 are Josh Hirsberg, Stephen Thompson, Theodore Bogich, Uri Clinton, and William S. Boyd, and for each of 2022, 2021 and 2020 are Messrs. Boyd, Hirsberg, Thompson, and Bogich.

(3)	Average compensation actually paid to non-CEO named executive officers (“NEOs”) reported on an average basis is calculated as follows:



		2023($)				2022($)				2021($)				2020($)

Total compensation reported in Summary Compensation Table			3,318,748				3,431,198				4,531,494				1,331,123

Less: Grant date fair value of equity awarded in current year (a)			1,724,816				1,751,000				2,350,193				110,058

Plus:

Fair value as of December 31 of awards granted during and outstanding at the end of the fiscal year			1,584,293				1,331,398				2,826,067				42,043

Change in fair value of outstanding awards granted in prior fiscal years (b)			362,981				(810,433	)			2,023,149				1,676,692

Vesting date fair value of equity awards granted and vested during the fiscal year			86,706				94,075				94,086				91,872

Change in fair value of awards granted in prior fiscal years and vested during the covered fiscal year (c)			487,278				159,445				408,302				(56,471	)

Earnings paid on unvested awards for dividends or other earnings			—				—				—				—

Less: Fair value as of December 31 of awards granted in prior fiscal years that did not meet vesting conditions			—				—				—				—

Compensation actually paid (d)			4,115,019				2,454,683				7,532,905				2,975,201

(a)

Includes time-based restricted shares and performance-based restricted shares, which do not vest during the fiscal year awarded, and career shares. As of December 31, 2023, Messrs. Thompson and Boyd were fully vested in each of their respective career shares, Messrs. Hirsberg and Bogich were 75% vested, and Mr. Clinton was entirely unvested in his career shares. See “

Compensation Discussion and Analysis—Career Shares Program

.”

(b)

Change in fair value from December 31 of the covered fiscal year compared to December 31 of the prior fiscal year. Each performance share included as part of the calculation represents a contingent right to receive up to a maximum of two shares of common stock, subject to satisfaction of certain performance metrics. Amounts reported assume the performance metrics will be achieved at the target performance level, which is the most probable outcome as of the end of the fiscal year, unless otherwise noted. Interim values based on assumption of the most probable outcome may not ultimately reflect actual payouts.

(c)

Change in fair value from vesting date compared to December 31 of the prior fiscal year.

(d)

The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

(4)	Assumes $100 was invested on December 31, 2019.

(5)	Represents the cumulative total return of the Dow Jones U.S. Gambling Index and assumes $100 was invested on December 31, 2019.

Company Selected Measure Name

Adjusted EBITDAR

Named Executive Officers, Footnote

Named Executive Officers included in the calculation for 2023 are Josh Hirsberg, Stephen Thompson, Theodore Bogich, Uri Clinton, and William S. Boyd, and for each of 2022, 2021 and 2020 are Messrs. Boyd, Hirsberg, Thompson, and Bogich.

Peer Group Issuers, Footnote

Represents the cumulative total return of the Dow Jones U.S. Gambling Index and assumes $100 was invested on December 31, 2019.

PEO Total Compensation Amount

$ 11,410,646

$ 10,369,721

$ 14,740,782

$ 2,973,606

PEO Actually Paid Compensation Amount

$ 14,804,618

7,120,582

25,387,421

8,720,802

Adjustment To PEO Compensation, Footnote



		2023($)				2022($)				2021($)				2020($)

Total compensation reported in Summary Compensation Table			11,410,646				10,369,721				14,740,782				2,973,606

Less: Grant date fair value of equity awarded in current year(a)			6,666,287				6,430,512				8,940,265				213,746

Plus:

Fair value as of December 31 of awards granted during and outstanding at the end of the fiscal year			6,181,611				4,952,415				10,841,081				—

Change in fair value of outstanding awards granted in prior fiscal years(b)			1,307,514				(2,628,668	)			6,743,562				6,085,478

Vesting date fair value of equity awards granted and vested during the fiscal year			225,011				217,516				213,759				213,746

Change in fair value of awards granted in prior fiscal years and vested during the covered fiscal year(c)			2,346,123				640,110				1,788,502				(338,282	)

Earnings paid on unvested awards for dividends or other earnings			—				—				—				—

Less: Fair value as of December 31 of awards granted in prior fiscal years that did not meet vesting conditions			—				—				—				—

Compensation actually paid(d)			14,804,618				7,120,582				25,387,421				8,720,802

(a)

Includes time-based restricted shares and performance-based restricted shares, which do not vest during the fiscal year awarded, and career shares, which vest 100% when granted.

(b)

Change in fair value from December 31 of the covered fiscal year compared to December 31 of the prior fiscal year. Each performance share included as part of the calculation represents a contingent right to receive up to a maximum of two shares of common stock, subject to satisfaction of certain performance metrics. Amounts reported assume the performance metrics will be achieved at the target performance level, which is the most probable outcome as of the end of the fiscal year, unless otherwise noted. Interim values based on assumption of the most probable outcome may not ultimately reflect actual payouts.

(c)

Change in fair value from vesting date compared to December 31 of the prior fiscal year.

(d)

The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

Non-PEO NEO Average Total Compensation Amount

$ 3,318,748

3,431,198

4,531,494

1,331,123

Non-PEO NEO Average Compensation Actually Paid Amount

$ 4,115,019

2,454,683

7,532,905

2,975,201

Adjustment to Non-PEO NEO Compensation Footnote



		2023($)				2022($)				2021($)				2020($)

Total compensation reported in Summary Compensation Table			3,318,748				3,431,198				4,531,494				1,331,123

Less: Grant date fair value of equity awarded in current year (a)			1,724,816				1,751,000				2,350,193				110,058

Plus:

Fair value as of December 31 of awards granted during and outstanding at the end of the fiscal year			1,584,293				1,331,398				2,826,067				42,043

Change in fair value of outstanding awards granted in prior fiscal years (b)			362,981				(810,433	)			2,023,149				1,676,692

Vesting date fair value of equity awards granted and vested during the fiscal year			86,706				94,075				94,086				91,872

Change in fair value of awards granted in prior fiscal years and vested during the covered fiscal year (c)			487,278				159,445				408,302				(56,471	)

Earnings paid on unvested awards for dividends or other earnings			—				—				—				—

Less: Fair value as of December 31 of awards granted in prior fiscal years that did not meet vesting conditions			—				—				—				—

Compensation actually paid (d)			4,115,019				2,454,683				7,532,905				2,975,201

(a)

Includes time-based restricted shares and performance-based restricted shares, which do not vest during the fiscal year awarded, and career shares. As of December 31, 2023, Messrs. Thompson and Boyd were fully vested in each of their respective career shares, Messrs. Hirsberg and Bogich were 75% vested, and Mr. Clinton was entirely unvested in his career shares. See “

Compensation Discussion and Analysis—Career Shares Program

.”

(b)

Change in fair value from December 31 of the covered fiscal year compared to December 31 of the prior fiscal year. Each performance share included as part of the calculation represents a contingent right to receive up to a maximum of two shares of common stock, subject to satisfaction of certain performance metrics. Amounts reported assume the performance metrics will be achieved at the target performance level, which is the most probable outcome as of the end of the fiscal year, unless otherwise noted. Interim values based on assumption of the most probable outcome may not ultimately reflect actual payouts.

(c)

Change in fair value from vesting date compared to December 31 of the prior fiscal year.

(d)

The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid and Cumulative Total Shareholder Return (“TSR”)

As described in “

Compensation Discussion and Analysis

”, equity awards comprise approximately 58% of our CEO’s compensation awarded during the fiscal year. These awards consist of performance-based restricted shares, time-based restricted shares, and career shares. Generally, time-based restricted shares and performance-based restricted shares do not vest during the year awarded. Subject to certain exceptions as noted above, the degree to which career shares may be distributed at retirement depends on the satisfaction of certain age and service criteria. The following graph demonstrates the relationship between compensation actually paid and cumulative TSR considering the Company’s emphasis on long-term equity awards.

Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Net Income

The following table demonstrates the relationship between compensation actually paid and net income, which is not a performance metric used in our overall compensation program but is related to Adjusted EBITDAR, which is included in our compensation program. See “

—

Compensation Actually Paid and Adjusted EBITDAR

”.

Compensation Actually Paid vs. Company Selected Measure

Compensation Actually Paid and Adjusted EBITDAR

We believe Adjusted EBITDAR is the most important indicator of our financial performance, which is indicated by the relative significance it bears in achievement of short- and long-term incentives. See “

—

Compensation Discussion and Analysis

”. The graph below demonstrates the relationship between compensation actually paid and Adjusted EBITDAR.

Tabular List, Table

Financial Performance Measures

We structure our pay principles to balance achievement of short- and long-term goals with a focus on Company performance, as described in “

Compensation Discussion and Analysis

”. We view the following financial performance measures as the most important financial performance measures in determining compensation actually paid to our CEO and other NEOs for the most recently completed fiscal year:

•

Adjusted EBITDAR;

•

Adjusted EBITDAR Growth; and

•

Net Revenue Growth.

Total Shareholder Return Amount

$ 213.58

184.16

219

143.35

Peer Group Total Shareholder Return Amount

75.96

58.28

78.17

89.66

Net Income (Loss)

$ 620,023,000

$ 639,377,000

$ 463,846,000

$ (134,700,000)

Company Selected Measure Amount

1,394,791

1,390,509

1,365,985

609,894

Mr. Smith

Pay vs Performance Disclosure

Adjusted EBITDAR

Pay vs Performance Disclosure

Adjusted EBITDAR Growth

Pay vs Performance Disclosure

Net Revenue Growth

PEO | Grant date fair value of equity awarded in current year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 6,666,287

$ 6,430,512

$ 8,940,265

$ 213,746

PEO | Fair value as of December 31 of awards granted during and outstanding at the end of the fiscal year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

6,181,611

4,952,415

10,841,081

0

PEO | Change in fair value of outstanding awards granted in prior fiscal years [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

1,307,514

(2,628,668)

6,743,562

6,085,478

PEO | Vesting date fair value of equity awards granted and vested during the fiscal year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

225,011

217,516

213,759

213,746

PEO | Change in fair value of awards granted in prior fiscal years and vested during the covered fiscal year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

2,346,123

640,110

1,788,502

(338,282)

PEO | Earnings paid on unvested awards for dividends or other earnings [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

0

PEO | Fair value as of December 31 of awards granted in prior fiscal years that did not meet vesting conditions [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

0

Non-PEO NEO | Grant date fair value of equity awarded in current year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

1,724,816

1,751,000

2,350,193

110,058

Non-PEO NEO | Fair value as of December 31 of awards granted during and outstanding at the end of the fiscal year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

1,584,293

1,331,398

2,826,067

42,043

Non-PEO NEO | Change in fair value of outstanding awards granted in prior fiscal years [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

362,981

(810,433)

2,023,149

1,676,692

Non-PEO NEO | Vesting date fair value of equity awards granted and vested during the fiscal year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

86,706

94,075

94,086

91,872

Non-PEO NEO | Change in fair value of awards granted in prior fiscal years and vested during the covered fiscal year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

487,278

159,445

408,302

(56,471)

Non-PEO NEO | Earnings paid on unvested awards for dividends or other earnings [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

0

Non-PEO NEO | Fair value as of December 31 of awards granted in prior fiscal years that did not meet vesting conditions [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 0

$ 0

$ 0

$ 0