DEF 14A of DraftKings Inc., Mar 26, 2025

DEF 14A of DraftKings Inc.

Filed Mar 26, 2025 · FY20240001104659-25-028279

Open on EDGAR

  1. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF DIRECTORS Our shareholders will elect a board of ten directors at the Annual Meeting. Each of the directors is expected to hold office until the next annual meeting of our shareholders, or until his or her respective successor shall be duly elected and qualified. The affirmative vote of a plurality of the voting power represented at the Annual Meeting and entitled to vote on directors is necessary to elect a director. This means that the ten nominees who receive the most votes will be elected to the ten open directorships, even if they get less than a majority of the votes cast. Each nominee has consented to his or her nomination and has advised us that he or she intends to serve if elected. If at the time of the Annual Meeting one or more of the nominees have become unable to serve: (i) shares represented by proxies will be voted for the remaining nominees and for any substitute nominee or nominees; or (ii) the Board of Directors may, in accordance with our Bylaws, reduce the size of the Board of Directors or may leave a vacancy until a nominee is identified. The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes, or skills for each nominee.

  2. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    | Name | Position | Age | | Jason D. Robins | Chief Executive Officer and Chairman of the Board | 44 | | Harry Evans Sloan | Vice Chairman of the Board | 75 | | Matthew Kalish | President, DraftKings North America and Director | 43 | | Paul Liberman | President, Global Technology and Product and Director | 41 | | Woodrow H. Levin | Director | 46 | | Jocelyn Moore | Director | 48 | | Ryan R. Moore | Director | 51 | | Valerie Mosley | Director | 65 | | Steven J. Murray | Director | 56 | | Marni M. Walden | Director | 58 |

  3. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    Jason D. Robins is our Chief Executive Officer and Chairman of the Board. Mr. Robins co-founded the Company in December 2011 and served as its Chief Executive Officer from its inception, and has served as our Chief Executive Officer and Chairman of the Board since April 2020. Mr. Robins oversees the Company’s strategy and operations, while also driving financings and strategic initiatives. He has built a reputation for expanding DraftKings’ reach across numerous platforms through wide-ranging, forward-thinking strategic relationships. Mr. Robins has led efforts at DraftKings to work with policy makers and regulators to pass fantasy sports, sports betting and iGaming legislation. Mr. Robins also serves on the board of directors of Extend, Inc. (“Extend”), which is currently engaged in the business of providing extended warranty service contracts for consumer products. Mr. Robins also served on the board of directors of FirstMark Horizon Acquisition Corp., which was a special-purpose acquisition company formed for the purpose of effecting a merger or similar business combination with one or more businesses primarily within technology industries located in the United States, from September 2020 until the completion of its initial business combination with Starry, Inc. in March 2022. Mr. Robins was also a director of Horizon Acquisition Corporation II, which was a special-purpose acquisition company formed for the purpose of effecting a merger or similar business combination with one or more businesses primarily within technology industries located in the United States, from October 2020 until April 2023. Mr. Robins attended Duke University, where he received his B.S. in Economics and Computer Science and a minor in math. We believe Mr. Robins is qualified to serve on our Board due, among other things, to the perspective and experience he brings as our Chief Executive Officer and as a co-founder. Harry Evans Sloan has served on our Board since April 2020 and serves as Vice Chairman of DraftKings. Mr. Sloan is the former Chairman and Chief Executive Officer of Metro-Goldwyn-Mayer, Inc. and the founder of both SBS Broadcasting, S.A. and New World Entertainment Ltd., both successful U.S. public companies. Since 2011, Mr. Sloan has co-founded nine special purpose acquisition companies with his partners, including Jeff Sagansky and Eli Baker, raising aggregate gross proceeds of over $5 billion. Most recently, Mr. Sloan serves as the co-Chairman of Bold Eagle Acquisition Corp. (NASDAQ: BEAG), which completed its $250 million IPO in October 2024. Mr. Sloan also served as Chairman and Founder of Screaming Eagle Acquisition Corp. (NASDAQ: SCRM), which completed its $750 million IPO in January 2022. In May 2024, Screaming Eagle Acquisition Corp. announced the consummation of the transaction to combine with the studio business of Lions Gate Entertainment Corp. (NYSE: LGF), which comprises its Television Studio and Motion Picture Group segments and one of the world’s most valuable film and television libraries, to launch Lionsgate Studios Corp (NASDAQ: LION). The business combination valued Lionsgate Studios Corp. at an enterprise value of approximately $4.6 billion. Mr. Sloan serves on the board of directors, compensation committee and strategic advisory committee of Lions Gate Entertainment Corp. Mr. Sloan served as Chairman and Founder of Soaring Eagle Acquisition Corp. (NASDAQ: SRNG), which completed its $1.725 billion IPO in February 2021 and three months later announced a merger with Boston-based Ginkgo Bioworks Inc., later renamed Ginkgo Bioworks Holdings, Inc. (NYSE: DNA), in a deal valued at $17.5 billion. Mr. Sloan serves on the board of directors of Ginkgo Bioworks Holdings, Inc. Prior to Soaring Eagle Acquisition Corp., he served as Chief Executive Officer and Chairman of Flying Eagle Acquisition Corp., which raised $690 million in its initial public offering in March 2020, and, in December 2020, completed its initial business combination with Skillz Inc. (NYSE: SKLZ), a technology company that enables game developers to monetize their content through multi-player competition. Mr. Sloan was a director of Skillz Inc. until August 2022. Prior to Flying Eagle Acquisition Corp., Mr. Sloan was a founding investor of Diamond Eagle Acquisition Corp., which raised $400 million in its initial public offering in May 2019 and in April 2020 completed its initial business combination with DraftKings Inc., a Delaware corporation. Prior to Diamond Eagle Acquisition Corp., Mr. Sloan was a founding investor of Platinum Eagle Acquisition Corp., which raised $325 million in its initial public offering in January 2018, completed its initial business combination in March 2019 with Target Logistics Management, LLC and RL Signor Holdings, LLC. Prior to Platinum Eagle Acquisition Corp., Mr. Sloan was a founding investor of Double Eagle Acquisition Corp., which raised $500 million in its initial public offering in September 2015. Double Eagle Acquisition Corp. completed its business combination in November 2017, in which its wholly owned subsidiary acquired 90% of the shares of Williams Scotsman International, Inc. In the transaction, Double Eagle Acquisition Corp. changed its name to WillScot Corporation and subsequently to WillScot Mobile Mini Holdings Corp. (NASDAQ: WSC). WillScot Mobile Mini Holdings Corp. is a specialty rental services market leader providing modular space and portable storage solutions to diverse end markets across North America. Throughout his entrepreneurial career, Mr. Sloan was responsible for the creation or sponsorship of three successful public companies in the media and entertainment industries, including Lions Gate Entertainment Corp., an independent motion picture and television production company. He has also served on the board of ZeniMax Media Inc., an independent producer of interactive gaming and web content, from 1999 until its 2021 sale to Microsoft Corporation (NASDAQ: MSFT) for a total purchase price of $8.1 billion. Mr. Sloan began his career as an entertainment lawyer with Sloan, Kuppin and Ament, a law firm he founded. He currently serves on the USC Gould School of Law Board of Councilors as well as the USC President’s Leadership Council and also serves on the University of California, Los Angeles Anderson School of Management Board of Visitors and the Executive Board of the UCLA School of Theatre, Film and Television, the Harry and Florence Sloan Family Foundation, and the board of directors of the Pacific Council on International Policy. In 1987, Mr. Sloan was appointed to the President’s Advisory Council on Trade and Policy Negotiations (ACTPN), and, in 2023, he was appointed to the U.S. Holocaust Memorial Council. He is also an Associate Professor at the UCLA Anderson School of Management. Mr. Sloan received his J.D. from Loyola Law School and his B.A. from the University of California, Los Angeles. We believe Mr. Sloan is qualified to serve on our Board due, among other things, to his extensive experience as an international media investor, entrepreneur and studio executive and his ability to identify key investment opportunities with significant returns for his partners. Matthew Kalish is our President, DraftKings North America, and a director. Mr. Kalish co-founded the Company in December of 2011 and served as its Chief Revenue Officer from 2014 until December 2019. In December 2019, Mr. Kalish was appointed President, DraftKings North America. Mr. Kalish has served on our Board since April 2020. Mr. Kalish’s areas of responsibility have grown consistently to now oversee the performance of DraftKings’ Sportsbook, iGaming and Daily Fantasy Sports offerings, and he leads DraftKings’ operations, marketing and customer experience departments. Mr. Kalish focuses on developing and managing high-performing offerings and promotions that users love, and bringing those

  4. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    offerings to market in order to drive user base growth and loyalty. The innovation under Mr. Kalish’s guidance has helped DraftKings grow its customer base significantly. Under Mr. Kalish’s oversight, DraftKings has grown to offer a broad variety of sports and game variants in Daily Fantasy Sports, as well as highly competitive Sportsbook and iGaming offerings, which have resulted in DraftKings achieving a leadership position in the rapidly expanding U.S. real-money gaming landscape. Mr. Kalish’s passion for sports, analytics and game design has been instrumental in growing DraftKings from a small Boston start-up to a digital sports and entertainment enterprise. Mr. Kalish received his M.B.A. from Boston College and his B.A. in Computer Science and Economics from Columbia University. We believe Mr. Kalish is qualified to serve on our Board due, among other things, to the perspective and experience he brings as our President, DraftKings North America and as a co-founder. Paul Liberman is our President, Global Technology and Product, and a director. Mr. Liberman co-founded the Company in December 2011 and served as its Chief Operations Officer (“COO”) from 2015 to December 2019. In December 2019, Mr. Liberman was appointed President, Global Technology and Product. Mr. Liberman has served on our Board since April 2020. He oversees our product development while leading efforts in maintaining the Company’s current product offerings. He acted as the Chief Technology Officer of DK Crown Holdings Inc. (formerly DraftKings Inc.) (“DK DE”) from 2011 to 2013 and subsequently acted as its Chief Marketing Officer before becoming COO. Mr. Liberman’s data-driven mindset has been instrumental in growing DraftKings from a small Boston start-up to a digital sports and entertainment enterprise. Under his leadership, Mr. Liberman’s team has developed award-winning, stand-alone apps and product offerings including DraftKings’ DK Live and Leagues, DraftKings Daily Fantasy Sports app and, most recently, the DraftKings Sportsbook and iGaming platforms. Mr. Liberman also serves as an advisor to Extend, providing input and guidance on product and strategy. Mr. Liberman attended Worcester Polytechnic Institute where he received a B.S. in Electrical Engineering and minor in Computer Science. We believe Mr. Liberman is qualified to serve on our Board due, among other things, to the perspective and experience he brings as our President, Global Technology and Product and as a co-founder. Woodrow H. Levin is the founder and has served as Chief Executive Officer of Extend, which is an AI-driven solution for merchants to enable automated post-purchase solutions including extended warranties and protection plans, fraud mitigation, returns and exchanges, shipping protection, and other automation services, and 3.0 Capital GP, LLC, which is a multi-strategy crypto asset hedge fund. Mr. Levin has served on our Board since April 2020. Prior to founding Extend in November 2018 and 3.0 Capital GP, LLC in December 2017, Mr. Levin served as Vice President of growth at DocuSign, Inc., which allows organizations to digitally prepare, sign, act on, and manage agreements. In addition, Mr. Levin served as the founder and Chief Executive Officer of Estate Assist, Inc., from February 2014 to September 2015 (at which time it was acquired), which offers digital estate planning assistance and BringIt, Inc., from June 2009 to September 2012 (at which time it was acquired), which provides a virtual currency casino and arcade. Mr. Levin served as Director Emerging Business-Office of the CTO at International Game Technology, Inc., which manufactures and distributes slot machines and other gaming technology. Mr. Levin currently serves as a member of the board of directors of Extend (since November 2018). Mr. Levin also served on the board of directors of 10X Capital Venture Acquisition Corp. III (NYSE: VCXB), a blank check company that did not find an acquisition target for its initial business combination and redeemed the units issued in its January 2022 initial public offering, until 2024. He also served on the board of directors of 10X Capital Venture Acquisition Corp. II (NYSE: VCXA) until 2023. In November 2022, 10X Capital Venture Acquisition Corp. II redomesticated from the Cayman Islands to Delaware, changing its name to African Agriculture Holdings Inc. (NASDAQ: AAGR), and in December 2023 completed a business combination with African Agriculture Inc., a company which maintains a commercial farming business based in northern Senegal focused on the production and sale of alfalfa for cattle feed and nutrition purposes. Mr. Levin also served on the board of directors of 10X Capital Venture Acquisition Corp. (NASDAQ: VCVC) until 2021. In July 2021, 10X Capital Venture Acquisition Corp. completed a merger with REE Automotive Ltd. (NASDAQ: REE), an automotive technology company focused on building commercial electric vehicles controlled fully by wire. He also served on the board of directors of Ventoux CCM Acquisition Corp. (NASDAQ: VTAQ) until 2022. In September 2022, Ventoux CCM Acquisition Corp. completed a business combination with Presto Automation Inc. (NASDAQ: PRST), a company which provides enterprise-grade AI and automation solutions to the restaurant enterprise and technology industry. He received his J.D. from Chicago-Kent College of Law, Illinois Institute of Technology, and his B.A. from the University of Wisconsin. We believe Mr. Levin is qualified to serve on our Board due, among other things, to his extensive experience and knowledge as an executive for technology companies.

  5. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    Jocelyn Moore has served on our Board since September 2020 and is currently Principal of Jocelyn Moore Consulting, LLC, a boutique corporate affairs advisory firm. She serves on the board of directors of OppFi Inc., a publicly traded financial technology company (NYSE: OPFI) and the board of directors of Pallas Advisors, a strategic advisory firm specializing in national security, defense, and innovation. In October 2021, Ms. Moore was appointed to serve on the board of directors of the First Responder Network (FirstNet) Authority, a unique public-private partnership created after September 11th to provide a high-speed, nationwide, wireless broadband network for public safety. As Principal of Jocelyn Moore Consulting, LLC since May 2020, Ms. Moore has advised CEOs, executive teams, and boards of directors on strategic communications, crisis and risk management, regulatory affairs, corporate social responsibility, operations, organizational change, and diversity, equity, inclusion, and belonging. Ms. Moore also served on the board of directors and audit committee of Games & Esports Experience Acquisition Corp., a special-purpose acquisition company formed for the purpose of effecting a merger or similar business combination with one or more businesses primarily in the interactive media industry and operating within or adjacent to competitive gaming and esports, from June 2022 until approximately April 2023. From January 2022 until June 2023, Ms. Moore was Senior Managing Director, Corporate Affairs, and a member of the executive committee at Pretium. From June 2018 until April 2020, Ms. Moore was Executive Vice President of Communications and Public Affairs at the National Football League (“NFL”). As the NFL’s Global Chief Communications Officer, she was a member of the executive leadership team and responsible for managing the league’s corporate affairs. From July 2016 to June 2018, Ms. Moore was Senior Vice President of Public Policy and Government Affairs at the NFL. As Head of the NFL’s Washington, D.C. office, she led the league’s public policy agenda and managed the league’s political action committee. She serves as a director on several nonprofit boards: the West Virginia University Health System board of directors, where she is a member of the Quality & Patient Safety Committee; the University of Florida Foundation National board of directors, where she is as a member of the audit and nominating committees; and the DC Rape Crisis Center board of directors, where she is a member of the fundraising committee. Ms. Moore holds a B.A. in English and an M.Ed. in Student Personnel in Higher Education, both from the University of Florida. We believe Ms. Moore is qualified to serve on our Board due, among other things, to her experience and background in managing large-scale corporations, including experience in the front office of the NFL, as well as her service as a member of the board of directors of numerous entities. Ryan R. Moore co-founded Accomplice Management, LLC (“Accomplice”), a venture capital firm, in January 2015 and served as a General Partner there until December 2023. Mr. Moore is also a founding investor in several technology companies. Mr. Moore has served on our Board since April 2020. Mr. Moore began his career at SoftBank Capital Partners LP (“Softbank”), a venture capital firm. Later, he was a General Partner of GrandBanks Capital, which invested primarily in early-stage technology companies. He joined Atlas Advisors, Inc., the predecessor to Accomplice, which focuses its investments on early-stage companies, where he was a Partner from August 2011 to December 2014. Mr. Moore received his A.B. in Economics from Princeton University. We believe Mr. Moore is qualified to serve on our Board due, among other things, to his extensive investment experience and background, including experience in the eSports industry, as well as his service as a member of the board of numerous other companies. Valerie Mosley has served on our Board since September 2020. Ms. Mosley is the Founder of Upward Wealth, a fin-tech platform that democratizes wealth building and well-being. Previously, from January 1992 until June 2012, Ms. Mosley served in multiple roles at Wellington Management Company, LLP (“Wellington”), a trillion-dollar global money management firm, including as Partner, Senior Vice President, Portfolio Manager and Investment Strategist. During her 20-year tenure at Wellington, Ms. Mosley directly managed billions of dollars for clients. She sat on several of the firm’s investment committees and the risk committee. She chaired the firm’s Industry Strategy Group, charged with taking a long-term perspective to identify headwinds and tailwinds impacting industries and served as President of Wellington’s Foundation. Currently, she also serves on the board of directors of Eaton Vance’s family of mutual funds, where she is chair of the governance committee and a member of the portfolio management committee. Her non-profit boards include McLean Hospital, a world leader in mental health and the Skoll Foundation Investment Committee. Ms. Mosley formerly served on the board of directors of Envestnet, Inc. (NYSE: ENV), a wealth management services and technology company, where she was a member of the nominating and governance committee and compliance and information security committee, as well as Groupon, Inc. (NASDAQ: GRPN) from April 2020 to August 2022, an online marketplace, where she was a member of the audit and nominating committees. She also previously served on the board of privately-held Caribou, a fin-tech company that refinances automobile loans. She was selected to serve on the FDIC’s Special Committee from March 2024 to May 2024. Personally, Ms. Mosley has advised and invested in companies that add value both to investors and society through Valmo Ventures. She holds a B.A. in History from Duke University and an M.B.A. from the Wharton School of Business at the University of Pennsylvania, with a specialty in finance. We believe Ms. Mosley is qualified to serve on our Board due, among other things, to her extensive investment experience and background, including her experience serving as a member of the boards and committees of several large U.S. public companies.

  6. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    Steven J. Murray is an Advisor to Revolution Growth III, LP (together with its affiliates, “Revolution”), a venture capital firm, where he previously worked as Managing Partner from January 2016 to October 2024. Mr. Murray has served on our Board since April 2020. Prior to joining Revolution, Mr. Murray worked for Softbank, a venture capital firm, from April 1996 to January 2016, where he most recently served as a Partner. Prior to joining Softbank, he worked for Deloitte & Touche LLP, where he specialized in high-growth technology-based businesses. Mr. Murray currently serves as a member of the board of directors of a number of public and private Revolution portfolio companies, including: Glowforge Inc. (since August 2019), which manufactures 3D laser printers; Interactions Corporation (since June 2013), which uses artificial intelligence to create virtual assistant customer service products for companies; InVenture Capital Corporation d/b/a Tala (since March 2018), which provides financial products and services to underbanked individuals in developing nations; Orchard Technologies, Inc. (since June 2022), which is a direct to consumer based service to make easier the process to buy and sell homes; and ZephyrAI, Inc. (since December 2023), which harnesses real world medical data to transform precision medicine. Mr. Murray also serves as a member of the board of directors of Flyntlok, Inc. (since March 2023), which is a modern cloud-based technology dealer management and business system. From June 2013 until January 2021, Mr. Murray served as a member of the board of directors, audit committee and nominating and governance committee of Fitbit, Inc. (NYSE: FIT), which offers wireless-enabled wearable technology devices and activity trackers. From June 2018 to July 2022, Mr. Murray also served as a member of the board of directors and audit committee of BigCommerce Holdings Inc. (NASDAQ: BIGC), which offers a SaaS ecommerce Platform. From October 2022 to January 2024, Mr. Murray also served as member of the board of directors of Uptake Inc., which provides software and services to major industries to increase productivity, security, safety and reliability. Mr. Murray received his B.S. in Accounting from Boston College in 1990. We believe Mr. Murray is qualified to serve on our Board due, among other things, to his experience as a member of the board of directors of both public and private companies and expertise in fundraising, management of high-growth companies and all levels of corporate governance. Marni M. Walden retired from Verizon Communications Inc. (NYSE: VZ) (“Verizon”), which provides wireless phone services, Internet access, global enterprise solutions and digital television services, in February 2018, where she most recently served as a Strategic Advisor from January 2018 to February 2018, and prior to that, served as President and Executive Vice President of Global Media and Telematics from March 2016 to January 2018, in which she built new revenue streams for Verizon and guided strategy for Verizon Media and the Connected Vehicle business, and as President and Executive Vice President of Product Innovation from May 2014 to March 2016, in which she led global strategy, venture and technology teams across all lines of business for Verizon. During her tenure at Verizon, as the company’s top-ranking female executive, Ms. Walden led multiple acquisitions and integrations including Yahoo, AOL, Fleetmatics, Telogis, Altel and RCC. Ms. Walden served as a director of DK DE from October 2018 to April 2020 and has served on the DraftKings board of directors since April 2020. Ms. Walden’s prior experiences include working for other wireless service providers including AT&T Inc. (NYSE: T), McCaw Communications, LLC and General Cellular Corporation. In addition, she served as chief operating officer, from January 2011 to May 2014, and separately as chief marketing officer, from October 2010 to January 2011, of Verizon Wireless, Inc. (f/k/a Cellco Partnership), a wireless telecommunications carrier. Ms. Walden currently serves as a member of the board of directors of Globetouch Inc. d/b/a Airlinq Inc. (since February 2017), which develops and deploys large scale connected applications around smart mobility and ecosystem monetization, and Persado Inc. (since June 2018), which uses artificial intelligence to generate language for digital marketing. Ms. Walden formerly served on the board of directors of Loon LLC from January 2019 to January 2021, which, prior to its liquidation, partnered with mobile network operators globally to expand the reach of their LTE service; ironSource Ltd. from May 2021 to November 2022, which assists mobile content creators in expanding businesses in the app economy; and 4C Insights, Inc. from April 2018 until July 2020, which provides a self-service intelligence platform for marketers. She also serves as an advisor to Goldman Sachs (NYSE: GS) and New Mountain Capital, as well as various private companies, including Transformco, Opensignal Limited. Inc., and Life Impact Solutions, Inc. d/b/a Mobilize Solutions. Ms. Walden attended California State University, Chico, where she majored in English and minored in Communications. We believe Ms. Walden is qualified to serve on our Board due, among other things, to her over 20 years of experience in telecommunications, technology and media, including her leadership roles at Verizon, where she gained extensive experience managing multi-billion dollar lines of business and leading transformative M&A activities and digital transformations, as well as her service as a member of the board of directors of numerous public and private companies. ***

  7. Other Information about the Board of Directors

    Other Information about the Board of Directors

  8. Shareholder Outreach

    Shareholder Outreach We believe it is important to provide an open forum for shareholder discussion and feedback. We proactively reach out to our shareholders to discuss key business issues, provide updates on our performance and priorities, and otherwise engage with our shareholders. In 2024, we participated in discussions with many of our shareholders, including our largest shareholders, on a variety of topics, including fundamental performance factors, performance metrics for our short-term and long-term incentive plans, dilution and share management with respect to our equity award programs, and oversight by, and composition of, our Board.

  9. Incentivizing Long-Term Performance

    Incentivizing Long-Term Performance DraftKings delivered strong financial results in 2024. For fiscal year 2024, we generated 30% year-over-year revenue growth, a significant year-over-year increase in gross profit and positive Adjusted EBITDA on a consolidated basis. Our executives have positioned DraftKings to generate increasingly positive Adjusted EBITDA in fiscal year 2025. We expect continued strong revenue growth, an increase in gross margin, and scale benefits across our marketing expense and fixed cost base in fiscal year 2025. As such, our compensation programs continue to include performance measures to align executive actions with long-term shareholder interests.

  10. Overview

    Overview Our executives are critical to our long-term success and winning over the long term requires us to win every single day. Our executives determine medium- and long-term priorities for the business, cascade those priorities throughout the organization, translate them into short-term deliverables, and relentlessly follow-up on the achievement of goals throughout the year. Our overall compensation philosophy is designed to attract, develop, motivate, and retain highly talented executives across the organization who can effectively lead their respective functions and drive results for the broader company. For 2024, we generally compensated our executives through short-term and long-term opportunities provided in a combination of cash (base salaries and annual bonuses) and equity (annual equity refresh awards and awards pursuant to incentive programs). The combination of these components ensures that our compensation is aligned with metrics that the compensation committee of the Board (the “Compensation Committee”) believes will optimize long-term total return for shareholders. We believe that our compensation program for executives, including our NEOs, remains important to ensure that we align executive pay to financial performance. We also maintain financial discipline with respect to our compensation programs to limit dilution to our shareholders. We conduct periodic analyses of our peer group to determine and monitor our stock-based compensation expense and granted burn rate. We will continue to monitor our stock-based compensation expense and granted burn rate on an ongoing basis in an effort to remain consistent with our peer group.

  11. Review of Pay Relative to 2024 Peer Group

    Review of Pay Relative to 2024 Peer Group The Compensation Committee believes that it is important to make decisions informed, in part, by the current practices of comparable public companies with which we compete for top executive talent. The Compensation Committee established our peer group for compensation decisions in 2024 with the assistance of its independent consultant Frederic W. Cook & Co., Inc. (“FW Cook”). FW Cook assessed each element of direct compensation (including base salary, annual bonus and equity incentives) to be provided to our NEOs against other publicly-traded information technology, entertainment and gaming, internet and direct marketing and consumer discretionary companies that are of a comparable size to us in terms of revenue and market capitalization. When determining compensation for certain roles, we may index more to one industry than another. Individual compensation packages are determined by experience, performance, criticality to our business operations, the market for the specific role, and retention risks, among other factors. We believe firmly in pay for performance, and that our compensation package should strongly correlate to Company performance and delivering shareholder value. For a discussion of the factors considered in making 2024 compensation decisions, see “2024 Compensation Decisions” below. Our 2024 compensation decisions were reviewed with reference to the following peer group consisting of 17 companies (our “2024 Peer Group”):

  12. Review of Pay Relative to 2024 Peer Group

    | Peer Group for 2024 Compensation Decisions | | | | | | Chegg | Churchill Downs | DocuSign | Electronic Arts | Etsy | | HubSpot | Light & Wonder | Lyft | MongoDB | Okta | | Peloton | PENN Entertainment | Roku | Snap | Take-Two | | The Trade Desk | Zscaler | | | |

  13. Review of Pay Relative to 2024 Peer Group

    In July 2024, the Compensation Committee, with the assistance of FW Cook, re-evaluated the Company’s 2024 Peer Group in light of market movement and trends to ensure it was correctly sized, taking into consideration current and expected market capitalization and revenue. For 2025 compensation decisions, the Compensation Committee removed Peloton, Chegg and Etsy from our peer group due to their small size relative to DraftKings and added AppLovin, Fortinet, and Wayfair, who are all within a competitive size range for revenue and market capitalization. Wayfair is also located in the greater Boston area.

  14. Our 2024 Executive Compensation Best Practices

    | What We Do | | What We Don’t Do | | | ✓ | Align executive compensation with corporate and individual performance | ✘ | No hedging or short sales of Class A Shares and no transactions involving derivative securities relating to Class A Shares without prior approval from the CLO | | ✓ | Balance short- and long-term incentives to motivate near-term performance, while simultaneously providing significant incentives for long-term results | ✘ | No excise tax “gross-ups” upon change in control | | ✓ | Tie pay to performance via annual bonus and equity awards | ✘ | No “single-trigger” benefits upon change in control | | ✓ | Engage an independent advisor reporting directly to the Compensation Committee | ✘ | No dividend equivalents paid on unvested RSUs or PSUs | | ✓ | Evaluate the risk in our compensation programs | ✘ | No discounting, reloading, or re-pricing of Company stock options (“options”) without shareholder approval | | ✓ | Maintain a clawback policy for the recovery of certain erroneously awarded incentive-based compensation | | | | ✓ | Maintain stock ownership guidelines for directors and executive officers (other than the Chief Accounting Officer) | | |

  15. Roles in Executive Compensation Determination and Governance

    | Responsible Party | Primary Role and Responsibilities Relating to Compensation Decisions | | Compensation Committee (Composed of independent, non-employee directors) | • Oversees the executive compensation program, policies, and practices, taking into account business goals and strategies, legal and regulatory developments, and evolving best practices • Approves performance goals for purposes of compensation decisions for the NEOs • Conducts an annual evaluation of the CEO’s performance in light of the pre-determined performance goals and determines his compensation • Reviews and approves the CEO’s recommendations for compensation of the other NEOs and executives, making changes when deemed appropriate, and then recommending such compensation to the Board • Reviews our compensation risk assessment • Approves all changes to the composition of the peer group • Reviews and makes recommendations to the Board with respect to director compensation | | Independent Consultant to the Compensation Committee* (FW Cook) | • Provides the Compensation Committee with analysis and advice pertaining to CEO, executive, and director compensation program design, including industry survey analysis, explanation of current and developing best practices, and regulatory changes • Recommends a relevant group of peer companies and appropriate sources of survey data against which to compare the competitiveness and structure of CEO, executive, and director compensation • Analyzes peer companies’ CEO, executive, and director compensation to assist the Compensation Committee in determining the appropriateness and competitiveness of CEO, executive, and director compensation • Reviews any proposed changes to CEO, executive, and director compensation program design • Prepares our compensation risk assessment • Assists with compensation disclosure materials • Provides specific analysis and advice periodically as requested by the Compensation Committee | | Executives | • The CEO recommends to the Compensation Committee annual compensation for the other NEOs and executives based on his assessment of their performance • The CEO and the CLO work with the Compensation Committee chairperson to set agendas, prepare materials for Compensation Committee meetings, and generally attend meetings or portions of meetings, as appropriate, and prepare meeting minutes • The CEO also works with the Chief People Officer in the preparation of materials for Compensation Committee meetings • No member of management is present in Compensation Committee meetings when matters related to his or her individual compensation are under discussion, when the Compensation Committee is approving or deliberating on CEO compensation, or when the Compensation Committee meets in executive sessions |

  16. 2024 Annual Bonus

    2024 Annual Bonus Annual bonuses are designed to incentivize our NEOs to achieve our annual financial objectives. Bonuses are not guaranteed; we must achieve a minimum threshold of Revenue and Adjusted EBITDA in order for our NEOs to be eligible to receive a bonus payout. In addition, each bonus is eligible to be earned from 0% to 200% of the target bonus based on a pre-approved set of Revenue and Adjusted EBITDA targets, equally weighted, which were approved in the first quarter of 2024 and are summarized, on an unadjusted basis and as-adjusted basis, below.

  17. 2024 Annual Bonus

    | Unadjusted 2024 Annual Bonus Plan Payout Goals(1) (Approved as of February 2024) (amounts in millions) | Threshold(2) | Target | Maximum | | Revenue (50% weight) | $4,950 | $5,026 | $5,400 | | Adjusted EBITDA (50% weight)(3) | $470 | $500 | $650 |

  18. 2024 Annual Bonus

    | Adjusted 2024 Annual Bonus Plan Payout Goals(1) (Final as of December 31, 2024) (amounts in millions) | Threshold(2) | Target | Maximum | Actual Results | Weighted Payout | | Revenue (50% weight) | $5,005 | $5,081 | $5,455 | $4,768 | 0% | | Adjusted EBITDA (50% weight)(3) | $422 | $452 | $602 | $181 | 0% | | Total Payout | | | | | 0% |

  19. 2024 Annual Bonus

    (1) The 2024 annual bonus targets were adjusted during 2024 to reflect the Company’s acquisition of Jackpocket Inc. and the change in the Illinois tax rate. (2) Refers to the threshold amount payable for a certain level of performance. If the threshold is not reached, there will not be a bonus payout. (3) Adjusted EBITDA is defined in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The target amount for each executive was set initially based on his employment agreement and is reviewed annually by the Compensation Committee. When considering the NEOs’ target bonus percentages and corresponding amounts, the Compensation Committee evaluated market data as well as internal compensation parity among the executive team. In 2024, our NEOs (other than Messrs. Park and Ellingson) had the same target bonus amounts as in 2023. Mr. Park was eligible for a 2024 target annual bonus in an amount equal to the sum of (i) 100% of his annual base salary at the rate prior to Mr. Park’s transition, pro-rated for the number of calendar days prior to August 1, 2024 and (ii) 100% of his annual base salary at the rate following Mr. Park’s transition, pro-rated for the number of calendar days following August 1, 2024. Mr. Ellingson was eligible for an annual target bonus equal to the sum of (i) 80% of his annual base salary at the rate prior to Mr. Ellingson’s promotion, pro-rated for the number of calendar days he served as the Company’s Senior Vice President, Finance and Analytics and (ii) 100% of his new annual base salary at the rate following Mr. Ellingson’s promotion, pro-rated for the number of calendar days he served as the Company’s CFO. NEOs had to be employed on the day the annual bonus was paid to receive any portion of their annual bonus. The 2024 bonus opportunities and results are summarized in the table below:

  20. 2024 Annual Bonus

    | Executive | Target Bonus ($) | 2024 Bonus Results (% of Target) | 2024 Bonus Payout | | Robins | $975,000 | 0% | $0 | | Kalish | $531,250 | 0% | $0 | | Liberman | $531,250 | 0% | $0 | | Dodge | $400,000 | 0% | $0 | | Ellingson | $400,000* | 0% | $0 | | Park | $425,000* | 0% | $0 |

  21. 2024 Annual Bonus

    (*) Reflects the annual target bonus opportunity for each of Messrs. Ellingson and Park in their new roles effective as of May 1, 2024. As discussed above, the 2024 target bonus opportunity for each was calculated based on his target bonus opportunity prior to May 1, 2024 and August 1, 2024, respectively, prorated for the number of days in 2024 before May 1 and August 1, 2024, respectively, and his target bonus opportunity effective as of May 1 and August 1, 2024, respectively, prorated for the remainder of 2024.

  22. 2024 Equity Compensation

    2024 Equity Compensation 3.

  23. 2024 Annual Equity Refresh Awards

    2024 Annual Equity Refresh Awards In 2024, annual equity refresh awards were granted based on consideration of the market data provided by FW Cook and the evaluation of each NEO’s performance, contributions, and criticality to the Company. The awards for 2024 were granted in a mix of Time-Based RSUs (approximately 60%) and PSUs (approximately 40%) (the “2024 PSUs”). The Time-Based RSUs are subject to a four-year quarterly vesting schedule. Half of the 2024 PSUs vest subject to the Company’s fiscal year 2025 performance, with 50% contingent upon the Company’s fiscal year 2025 Normalized Net Revenue3 and 50% contingent upon the Company’s fiscal year 2025 Normalized Adjusted EBITDA4 (collectively, the “2025 PSU Performance Metrics”), payable in early 2026. The other half of the 2024 PSUs vest subject to the Company’s fiscal year 2027 performance, with 50% contingent upon the Company’s fiscal year 2027 Normalized Net Revenue and 50% contingent upon the Company’s fiscal year 2027 Normalized Adjusted EBITDA (collectively, the “2027 PSU Performance Metrics”), payable in early 2028. Normalized Adjusted EBITDA and Normalized Net Revenue targets were set on a same-state basis and, therefore, results from new states, positive or negative, will not be included in determination of achievement of performance targets (except for contributions from the planned Sportsbook launch in North Carolina). In the event the Company consummates an acquisition of a company that is projected to have 3 “Net Revenue” is calculated as the Company’s revenue per U.S. GAAP as reported in its financial statements. “Normalized Net Revenue” for purposes of the 2024 PSUs is a non-GAAP measure that we define and calculate as Net Revenue excluding the in-state Net Revenue for all new states not currently operating Online Sportsbook or iGaming businesses as of the Date of Grant, except for contributions from the planned Online Sportsbook launch in North Carolina; and excluding the in-state Net Revenue impact from launching the Golden Nugget branded products in states where DraftKings is currently operating Online Sportsbook or iGaming as of the Date of Grant. “Normalized Adjusted EBITDA” for purposes of the 2024 PSUs is a non-GAAP measure that we define and calculate as Adjusted EBITDA excluding the in-state “Contribution” impact from all new states not currently operating Online Sportsbook or iGaming businesses as of the Date of Grant, except for contributions from the planned Online Sportsbook launch in North Carolina; and excluding the in-state “Contribution” impact from launching the Golden Nugget branded products in states where DraftKings is currently operating Online Sportsbook or iGaming as of the Date of Grant. Contribution is defined as in-state gross profit less fully-allocated external marketing expense. at least $20 million in revenues for the fiscal year in which closing occurs, prior to the end of the applicable performance period, the Normalized Adjusted EBITDA and Normalized Net Revenue targets will be equitably adjusted in accordance with the terms of the applicable award agreements, as determined in the sole discretion of the Board or a committee thereof. In the event that the 2025 PSU Performance Metrics are achieved for fiscal year 2025, NEOs can achieve anywhere between 25% (if threshold performance is met) and 200% of their granted amount of 2024 PSUs subject to 2025 PSU Performance Metrics based on actual Normalized Net Revenue and Normalized Adjusted EBITDA performance relative to the relevant targets for fiscal year 2025. 2027 PSU Performance Metrics represent continued Normalized Net Revenue growth from existing and new customers (driven by core initiatives around customer retention, an increase in our Sportsbook hold percentage, and improved promotional reinvestment) and Normalized Adjusted EBITDA margin expansion (driven by core initiatives around gross margin percentage improvement, increased advertising efficiency, and efficient management of corporate fixed costs). The number of Time-Based RSUs and target PSUs granted to the NEOs was determined by dividing the target award value by the 30-calendar day average closing stock price of the Class A Shares leading up to, but not including, February 12, 2024. The equity grant amounts to our NEOs were calibrated to be competitive with those awarded by our 2024 Peer Group and differentiated based on role, criticality and performance. The Compensation Committee granted the following 2024 annual equity refresh awards to the NEOs:

  24. 2024 Annual Equity Refresh Awards

    | Executive | Number of Time-Based RSUs | Number of Target 2024 PSUs (subject to 2025 PSU Performance Metrics) | Number of Target 2024 PSUs (subject to 2027 PSU Performance Metrics) | | Robins | 262,467 | 87,489 | 87,489 | | Kalish | 154,392 | 51,464 | 51,464 | | Liberman | 154,392 | 51,464 | 51,464 | | Dodge(1) | 87,489 | 25,732 | 25,732 | | Ellingson(2) | 11,868 | 1,978 | 1,978 | | Park | 83,372 | 27,790 | 27,790 |

  25. 2024 Annual Equity Refresh Awards

    (1) Mr. Dodge’s annual equity refresh award includes 10,293 Time-Based RSUs, which vest monthly over a one-year period commencing March 1, 2024, with the remaining subject to the standard four-year quarterly vesting schedule. (2) Represents the annual equity refresh award granted to Mr. Ellingson in February 2024, while he served the Company’s Senior Vice President, Finance and Analytics. 4.

  26. CFO Promotion Grant

    CFO Promotion Grant In connection with Mr. Ellingson’s appointment as CFO, Mr. Ellingson was granted (i) 68,963 Time-Based RSUs, which vest on terms consistent with the annual refresh Time-Based RSUs discussed above, (ii) 22,987 PSUs, which are eligible to be earned based on the 2025 PSU Performance Metrics discussed above and (iii) 22,987 PSUs, which are eligible to be earned based on 2027 PSU Performance Metrics discussed above (collectively, the “Promotion Grant”). The number of Time-Based RSUs and target PSUs granted to Mr. Ellingson was determined by dividing the target award value by the average closing price of the Class A Shares for the calendar month of April 2024, which was the month prior to the effective date of the Ellingson Employment Agreement (as defined below). 5.

  27. Achievement of Performance Goals for PSUs Granted in 2022 and 2023

    Achievement of Performance Goals for PSUs Granted in 2022 and 2023 In 2022 and 2023, respectively, the NEOs received PSUs pursuant to the 2022 Long-Term Equity Program (the “2022 PSUs”) and received PSUs in connection with annual equity refresh awards (the “2023 PSUs”), which in each case provided an opportunity for the NEOs to receive an amount of Class A Shares to be determined based on the achievement of 2024 Normalized Net Revenue and 2024 Normalized Adjusted EBITDA metrics (collectively, the “2024 PSU Performance Metrics”). The 2022 PSUs and the 2023 PSUs were eligible to pay out between 0% to 200% of the target number of Class A Shares underlying the 2022 PSUs and the 2023 PSUs. The performance period for the 2022 PSUs and the 2023 PSUs ended on December 31, 2024, and, following the end of the fiscal year, the Board certified achievement at 200% based on performance as noted in the table below.

  28. Achievement of Performance Goals for PSUs Granted in 2022 and 2023

    | Performance Metrics(1) (Approved as of February 2025) (amounts in millions) | Threshold | Target | Maximum | Actual | | 2024 Normalized Adjusted EBITDA5 | $(19) | $16 | $51 | $150 | | 2024 Normalized Net Revenue6 | $3,590 | $3,805 | $4,020 | $4,358 |

  29. Achievement of Performance Goals for PSUs Granted in 2022 and 2023

    (1) To the extent that performance was between the threshold and target, or target and maximum levels, then the percentage of the number of target PSUs that were earned were determined by the use of straight-line interpolation. The number of earned PSUs were rounded down to the nearest whole number. The Company sets its incentive targets based on current financial projections at the time the targets are established. As noted above, the 2022 PSU and 2023 PSU targets, which were established in November 2022, had a payout of 200%. The 2024 annual cash incentive targets, which were established in the first quarter of 2024, had a payout of 0%. Of the 2022 PSUs and the 2023 PSUs, 75% and 50% of such PSUs, respectively, are based on the achievement of 2026 Normalized Net Revenue and 2026 Normalized Adjusted EBITDA metrics (collectively, the “2026 PSU Performance Metrics”) and payout for such PSUs will be determined in early 2027.

  30. Security

    Security To address safety concerns, including as a result of certain threats, the Board has approved personal security measures for Messrs. Robins and Kalish and their respective families pursuant to independent 5 “Normalized Adjusted EBITDA” for purposes of the 2022 PSUs and 2023 PSUs is a non-GAAP measure that we define and calculate as Adjusted EBITDA excluding the in-state “Contribution” impact from all new states not currently operating Online Sportsbooks or iGaming businesses as of the Date of Grant, except for Online Sportsbooks which are expected to launch within 12 months in Ohio and Maryland; and excluding the in-state “Contribution” impact from launching the Golden Nugget branded products in states where DraftKings is currently operating Online Sportsbook or iGaming as of the Date of Grant. “Contribution” is defined as in-state gross profit less fully-allocated external marketing expense. “Net Revenue” is calculated as the Company’s revenue per U.S. GAAP as reported in its financial statements. “Normalized Net Revenue” for purposes of the 2022 PSUs and 2023 PSUs is a non-GAAP measure that we define and calculate as Net Revenue excluding the in-state Net Revenue for all new states not currently operating Online Sportsbooks or iGaming businesses as of the Date of Grant, except for Online Sportsbooks which are expected to launch within 12 months in Ohio and Maryland; and excluding the in-state Net Revenue impact from launching the Golden Nugget branded products in states where DraftKings is currently operating Online Sportsbook or iGaming as of the Date of Grant. security studies undertaken by a third-party consultant. We require these security measures given the importance of Messrs. Robins and Kalish to the Company, and believe that the scope and costs of these measures are appropriate and necessary. Messrs. Robins’ and Kalish’s personal security programs include background checks for relevant individuals, armed security services at the office and their personal residences and, for Mr. Robins, a requirement that he only travels in a secure vehicle and he and his family only fly on a private aircraft. For 2024, the incremental cost for these measures was approximately $1,652,926 for Mr. Robins and $882,147 for Mr. Kalish. These amounts are disclosed in the 2024 Summary Compensation Table.

  31. Practices Related to the Grant of Certain Equity Awards

    Practices Related to the Grant of Certain Equity Awards In response to Item 402(x)(1) of Regulation S-K, the Company does not currently grant new awards of stock options, stock appreciation rights or similar option-like instruments to its employees (including any of its NEOs). Accordingly, the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by the Company. The Company has historically granted awards of stock options to special advisors of the Board, which were granted at the Company’s regularly scheduled Board meetings and prior to the Company’s earnings releases and related filings of the annual report on Form 10-K or quarterly reports on Form 10-Q, as applicable. In the event the Company determines to grant new awards of options to employees, including our NEOs, the Board will evaluate the appropriate steps to take in relation to the foregoing.

  32. Employment Agreements

    Employment Agreements Founder Employment Agreements DraftKings entered into executive employment agreements with Jason Robins, Matthew Kalish and Paul Liberman in connection with the business combination agreement (the “Business Combination”) dated December 22, 2019, as amended on April 7, 2020. The employment agreement with Mr. Robins provides for a base salary of $650,000, subject to annual review and increase from time to time, and an annual target bonus of 150% of his annual base salary. The employment agreement with Mr. Kalish provides for a base salary of $425,000, subject to annual review and increase from time to time, and an annual target bonus of 125% of his annual base salary. The employment agreement with Mr. Liberman provides for a base salary of $425,000, subject to annual review and increase from time to time, and an annual target bonus of 125% of his annual base salary. The executives will be eligible to participate in benefits programs offered to employees and executives generally subject to satisfying eligibility requirements. Each of Messrs. Robins, Kalish and Liberman is entitled to an annual equity incentive award, which will be granted within the first three months of each fiscal year, with a minimum annual target value of $6,500,000 for Mr. Robins and $3,500,000 for each of Messrs. Kalish and Liberman. Half of the equity incentive award granted each year will consist of Time-Based RSUs, with vesting not less favorable than quarterly vesting over four years, and half will consist of PSUs, with a minimum vesting period of two years and a maximum opportunity equal to 300% of one half of the minimum aggregate target value. Upon a termination of employment without “cause” or for “good reason” (as those terms are defined in the employment agreements) within 18 months after, or three months before, a “change in control” (as defined in the employment agreements), each of Messrs. Robins, Kalish and Liberman will receive cash severance equal to two times the sum of his salary and target bonus, payable 60 days after termination, and continued benefits for 24 months. Additionally, equity awards will vest, with performance-based awards vesting at the target level. Upon a termination of employment without cause or for good reason that is not within 18 months after, and not three months before, a change in control, each of Messrs. Robins, Kalish and Liberman will receive cash severance equal to two times his salary, payable 60 days after termination, a pro rata bonus for the year of termination based on actual performance and continued benefits for 24 months. Additionally, equity awards will vest pro rata, based on actual performance for performance-based awards. Upon termination due to death or disability, equity awards will vest, based on actual performance for performance-based awards, and options will be exercisable for 12 months. Severance and termination benefits payable pursuant to the employment agreements generally are subject to the executive’s execution of a release of claims and compliance with post-closing covenants, including non-competition and non-solicitation covenants that continue for 12 months following a termination of employment other than, in the case of the noncompetition covenant, a termination without cause or layoff as set forth in the Massachusetts Noncompetition Agreement Act. On February 14, 2024, the Company entered into letter agreements (the “FY2024 Base Salary Letter Agreements”) with each of Messrs. Robins, Kalish, and Liberman, pursuant to which each of the Founders agreed to a voluntary reduction in their respective base salaries to $1 for fiscal year 2024 (the “Base Salary Reductions”). The Base Salary Reductions did not modify any other rights under each of Messrs. Robins, Kalish and Liberman’s employment agreements that are determined by reference to their base salaries (other than to the extent otherwise described in such letter agreements), and such provisions continued to be applied based on the base salaries in effect without giving effect to any Base Salary Reductions. The Base Salary Reductions also did not reduce any Company employee benefits provided to Messrs. Robins, Kalish and Liberman that are determined by reference to their base salaries, except that life and disability insurance will not be provided to Messrs. Robins, Kalish and Liberman during the applicable Base Salary Reduction period. On February 11, 2025, each of Messrs. Robins, Kalish and Liberman entered into letter agreements with the Company to voluntarily reduce their respective base salaries to $1 for fiscal year 2025, generally on substantially the same terms and conditions as the FY2024 Base Salary Letter Agreements; provided, that, because no bonuses with respect to the 2024 performance period were awarded to Messrs. Robins, Kalish and Liberman, the Company granted one-time cash distributions of $52,060.79, $33,370.71 and $36,382.48, respectively, to cover (in the case of Mr. Robins, on an after-tax basis) applicable deductions with respect to annual employee contributions for fiscal year 2025 towards medical, dental and vision coverages and the Company’s 401(k) plan. Employment Agreements with Other NEOs On August 5, 2021, the Company entered into an amended and restated executive employment agreement with Jason K. Park (the “Park Amended Employment Agreement”), and an amended executive employment agreement with R. Stanton Dodge (the “Dodge Amended Employment Agreement” and, together with the Park Amended Employment Agreement, the “Amended Employment Agreements”) and on March 17, 2024, the Company entered into an executive employment agreement with Alan Ellingson (the “Ellingson Employment Agreement” and collectively with the Amended Employment Agreements, the “Other NEO Employment Agreements”). The Park Amended Employment Agreement provides that Mr. Park’s base salary will continue at the level of $425,000, subject to annual review and increase from time to time, and that he will be eligible for an annual target bonus of 100% of his annual base salary. The Dodge Amended Employment Agreement provides that Mr. Dodge’s base salary will continue at the level of $500,000, subject to annual review and increase from time to time, and that he will be eligible for an annual target bonus of 80% of his annual base salary. The Ellingson Employment Agreement provides that Mr. Ellingson’s annual base salary will continue to be $315,000 until May 1, 2024 and will be $400,000 on and following May 1, 2024, subject to annual review and increase from time to time, and that he will be eligible for an annual target bonus equal to the sum of (i) 80% of his annual base salary, pro-rated for the number of calendar days he served as the Company’s Senior Vice President, Finance and Analytics in 2024 and (ii) 100% of his new annual base salary, pro-rated for the number of calendar days he served as the Company’s CFO in 2024. Following 2024, Mr. Ellingson will be eligible for an annual target bonus equal to 100% of his annual base salary.

  33. Employment Agreements

    Under the Other NEO Employment Agreements, each of Messrs. Park, Dodge and Ellingson (beginning with the 2025 fiscal year) is entitled to an annual equity incentive award, which will be granted within the first three months of each fiscal year, with a minimum annual target value of $2,500,000 for Mr. Park, $2,400,000 for Mr. Dodge and $2,500,000 for Mr. Ellingson. Half of the equity incentive award granted each year will consist of Time-Based RSUs, with vesting not less favorable than quarterly vesting over four years, and half will consist of PSUs, with a minimum vesting period of two years and for Messrs. Park and Dodge, a maximum opportunity equal to 300% of one half of the minimum aggregate target value. Under the Ellingson Employment Agreement, Mr. Ellingson was entitled to an initial equity incentive award, with a minimum grant value of $3,000,000 for the Time-Based RSUs, with quarterly vesting over four years, and a minimum grant value of $2,000,000 for the PSUs, 50% of which are eligible to vest based on the Company’s level of achievement of the 2025 PSU Performance Metrics that are generally applicable to the PSUs granted to similarly situated senior executives of the Company and 50% of which are eligible to vest based on the Company’s level of achievement of the 2027 PSU Performance Metrics. Upon a termination of employment without “cause” or for “good reason” (as those terms are defined in the Other NEO Employment Agreements) within 18 months after, or three months before, a “change in control” (as defined in the Other NEO Employment Agreements), each of Messrs. Park, Dodge and Ellingson will receive cash severance equal to one and a half times the sum of his salary and target bonus, payable 60 days after termination, and continued benefits for 18 months. Additionally, any unvested equity awards will vest, with performance-based awards vesting at the target level. Under the Other NEO Employment Agreements, upon a termination of employment without cause or for good reason that is not within 18 months after, and not three months before, a change in control, each of Messrs. Park, Dodge and Ellingson will receive cash severance equal to one times his salary, payable 60 days after termination, a pro rata bonus for the year of termination based on actual performance and continued benefits for 12 months. Additionally, any unvested equity awards will vest pro rata, based on actual performance for performance-based awards. Upon termination due to death or disability, any unvested equity awards will vest, based on actual performance for performance-based awards, and options will be exercisable for 12 months. Severance and termination benefits payable pursuant to the Other NEO Employment Agreements generally are subject to an execution of a release of claims and compliance with post-closing covenants including non-competition and non-solicitation covenants that continue for 12 months following a termination of employment other than, in the case of the noncompetition covenant, a termination without cause or layoff as set forth in the Massachusetts Noncompetition Agreement Act. On July 31, 2024, the Company and Mr. Park entered into the Park Letter Agreement to memorialize the terms of his compensation for his new role. Pursuant to the Park Letter Agreement, effective August 1, 2024, Mr. Park’s annual base salary will be $350,000, with an annual target bonus opportunity equal to 100% of his base salary, in each case, less all applicable withholdings and deductions. Mr. Park was eligible for a 2024 target annual bonus in an amount equal to the sum of (i) 100% of his annual base salary at the rate prior to Mr. Park’s transition, pro-rated for the number of calendar days prior to August 1, 2024 and (ii) 100% of his annual base salary at the rate following Mr. Park’s transition, pro-rated for the number of calendar days following August 1, 2024. Additionally, to reflect the change in Mr. Park’s role, Mr. Park forfeited 50% of each of the 2022 PSUs and 2023 PSUs that were eligible to vest based on the 2026 PSU Performance Metrics. All other outstanding equity awards held by Mr. Park continue to vest in accordance with their terms. Other than as amended by the Park Letter Agreement, the terms of the Park Amended Employment Agreement remain in full force and effect.

  34. Severance and Change-in-Control Benefits

    Severance and Change-in-Control Benefits The severance and change-in-control benefits for our NEOs are provided under individual employment agreements and, in certain cases, equity award agreements. See “Executive Compensation and Other Information — Potential Payments Upon Termination or Change in Control” below for a description of the severance and change-in-control benefits each NEO would have been eligible to receive if a termination had occurred upon December 31, 2024.

  35. Fiscal 2024 Summary Compensation Table

    Fiscal 2024 Summary Compensation Table

  36. Fiscal 2024 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Jason D. Robins Chief Executive Officer | 2024 | 1 | — | 19,076,976 | — | 1,824,992 | 20,901,969 | | | 2023 | 1 | — | 16,140,000 | 1,950,000 | 2,667,990 | 20,757,991 | | | 2022 | 1 | — | 43,740,520 | 1,424,475 | 2,300,923 | 47,465,919 | | Matthew Kalish President, DraftKings, North America | 2024 | 1 | — | 11,221,725 | — | 912,146 | 12,133,872 | | | 2023 | 1 | — | 9,494,113 | 1,062,500 | 421,223 | 10,977,837 | | | 2022 | 1 | — | 39,984,506 | 776,156 | 104,169 | 40,864,832 | | Paul Liberman President, Global Technology and Product | 2024 | 1 | — | 11,221,725 | — | 38,014 | 11,259,740 | | | 2023 | 1 | — | 9,494,113 | 1,062,500 | 26,713 | 10,583,327 | | | 2022 | 1 | — | 39,983,964 | 776,156 | 155,751 | 40,915,872 | | R. Stanton Dodge Chief Legal Officer | 2024 | 500,000 | — | 6,059,741 | — | 10,350 | 6,570,091 | | | 2023 | 500,000 | — | 5,278,732 | 800,000 | 9,900 | 6,588,632 | | | 2022 | 500,000 | — | 13,486,028 | 584,400 | 9,150 | 14,579,578 | | Alan Ellingson Chief Financial Officer | 2024 | 369,440 | — | 5,482,057 | — | 20,821 | 5,872,318 | | Jason K. Park Chief Transformation Officer | 2024 | 393,648 | — | 6,059,697 | — | 38,870 | 6,492,215 | | | 2023 | 425,000 | — | 6,076,225 | 850,000 | 25,825 | 7,377,050 | | | 2022 | 425,000 | 500,000 | 13,299,058 | 620,925 | 24,150 | 14,869,133 |

  37. Fiscal 2024 Summary Compensation Table

    (1) The amount disclosed in this column for Mr. Park in fiscal year 2022 reflects the payment of a one-time cash bonus of $500,000. (2) The amounts disclosed in this column are computed in accordance with FASB ASC Topic 718 using the valuation methodology for equity awards set forth in Note 11 — Stock-Based Compensation included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. (3) The amounts disclosed in this column for 2024 are comprised of the Time-Based RSUs and PSUs granted in 2024 pursuant to the annual equity refresh awards and, for Mr. Ellingson, the Promotion Grant of 68,963 Time-Based RSUs, 22,987 PSUs (subject to 2025 PSU Performance Metrics) and 22,987 PSUs (subject to 2027 PSU Performance Metrics). The following chart describes the fair market values of such awards on the grant dates:

  38. Fiscal 2024 Summary Compensation Table

    | Name | Time-Based RSUs | PSUs | | Jason D. Robins | $11,446,186 | $7,630,790 | | Matthew Kalish | $6,733,035 | $4,488,690 | | Paul Liberman | $6,733,035 | $4,488,690 | | R. Stanton Dodge | $3,815,395 | $2,244,346 | | Alan Ellingson (Annual Equity Refresh) | $528,957 | $176,318 | | Alan Ellingson (Promotion Grant) | $2,866,102 | $1,910,680 | | Jason K. Park | $3,635,853 | $2,423,844 |

  39. Fiscal 2024 Summary Compensation Table

    At the maximum levels of performance, the PSU values for the annual equity refresh awards would be: $15,261,580 for Mr. Robins, $8,977,380 for Mr. Kalish, $8,977,380 for Mr. Liberman, $4,488,692 for Mr. Dodge, $325,636 for Mr. Ellingson, and $4,847,688 for Mr. Park. As discussed in more detail under “Compensation Discussion and Analysis — 2024 Compensation Decisions — 2024 Equity Compensation,” the price used to determine the number of Time-Based RSUs and PSUs awarded as part of the annual equity refresh program was the 30-calendar day average closing stock price of the Class A Shares leading up to, but not including, the grant date. As a result, the value of the grant as disclosed in the Summary Compensation Table above, which was computed in accordance with FASB ASC Topic 718, is different than the amount contemplated when the program was approved. For Mr. Ellingson’s Promotion Grant, at the maximum levels of performance, the PSU value would be $3,821,360. As discussed in more detail under “Compensation Discussion and Analysis — 2024 Compensation Decisions — CFO Promotion Grant,” the price used to determine the number of Time-Based RSUs and target PSUs for Mr. Ellingson’s Promotion Grant was determined by dividing the target award value by the average closing price of the Class A Shares for the calendar month of April 2024, which was the month prior to the effective date of the Ellingson Employment Agreement. (4) As described above under “Compensation Discussion and Analysis — 2024 Compensation Decisions — 2024 Annual Bonus,” none of the NEOs received an annual bonus as neither the Revenue nor the Adjusted EBITDA minimum thresholds were met. For Mr. Robins, the amounts disclosed in this column include $914,416 for security costs, $738,510 for air travel costs, $10,350 for our matching contribution made under our 401(k) plan, $15,925 for financial planning services, and $145,791 for tax reimbursements related to the aforementioned items, where applicable. The amount reported for Mr. Robins’ personal usage of the private aircraft represents the aggregate incremental cost to the Company, taking into account variable costs of the flight, such as fuel costs, trip-related repair and maintenance, crew costs, transportation expenses and airport fees. For Mr. Kalish, the amounts disclosed in this column include $882,147 for security costs, $10,350 for our matching contribution made under our 401(k) plan, $15,925 for financial planning services and $3,724 for tax reimbursements for transportation related costs. For Mr. Liberman, the amounts disclosed in this column include $5,384 for security costs, $10,350 for our matching contribution made under our 401(k) plan, $12,740 for financial planning services, and $9,540 for tax reimbursements for transportation related costs. For Mr. Dodge, the amounts disclosed in this column includes $10,350 for our matching contribution made under our 401(k) plan. For Mr. Ellingson, the amounts disclosed in this column include $10,350 for our matching contribution made under our 401(k) plan and $10,471 for financial planning services. For Mr. Park, the amounts disclosed in this column include $7,911 for our matching contribution made under our 401(k) plan, $15,925 for financial planning services, and $15,034 for tax reimbursements for transportation-related costs.

  40. Fiscal 2024 Grants of Plan-Based Awards

    Fiscal 2024 Grants of Plan-Based Awards

  41. Fiscal 2024 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plans(1) | | | Estimated Future Payouts Under Equity Incentive Plans(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | Name | Awards | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Jason D. Robins | RSUs | 2/12/2024 | — | — | — | — | — | — | 262,467 | 11,446,186 | | | PSUs | 2/12/2024 | — | — | — | 21,872 | 87,489 | 174,978 | — | 3,815,395 | | | PSUs | 2/12/2024 | — | — | — | 21,872 | 87,489 | 174,978 | — | 3,815,395 | | | Annual Incentive | | 487,500 | 975,000 | 1,950,000 | | | | | | | Matthew Kalish | RSUs | 2/12/2024 | — | — | — | — | — | — | 154,392 | 6,733,035 | | | PSUs | 2/12/2024 | — | — | — | 12,866 | 51,464 | 102,928 | — | 2,244,345 | | | PSUs | 2/12/2024 | — | — | — | 12,866 | 51,464 | 102,928 | — | 2,244,345 | | | Annual Incentive | | 265,500 | 531,250 | 1,062,500 | | | | | | | Paul Liberman | RSUs | 2/12/2024 | — | — | — | — | — | — | 154,392 | 6,733,035 | | | PSUs | 2/12/2024 | — | — | — | 12,866 | 51,464 | 102,928 | — | 2,244,345 | | | PSUs | 2/12/2024 | — | — | — | 12,866 | 51,464 | 102,928 | — | 2,244,345 | | | Annual Incentive | | 265,500 | 531,250 | 1,062,500 | | | | | | | R. Stanton Dodge | RSUs | 2/12/2024 | — | — | — | — | — | — | 87,489 | 3,815,395 | | | PSUs | 2/12/2024 | — | — | — | 6,433 | 25,732 | 51,464 | — | 1,122,173 | | | PSUs | 2/12/2024 | — | — | — | 6,433 | 25,732 | 51,464 | — | 1,122,173 | | | Annual Incentive | | 200,000 | 400,000 | 800,000 | | | | | | | Alan Ellingson | RSUs | 2/16/2024 | — | — | — | — | — | — | 11,868 | 528,957 | | | RSUs | 5/1/2024 | — | — | — | — | — | — | 68,963 | 2,866,102 | | | PSUs | 2/16/2024 | — | — | — | 495 | 1,978 | 3,956 | — | 88,159 | | | PSUs | 2/16/2024 | — | — | — | 495 | 1,978 | 3,956 | — | 88,159 | | | PSUs | 5/1/2024 | — | — | — | 5,747 | 22,987 | 45,974 | — | 955,340 | | | PSUs | 5/1/2024 | — | — | — | 5,747 | 22,987 | 45,974 | — | 955,340 | | | Annual Incentive | | 175,536 | 351,071 | 702,142 | | | | | | | Jason K. Park | RSUs | 2/12/2024 | — | — | — | — | — | — | 83,372 | 3,635,853 | | | PSUs | 2/12/2024 | — | — | — | 6,948 | 27,790 | 55,580 | — | 1,211,922 | | | PSUs | 2/12/2024 | — | — | — | 6,948 | 27,790 | 55,580 | — | 1,211,922 | | | Annual Incentive | | 196,824 | 393,648 | 787,295 | | | | | |

  42. Fiscal 2024 Grants of Plan-Based Awards

    (1) Represents the annual incentive opportunities granted for performance during 2024 under DraftKings’ 2024 bonus plan. Represents the equity awards granted to each NEO in the form of PSUs pursuant to the 2024 annual equity refresh program, which, in the case of Mr. Ellingson, represents the (i) annual equity refresh award granted to Mr. Ellingson in February 2024 while he served the Company’s Senior Vice President, Finance and Analytics and (ii) the PSUs granted pursuant to his Promotion Grant. The 2024 PSUs will vest to the extent that the 2025 PSU Performance Metrics and the 2027 PSU Performance Metrics are achieved. Represents the equity awards granted in the form of Time-Based RSUs, which, except for 10,293 Time-Based RSUs granted to Mr. Dodge, vest quarterly over a four-year period following March 1, 2024. For Mr. Dodge, 10,293 RSUs of the 87,489 Time-Based RSUs vest in equal monthly installments over the one year commencing on March 1, 2024. The number of Time-Based RSUs for Mr. Ellingson represents the (i) annual equity refresh award granted to Mr. Ellingson in February 2024 while he served the Company’s Senior Vice President, Finance and Analytics and (ii) the Time-Based RSUs granted pursuant to his Promotion Grant. The aggregate grant date fair value of awards presented in this column is calculated in accordance with FASB ASC 718.

  43. Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End

    Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End The market value of unvested or unearned awards is calculated using a price of $37.20 per Class A Share, which was the closing price of a Class A Share on the NASDAQ on December 31, 2024 (the last trading day of 2024).

  44. Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#)(7) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Option (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Yet Vested (#) | Market Value of Shares or Units of Stock That Have Not Yet Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Yet Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares Units, or Other Rights That Have Not Yet Vested ($) | | Jason D. Robins | 280,190 | — | — | 3.29 | 4/18/2028 | — | — | — | — | | | 6,512,289 | — | — | 3.29 | 5/3/2028 | — | — | — | — | | | 696,850 | — | — | 4.70 | 6/4/2029 | — | — | — | — | | | 200,053 | — | — | 0.63 | 3/24/2026 | — | — | — | — | | | 374,710 | — | — | 3.82 | 5/3/2027 | — | — | — | — | | | — | — | — | — | — | 747,687(1) | 27,813,956 | — | — | | | — | — | — | — | — | — | — | 921,212(2) | 34,269,086 | | | — | — | — | — | — | — | — | 400,000(4) | 14,880,000 | | | — | — | — | — | — | — | — | 131,234(5) | 4,881,887 | | | — | — | — | — | — | — | — | 2,763,636(3) | 102,807,259 | | | — | — | — | — | — | — | — | 400,000(4) | 14,880,000 | | | — | — | — | — | — | — | — | 131,234(5) | 4,881,887 | | Matthew Kalish | 242,101 | — | — | 3.29 | 4/18/2028 | — | — | — | — | | | 1,133,561 | — | — | 3.29 | 5/3/2028 | — | — | — | — | | | 684,038 | — | — | 4.70 | 6/4/2029 | — | — | — | — | | | 157,826 | — | — | 3.82 | 5/3/2027 | — | — | — | — | | | — | — | — | — | — | 470,833(1) | 17,514,988 | — | — | | | — | — | — | — | — | — | — | 921,212(2) | 34,269,086 | | | — | — | — | — | — | — | — | 235,294(4) | 8,752,937 | | | — | — | — | — | — | — | — | 77,196(5) | 2,871,691 | | | — | — | — | — | — | — | — | 2,763,636(3) | 102,807,259 | | | — | — | — | — | — | — | — | 235,294(4) | 8,752,937 | | | — | — | — | — | — | — | — | 77,196(5) | 2,871,691 | | Paul Liberman | 274,127(6) | — | — | 3.29 | 4/18/2028 | — | — | — | — | | | 1,511,843(6) | — | — | 3.29 | 5/3/2028 | — | — | — | — | | | 685,950(6) | — | — | 4.70 | 6/4/2029 | — | — | — | — | | | 261,160(6) | — | — | 3.82 | 5/3/2027 | — | — | — | — | | | 484,417(6) | — | — | 0.63 | 3/24/2026 | — | — | — | — | | | — | — | — | — | — | 470,833(1) | 17,514,988 | — | — | | | — | — | — | — | — | — | — | 921,212(2) | 34,269,086 | | | — | — | — | — | — | — | — | 235,294(4) | 8,752,937 | | | — | — | — | — | — | — | — | 77,196(5) | 2,871,691 | | | — | — | — | — | — | — | — | 2,763,636(3) | 102,807,259 | | | — | — | — | — | — | — | — | 235,294(4) | 8,752,937 | | | — | — | — | — | — | — | — | 77,196(5) | 2,871,691 |

  45. Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#)(7) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Option (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Yet Vested (#) | Market Value of Shares or Units of Stock That Have Not Yet Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Yet Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares Units, or Other Rights That Have Not Yet Vested ($) | | R. Stanton Dodge | 1,649,400 | — | — | 2.95 | 11/2/2027 | — | — | — | — | | | 90,634 | — | — | 3.29 | 4/18/2028 | — | — | — | — | | | 201,578 | — | — | 3.29 | 5/3/2028 | — | — | — | — | | | 265,220 | — | — | 4.70 | 6/4/2029 | — | — | — | — | | | — | — | — | — | — | 237,778(1) | 8,845,342 | — | — | | | — | — | — | — | — | — | — | 242,424(2) | 9,018,173 | | | — | — | — | — | — | — | — | 117,646(4) | 4,376,431 | | | — | — | — | — | — | — | — | 38,598(5) | 1,435,846 | | | — | — | — | — | — | — | — | 727,272(3) | 27,054,518 | | | — | — | — | — | — | — | — | 117,646(4) | 4,376,431 | | | — | — | — | — | — | — | — | 38,598(5) | 1,435,846 | | Alan Ellingson | — | — | — | — | — | 97,494(1) | 3,626,777 | — | — | | | — | — | — | — | — | — | — | 381(8) | 14,173 | | | — | — | — | — | — | — | — | 303,030(2) | 11,272,716 | | | — | — | — | — | — | — | — | 11,414(4) | 424,601 | | | — | — | — | — | — | — | — | 37,448(5) | 1,393,047 | | | — | — | — | — | — | — | — | 303,030(3) | 11,272,716 | | | — | — | — | — | — | — | — | 11,414(4) | 424,601 | | | — | — | — | — | — | — | — | 37,448(5) | 1,393,047 | | Jason K. Park | — | — | — | — | — | 274,599(1) | 10,215,083 | — | — | | | — | — | — | — | — | — | — | 242,424(2) | 9,018,173 | | | — | — | — | — | — | — | — | 150,588(4) | 5,601,874 | | | — | — | — | — | — | — | — | 41,685(5) | 1,550,682 | | | — | — | — | — | — | — | — | 363,636(3) | 13,527,259 | | | — | — | — | — | — | — | — | 75,294(4) | 2,800,937 | | | — | — | — | — | — | — | — | 41,685(5) | 1,550,682 |

  46. Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End

    Represents Time-Based RSUs, which were granted on the dates shown in the table below, and generally vest in equal quarterly installments over a four-year period from the date of grant.

  47. Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End

    | Name | February 2021 | February 2022 | February 2023 | February 2024 | May 2024 | Total | | Jason D. Robins | 5,849 | 191,084 | 337,500 | 213,254 | — | 747,687 | | Matthew Kalish | 5,317 | 141,544 | 198,529 | 125,443 | — | 470,833 | | Paul Liberman | 5,317 | 141,544 | 198,529 | 125,443 | — | 470,833 | | R. Stanton Dodge | 2,446 | 70,772 | 99,264 | 65,296 | — | 237,778 | | Alan Ellingson | 213 | 8,032 | 19,263 | 9,643 | 60,343 | 97,494 | | Jason K. Park | 2,659 | 77,141 | 127,059 | 67,740 | — | 274,599 |

  48. Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End

    Represents the 2022 PSUs, which provided an opportunity for recipients to receive Class A Shares based on the achievement of the 2024 PSU Performance Metrics. The 2022 PSUs that were subject to 2024 PSU Performance Metrics could have paid out between 0% and 200% of the target number of Class A Shares underlying such portion of the 2022 PSUs. The Board determined in February 2025 that all the performance goals for the 2022 PSUs that were subject to 2024 PSU Performance Metrics were achieved at maximum level. As a result, the 2022 PSUs that were subject to 2024 PSU Performance Metrics vested in February 2025 and the amounts shown in this column reflect such portion of the 2022 PSUs at maximum level of performance. (3) Represents the 2022 PSUs, which provide an opportunity for recipients to receive Class A Shares based on the achievement of the 2026 PSU Performance Metrics. In the event that the 2026 PSU Performance Metrics are achieved in fiscal year 2026, NEOs can achieve anywhere between 25% and 200% of the target number of Class A Shares underlying such portion of the 2022 PSUs that are subject to 2026 PSU Performance Metrics. The amounts shown in this column reflect the 2022 PSUs that are subject to 2026 PSU Performance Metrics at maximum level of performance. The actual payout values will depend, among other things, on our actual performance through the end of the performance periods and our future stock price. (4) Represents the 2023 PSUs, which provided an opportunity for recipients to receive Class A Shares based on the achievement of the 2024 PSU Performance Metrics. The 2023 PSUs that were subject to 2024 PSU Performance Metrics could have paid out between 0% to 200% of the target number of Class A Shares underlying such portion of the 2023 PSUs. The Board determined in February 2025 that all the performance goals for the 2023 PSUs that were subject to 2024 PSU Performance Metrics were achieved at maximum level. As a result, the 2023 PSUs that were subject to 2024 PSU Performance Metrics vested in February 2025 and the amounts shown in this column reflect such portion of the 2023 PSUs at maximum level of performance. Another portion of the 2023 PSUs are also subject to 2026 PSU Performance Metrics, which represent continued Normalized Net Revenue growth from existing and new customers (driven by core initiatives around customer retention, an increase in our Sportsbook hold percentage, and improved promotional reinvestment) and Normalized Adjusted EBITDA margin expansion (driven by core initiatives around gross margin percentage improvement, increased advertising efficiency, and efficient management of corporate fixed costs). The amounts shown in this column reflect the 2023 PSUs that are subject to 2026 PSU Performance Metrics at maximum level of performance. The actual payout values will depend, among other things, on our actual performance through the end of the performance periods and our future stock price. Represents the 2024 PSUs, which provide an opportunity for recipients to receive Class A Shares based on the achievement of the 2025 PSU Performance Metrics. In the event that the 2025 PSU Performance Metrics are achieved in fiscal year 2025, eligible employees can achieve anywhere between 25% and 200% of the target number of Class A Shares underlying such portion of the 2024 PSUs that are subject to 2025 PSU Performance Metrics. Another portion of the 2024 PSUs are also subject to 2027 PSU Performance Metrics, which are equally aggressive and represent continued Normalized Net Revenue growth from existing and new customers (driven by core initiatives around customer retention, an increase in our Sportsbook hold percentage, and improved promotional reinvestment) and Normalized Adjusted EBITDA margin expansion (driven by core initiatives around gross margin percentage improvement, increased advertising efficiency, and efficient management of corporate fixed costs). The amounts shown in this column reflect the 2024 PSUs that are subject to the 2025 PSU Performance Metrics and 2027 PSU Performance Metrics, in each case, at an expected level of performance of 150%. The actual payout values will depend, among other things, on our actual performance through the end of the performance periods and our future stock price. Indicates options held by the Paul Liberman 2015 Revocable Trust and/or the Paul Liberman 2020 Irrevocable Trust, for which Mr. Liberman has sole investment and voting power. (7) Represents time-based stock options. While the options expire 10 years from the date of the grant, generally, these options vest in installments over a four-year period from the date of grant. (8) Represents PSUs granted to Mr. Ellingson prior to his service as CFO pursuant to an LTIP awarded to certain employees in August 2021 which provided an opportunity for recipients to receive Class A Shares based on the achievement of Revenue targets by the Company. Such PSUs are paid out at 100% in the fiscal year that the Revenue target is met. The Company certified the achievement of the performance conditions underlying such PSUs in February 2025.

  49. Fiscal 2024 Option Exercises and Stock Vested

    Fiscal 2024 Option Exercises and Stock Vested

  50. Fiscal 2024 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Jason D. Robins | 400,000 | 12,226,000 | 442,033 | 17,534,952 | | Matthew Kalish | 21,302 | 811,819 | 287,688 | 11,403,826 | | Paul Liberman | 353,764 | 12,662,982 | 287,613 | 11,400,543 | | R. Stanton Dodge | 585,361 | 23,106,627 | 165,958 | 6,614,919 | | Alan Ellingson | — | — | 29,255 | 1,125,043 | | Jason K. Park | — | — | 173,134 | 6,886,525 |

  51. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The severance benefits for our NEOs are provided under individual employment agreements and, in certain cases, equity award agreements. Upon any termination of employment, each NEO will be entitled to receive, within 30 days following termination, any accrued and vested payments and benefits that have not yet been paid, including unpaid base salary earned, accrued but unused vacation, and reimbursement for any unreimbursed business expenses (collectively, the “Accrued Benefits”). Depending on the type of termination, each NEO may be entitled to receive severance payments in addition to the Accrued Benefits. The narrative disclosure below describes the severance or change-in-control benefits that each NEO would be entitled to receive in addition to the Accrued Benefits (in the case of a termination of employment), and these severance benefits are quantified in the “Potential Payments Upon Termination or Change in Control” table below. Unless otherwise indicated, the narrative disclosure and the amounts estimated in the table assume that the relevant triggering event (a termination of employment or change in control, as applicable) occurred on December 31, 2024 and are based on the terms of the applicable employment agreements and equity award agreements that were in effect on that date. The terms “cause,” “good reason,” “disability,” and “change in control” in this section have the meanings provided in the applicable employment agreement or equity award agreement.

  52. Estimate of Potential Payments Upon Termination or Change in Control

    Estimate of Potential Payments Upon Termination or Change in Control The amounts estimated in the table below assume that the relevant triggering event (a termination of employment or change in control, as applicable) occurred on December 31, 2024 and are based on the terms of the applicable employment agreements and equity award agreements that were in effect on that date. The table assumes that any equity awards that vest in connection with the applicable triggering event that are subject to performance conditions are earned at the target level of performance within the applicable period except as may be noted otherwise, and values equity awards based on the closing price of a Class A Share on December 31, 2024 (the last trading day of 2024) of $37.20.

  53. Estimate of Potential Payments Upon Termination or Change in Control

    | Name | Type of Payment(1) | Termination for Death or Disability ($)(2) | Termination Without Cause or for Good Reason Absent a Change in Control ($)(2) | Termination for Cause or Without Good Reason ($) | Termination Without Cause or for Good Reason in Connection with a Change in Control ($)(2) | | Jason D. Robins | Cash Severance | — | 1,300,000 | — | 2,275,000 | | | Stock Incentives | 142,315,854 | 79,235,201 | — | 142,315,854 | | | Other Benefits | — | 59,658 | — | 59,658 | | | Total | 142,315,854 | 80,594,859 | — | 144,650,512 | | Matthew Kalish | Cash Severance | — | 850,000 | — | 1,381,250 | | | Stock Incentives | 120,146,030 | 70,698,222 | — | 120,146,030 | | | Other Benefits | — | 59,658 | — | 59,658 | | | Total | 120,146,030 | 71,607,880 | — | 121,586,938 | | Paul Liberman | Cash Severance | — | 850,000 | — | 1,381,250 | | | Stock Incentives | 120,146,030 | 70,698,222 | — | 120,146,030 | | | Other Benefits | — | 59,658 | — | 59,658 | | | Total | 120,146,030 | 71,607,880 | — | 121,586,938 | | R. Stanton Dodge | Cash Severance | — | 500,000 | — | 1,150,000 | | | Stock Incentives | 39,869,881 | 22,027,311 | — | 39,869,881 | | | Other Benefits | — | 28,581 | — | 42,871 | | | Total | 39,869,881 | 22,555,892 | — | 41,062,752 | | Alan Ellingson | Cash Severance | — | 400,000 | — | 1,000,000 | | | Stock Incentives | 23,044,321 | 14,651,871 | — | 23,044,321 | | | Other Benefits | — | 30,329 | — | 45,493 | | | Total | 23,044,321 | 15,082,199 | — | 24,089,814 | | Jason K. Park | Cash Severance | — | 350,000 | — | 875,000 | | | Stock Incentives | 35,066,803 | 23,133,532 | — | 35,066,803 | | | Other Benefits | — | 30,329 | — | 45,493 | | | Total | 35,066,803 | 23,513,861 | — | 35,987,296 |

  54. Estimate of Potential Payments Upon Termination or Change in Control

    (1) The “Other Benefits” rows reflect the cost of continued coverage under the Consolidated Omnibus Budget Reconciliation Act based on the following annual rates: for Messrs. Robins, Kalish and Liberman, $29,829, and for Messrs. Park and Ellingson, $30,329. The amounts in these columns reflect performance-based equity awards at target level of performance.

  55. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following disclosure (the “Pay Versus Performance Disclosure”) describes the relationship between executive compensation and the Company’s performance with respect to select financial measures. For a complete description regarding the Company’s compensation program, please see “Compensation Discussion and Analysis.”

  56. PAY VERSUS PERFORMANCE

    | | Summary Compensation Table Total (in millions) | | Compensation “Actually Paid” Total (in millions)(2) | | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (“TSR”) | | | | | Year | PEO(1) | Average of Non-PEO NEOs(1) | PEO | Average of Non-PEO NEOs | DKNG | CDI(3) | Net Income (Loss) (in billions) | Revenue (in billions)(4) | | 2024 | $20.9 | $8.5 | $33.9 | $14.7 | $348 | $186 | $(0.5) | $4.8 | | 2023 | $20.8 | $8.9 | $168.2 | $98.1 | $329 | $144 | $(0.8) | $3.7 | | 2022 | $47.5 | $27.8 | $(28.4) | $(12.7) | $106 | $105 | $(1.4) | $2.2 | | 2021 | $14.0 | $8.9 | $(67.4) | $(37.2) | $257 | $166 | $(1.5) | $1.3 | | 2020 | $236.8 | $126.6 | $584.7 | $226.7 | $435 | $133 | $(1.2) | $0.6 |

  57. PAY VERSUS PERFORMANCE

    (1) The NEOs for 2020-2023 presented above comprised Jason Robins, who is the Company’s Principal Executive Officer (the “PEO”), and Matthew Kalish, Paul Liberman, R. Stanton Dodge and Jason K. Park (collectively for such years, the “non-PEO NEOs”). The NEOs for 2024 comprised the PEO and Matthew Kalish, Paul Liberman, R. Stanton Dodge, Alan Ellingson and Jason K. Park (collectively for 2024, the “non-PEO NEOs”). (2) SEC rules require that certain adjustments be made to the totals set forth in the Summary Compensation Table included in this Proxy Statement (the “Summary Compensation Table”) in order to determine “compensation actually paid” for purposes of this Pay Versus Performance Disclosure. “Compensation actually paid” does not represent cash and/or equity value transferred to the applicable NEO, but rather is a value calculated under applicable SEC rules for purposes of this Pay Versus Performance Disclosure. In general, “compensation actually paid” is calculated as total compensation set forth in the Summary Compensation Table, as adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). None of the NEOs received any awards that failed to meet the applicable vesting conditions during 2024, received any dividends or participated in a defined benefit plan and there have been no amendments to the exercise price of options, so the following table does not include an adjustment for such items. The Company has not adjusted or amended the exercise price of options exercisable for Class A Shares held by the NEOs during 2024. The below table reflects the required adjustments to reconcile total compensation as set forth in the Summary Compensation Table to “Compensation actually paid” for purposes of the Pay Versus Performance Disclosure (in millions unless otherwise noted).

  58. PAY VERSUS PERFORMANCE

    | | Add Year-End Change in: | | | | | | | | | Year | NEO(s) | Summary Compensation Table Total | Subtract Stock Awards(a) | Granted Award Fair Value(b) | Value of Prior Awards(c) | Change in Value of Awards granted and vested in Year(d) | Change in Value of Awards granted and vested in Year(e) | Compensation Actually Paid | | 2024 | PEO | $20.9 | $(19.1) | $9.8 | $17.7 | $3.4 | $1.2 | $33.9 | | | Average of Non- PEO NEOs | $8.5 | $(8.0) | $4.9 | $7.4 | $1.4 | $0.5 | $14.7 | | 2023 | PEO | $20.8 | $(16.1) | $80.9 | $40.9 | $4.0 | $37.7 | $168.2 | | | Average of Non- PEO NEOs | $8.9 | $(7.6) | $50.4 | $19.2 | $1.9 | $25.3 | $98.1 | | 2022 | PEO | $47.5 | $(43.7) | $26.6 | $(37.9) | $1.5 | $(22.4) | $(28.4) | | | Average of Non- PEO NEOs | $27.8 | $(26.7) | $16.5 | $(23.4) | $0.9 | $(7.8) | $(12.7) |

  59. PAY VERSUS PERFORMANCE

    | | Add Year-End Change in: | | | | | | | | | Year | NEO(s) | Summary Compensation Table Total | Subtract Stock Awards(a) | Granted Award Fair Value(b) | Value of Prior Awards(c) | Change in Value of Awards granted and vested in Year(d) | Change in Value of Awards granted and vested in Year(e) | Compensation Actually Paid | | 2021 | PEO | $14.0 | $(11.3) | $4.7 | $(80.2) | $0.8 | $4.6 | $(67.4) | | | Average of Non- PEO NEOs | $8.9 | $(7.7) | $3.2 | $(45.2) | $0.6 | $3.1 | $(37.2) | | 2020 | PEO | $236.8 | $(231.2) | $173.1 | $38.5 | $231.0 | $136.4 | $584.7 | | | Average of Non- PEO NEOs | $126.6 | $(123.9) | $104.6 | $22.0 | $61.6 | $35.8 | $226.7 |

  60. PAY VERSUS PERFORMANCE

    (a) Deduction for the amounts reported in the “Stock Awards” column of the Summary Compensation Table. (b) Increase in fair value, calculated in accordance with FASB ASC 718, as of the end of the reported fiscal year of equity awards granted in the reported fiscal year that were outstanding and unvested as of the end of the reported fiscal year. (c) Change in fair value, calculated in accordance with FASB ASC 718, as of the end of the reported fiscal year from the end of the prior fiscal year, of equity awards granted in prior years that are outstanding and unvested as of the end of the reported fiscal year. (d) Change in fair value, calculated in accordance with FASB ASC 718, as of the vesting date for awards that are granted and vest in the same reported fiscal year. (e) Change in fair value, calculated in accordance with FASB ASC 718, from the end of the prior fiscal year to the vesting date for awards granted in prior years that vest in the reported year. (3) The S&P 500 Consumer Discretionary Index (“CDI”) is a comprehensive index of companies included in the S&P 500 that are classified as members of the consumer discretionary sector, which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K. (4) For 2024 compensation decisions, the Company focused on achievement of Revenue growth, as well as other metrics such as Adjusted EBITDA, through highly effective customer acquisition, retention, engagement, and monetization, enabled by innovative product offerings and technology enhancements across the Company’s product offerings.

  61. Relationships Between Executive Compensation Actually Paid and Select Financial Performance Measures

    Relationships Between Executive Compensation Actually Paid and Select Financial Performance Measures The charts below are based on the information provided in the above table to illustrate the relationships between the Company’s compensation actually paid to the PEO and the average compensation actually paid to the Company’s non-PEO NEOs, with (i) the Company’s cumulative TSR, (ii) the Company’s net income (loss) and (iii) the Company’s Revenue, which the Company has selected as the most important financial performance measure used by the Company to link compensation actually paid to its NEOs for the most recently completed fiscal year and its performance.

  62. CEO PAY RATIO

    CEO PAY RATIO The following table shows the ratio of our CEO’s 2024 annual total compensation to the median 2024 annual total compensation of our other employees.

  63. CEO PAY RATIO

    | CEO 2024 Annual Total Compensation | Median Employee 2024 Annual Compensation | 2024 Ratio of CEO Pay to Median Employee Pay | | $20,901,969 | $89,973 | 232:1 |

  64. CEO PAY RATIO

    The pay ratio rules allow issuers to use the same median employee for comparison purposes for up to three years. We determined that there has been no material change to our employee population or compensation arrangements that would result in a significant change to our pay ratio. However, due to a change in the individual circumstances of the median employee selected as of December 31, 2023, who was a full-time employee located in the United States, we substituted a median employee whose pay was substantially similar to the median employee selected for 2023, in accordance with SEC rules. Additionally, in accordance with SEC rules, the 347 employees of Jackpocket Inc. that became our employees as a result of the closing of the Company’s acquisition of Jackpocket Inc. on May 22, 2024 have been omitted for purposes of calculating the median employee for fiscal year 2024. We calculated the annual total compensation of our median employee in the same way we calculate our NEOs’ annual total compensation in the Summary Compensation Table. In 2024, our median employee earned $62,067 in salary and $27,906 in other compensation elements, for annual total compensation of $89,973. The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  65. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  66. Director Compensation Table

    Director Compensation Table The following table provides information concerning the compensation of each non-employee director who served on DraftKings’ Board of Directors in 2024. DraftKings employees who also served as directors did not receive compensation for their service on the Board of Directors.

  67. Director Compensation Table

    | Name | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Woodrow Levin | 300,167 | 36,500 | 336,667 | | Jocelyn Moore | 317,816 | — | 317,816 | | Ryan Moore | 322,834 | 36,500 | 359,334 | | Valerie Mosley | 310,245 | 15,925 | 326,170 | | Steven Murray | 332,915 | — | 332,915 | | Marni Walden | 325,385 | 12,740 | 338,125 | | Harry Sloan | 305,228 | — | 305,228 |

  68. Director Compensation Table

    (1) The amounts disclosed in this column are computed in accordance with FASB ASC Topic 718 using the valuation methodology for equity awards set forth in Note 11 — Stock-Based Compensation to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The aggregate number of unvested RSUs held as of December 31, 2024 by each individual that served as a non-employee director during the fiscal year ended December 31, 2024 was 6,969. (2) For each of Messrs. Levin and Moore, this includes $36,500 for costs related to Company-sponsored events during the year. For Ms. Mosley, this includes $15,925 for financial planning services. For Ms. Walden, this includes $12,740 for financial planning services.

  69. Director Compensation Program

    Director Compensation Program Our Board of Directors compensation program is designed to provide competitive compensation necessary to attract and retain high-quality non-employee directors and to encourage ownership of DraftKings stock to further align their interests with those of our shareholders. In 2024, our program provided the following compensation for non-employee directors: • An annual retainer of $45,000; • An annual retainer of $20,000 for the chair of the audit committee; $17,500 for the chair of the compensation committee; and $10,000 for the chair of each of the nominating and corporate governance committee, the compliance and risk committee and the transaction committee; • An annual retainer of $10,000 for members of the audit committee; $7,500 for members of the compensation committee; $5,000 for members of the nominating and corporate governance committee and the compliance and risk committee; and $10,000 for members of the transaction committee; and • An equity retainer with a value of $250,000 (based on the fair market value of a Class A Share on the grant date) payable in the form of RSUs, granted upon initial election to the Board and then each year at the annual shareholders meeting that vests at the sooner of the following annual shareholders meeting or the one-year anniversary of the grant. All retainers will be payable quarterly in arrears. The retainers are being delivered in equity until DraftKings is profitable.