DEF 14A of Flutter Entertainment plc
Filed Apr 24, 2025 · FY20240001628280-25-019696
Proposal 1: Election and Re-election of Directors
Proposal 1: Election and Re-election of Directors In accordance with our Articles, all members of the Board retire at each AGM with those eligible standing for election/re-election (as appropriate) each year. The following table provides an overview of the 9 directors nominated for election/re-election at the AGM. If elected/re-elected, each director will serve for a term expiring at the next AGM in 2026 at which point they will retire and may, if eligible, seek re-election. Atif Rafiq has notified us that he is retiring and will not stand for re-election at our 2025 AGM. The Board recommends that you vote ‘‘FOR’’ each director nominee.
Director Nominees
Director Nominees
Director Nominees
| Name | Age | Independent | Audit Committee | | Compensation and Human Resources Committee | | Nominating and Governance Committee | | Risk and Sustainability Committee | | | John Bryant Board Chair | 59 | ● | | | | ● | | ●* | | | | Peter Jackson Chief Executive Officer | 49 | | | | | | | | | | | Robert (Dob) Bennett Non Executive Director | 67 | ● | | | | | | | | ● | | Nancy Cruickshank Non Executive Director | 54 | ● | | ● | | | | | | ●* | | Nancy Dubuc Non Executive Director | 56 | ● | | | | ● | | | | ● | | Alfred F. Hurley, Jr Non Executive Director | 70 | ● | | | | ●* | | ● | | | | Holly Keller Koeppel Non Executive Director | 66 | ● | | ●*† | | | | ● | | ● | | Carolan Lennon Non Executive Director | 58 | ● | | ● | | | | ● | | | | Christine M. McCarthy Non Executive Director | 69 | ● | | ●† | | | | | | | | Atif Rafiq** Non Executive Director | 51 | ● | | | | ● | | | | ● |
Director Nominees
* Committee Chair ** Atif Rafiq is retiring and will not stand for re-election at our 2025 AGM. † Audit Committee Financial Expert
Director Nominees
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Proposal 4: Approval of the Flutter Entertainment plc Amended and Restated 2024 Omnibus Equity Incentive Plan
Proposal 4: Approval of the Flutter Entertainment plc Amended and Restated 2024 Omnibus Equity Incentive Plan On June 26, 2024, upon the recommendation of the Compensation and Human Resources Committee, the Board adopted the Flutter Entertainment plc 2024 Omnibus Equity Incentive Plan (the “2024 Incentive Plan”), with an initial pool of 1,770,000 Shares. As of March 14, 2025, 233,508 Shares remained available for grant under the 2024 Incentive Plan. On April 9, 2025, upon the recommendation of the Compensation and Human Resources Committee, the Board approved the Amended and Restated 2024 Omnibus Equity Incentive Plan (the “Amended Plan”), in the form attached hereto as Annex B, subject to the approval of the shareholders at the AGM. We are seeking shareholder approval to amend the 2024 Incentive Plan to increase the number of Shares reserved for issuance under the 2024 Incentive Plan by an additional 6,750,000 Shares, thereby increasing the total number of Shares under the Amended Plan from 1,770,000 to 8,520,000. We are also amending the 2024 Incentive Plan to clarify that all equity awards are subject to a minimum one-year vesting period, with limited exceptions, and to remove certain share recycling provisions. The use of equity compensation is integral to our compensation philosophy. It is a critical tool in attracting, retaining and aligning the interests of employees and shareholders, particularly as investment in talent continues to be one of our principal capital priorities. If the Amended Plan is approved by our shareholders, we believe the additional Shares will be sufficient to allow us to grant equity awards over the next three to four years, based on our historical equity granting practices and our anticipated headcount growth. The Board recommends that you vote “FOR” the approval of the Amended Plan.
Equity Compensation Is Integral to Our Compensation Philosophy
Equity Compensation Is Integral to Our Compensation Philosophy ✓Equity compensation is: (i) an integral part of our compensation program; (ii) important to our human capital management strategy of successfully attracting and retaining employees in a competitive labor market and keeping employees focused on their individual performance and our success on a broader scale; and (iii) critical to our continued success as a company. ✓Our compensation program is designed to reinforce a long-term perspective and to align the interests of our executives with those of our shareholders.
Our Use of the Amended Plan Is Disciplined and Ensures Alignment with Shareholders
Our Use of the Amended Plan Is Disciplined and Ensures Alignment with Shareholders ✓Minimum vesting condition of one year, but time-based awards typically vest over more than one year and performance periods are generally 3 or 3.5 years for performance-based awards. ✓All equity awards granted include service requirements with typical forfeiture provisions in the case of resignation. ✓Equity ownership guidelines for our directors and NEOs ensure alignment through significant personal investment in the success of our Company. ✓Equity awards granted to our NEOs have included significant performance conditions and long-term service requirements. ✓Directors, officers and employees are prohibited from hedging equity holdings of our Company.
We Manage Our Equity Incentive Program Thoughtfully
We Manage Our Equity Incentive Program Thoughtfully ✓We grant equity awards to a broad range of our employees. By doing so, we align employee interests with those of shareholders. As of December 31, 2024, approximately 91% of all outstanding equity awards (at target), on a share basis, were held by employees who are not NEOs or directors. ✓We manage our long-term shareholder dilution by limiting the number of equity awards granted annually and limiting what we grant to what we believe is an appropriate amount of equity necessary to attract, reward and retain employees. Our three-year average burn rate, which we define as the number of Shares subject to equity awards granted in a fiscal year divided by the weighted average Shares outstanding for that fiscal year, was 0.95% for fiscal years 2022 through 2024.
The Amended Plan Includes Best Practice Design Elements
The Amended Plan Includes Best Practice Design Elements ✓Shareholder approval is required for additional Shares (no evergreen provision) ✓Exchange or repricing programs are not permitted without shareholder approval ✓Limits on awards ✓Minimum vesting period (with limited exceptions) ✓No liberal share recycling ✓All awards are subject to clawback ✓No automatic “single-trigger” accelerated vesting ✓No dividends on unvested awards ✓No liberal change in control definition
Process for Shareholders to Recommend Director Nominees
Process for Shareholders to Recommend Director Nominees Our Articles address the processes by which shareholders may recommend Director nominees, and the policy of the Nominating and Governance Committee is to evaluate such recommendations on a substantially similar basis as it considers other nominees. If you would like to recommend a future nominee for Board membership, you can submit a written recommendation in accordance with our Articles and applicable law, including the name and other pertinent information for the nominee, to our Company Secretary. Please note that Article 59A of our Articles of Association prescribes certain timing and nomination requirements with respect to any such recommendation if an eligible shareholder wishes to have their nominee included in our proxy materials for our AGM (see “Shareholder Proposals and Nominations for Our 2026 AGM”).
Meet the Board of Directors
Meet the Board of Directors This section of our Proxy Statement contains information about our Board, each member of which is seeking election/re-election at the AGM, with the exception of Mr. Rafiq, who will not seek re-election and will step down from our Board at the conclusion of our AGM, as well as key elements of our corporate governance practices. The Board places great value on strong governance controls, and we have structured our corporate governance in a manner we believe closely aligns with the best interests of the Company and our shareholders as a whole. The nominees have consented to being named in this Proxy Statement and to serve if elected/re-elected (as appropriate). The Board has no reason to believe that any nominee will be unavailable or unable to serve as a director, but if for any reason any nominee should not be available or able to serve prior to the date of the AGM, the votes represented by all valid proxies cast in favor of that nominee will be cast by the person or persons acting under said proxy in accordance with the recommendation of the Board.
Meet the Board of Directors
| John Bryant Age: 59 Director since April 2023; Chair since September 2023 | John Bryant joined Kellogg Company, a multinational food manufacturing company, in 1998 and served as chief executive officer from January 2011 to September 2017, having previously held a variety of roles, including chief financial officer; president, North America; president international; and chief operating officer. Mr. Bryant joined the board of Kellogg Company in July 2010 and served as chair of the board from July 2014 to March 2018. He also served as a trustee of the W. K. Kellogg Foundation Trust from 2015 to 2018 and was also a non-executive director of Macy's Inc. from January 2015 until May 2023. He also currently serves as a non-executive director at Compass Group Plc, Ball Corporation and Coca-Cola Europacific Partners. Mr. Bryant holds a bachelor’s degree in business and commerce from Australian National University and earned a master’s degree in business administration from the Wharton School at the University of Pennsylvania and a graduate certificate in cybersecurity from Harvard Extension School. Key strengths and experience •Extensive experience with leading a global consumer goods company •Significant expertise in financial, operational and strategic leadership |
Meet the Board of Directors
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Meet the Board of Directors
| Peter Jackson Age: 49 Director since February 2016; CEO since January 2018 | Peter Jackson was appointed as the chief executive officer of Flutter in January 2018. He joined as a non-executive director of Betfair Group plc in April 2013, and, following the merger of Betfair Group plc with the Group, became a non-executive director of the Group in February 2016. Previously, Mr. Jackson was the chief executive officer of Worldpay UK, an operating division of Worldpay Group plc. He was formerly the chief executive officer of Travelex Group. He then joined Banco Santander as head of global innovation and as a director of Santander UK Group Holdings plc. Mr. Jackson’s previous experience includes senior positions at Lloyds and Halifax Bank of Scotland, as well as time at McKinsey & Company. Mr. Jackson is also currently a non-executive director of Deliveroo plc. Mr. Jackson holds a master’s degree in engineering from Cambridge University. Key strengths and experience •Extensive experience in leading consumer businesses with international reach within a highly regulated industry •Technology and digital consumer sector expertise |
Meet the Board of Directors
| Robert (Dob) Bennett Age: 67 Director since July 2024 | Robert (Dob) Bennett is the Managing Director of Hilltop Investments, LLC, a private investment company, a position he has held since 2005. Previously, Mr. Bennett served as President of Discovery Holding Company, a media and entertainment company. Before that, Mr. Bennett served as President and Chief Executive Officer, Principal Financial Officer at Liberty Media Corporation (“Liberty Media”), a video and online commerce company. Prior to his tenure at Liberty Media, Mr. Bennett worked at Tele-Communications, Inc. and The Bank of New York. Mr. Bennett currently serves as Vice Chairman of the board of directors of Liberty Media. Previously, he has served as a director of HP Inc., Warner Bros. Discovery, Inc., Sprint Corporation, Demand Media, Inc., Discovery Holding Company, Liberty Interactive Corporation and Sprint Nextel Corporation. Mr. Bennett holds a bachelor's degree in Economics from Denison University and an MBA from Columbia University. Key strengths and experience •Extensive experience with financial and strategic leadership responsibilities •Deep operating expertise in sports, entertainment and media |
Meet the Board of Directors
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Meet the Board of Directors
| Nancy Cruickshank Age: 54 Director since May 2019 | Nancy Cruickshank is a serial entrepreneur and digital leader, and presently works as an operating partner at Exponent PE as part of a plural non-executive portfolio. Her last start-up, My Showcase, was named by the Sunday Times as one of the 15 fastest-growing start-ups in the United Kingdom in 2016, and was acquired by Miroma Group in February 2018. Ms. Cruickshank previously worked in the digital industry for over 25 years, including launching Condé Nast online in 1996, overseeing Telegraph Media Group’s Digital business and developing the fashion and beauty market leader Handbag.com between 2001 and 2006, leading to a successful sale to Hearst Corporation in 2006. She is currently also a chair of the board of directors of Go City and a non-executive director at Oodle Car Finance and Allegro.EU SA. Ms. Cruickshank holds a bachelor’s degree in history from Leeds University. Key strengths and experience •Extensive digital and entrepreneurial expertise •A wealth of Non-Executive Director experience |
Meet the Board of Directors
| Nancy Dubuc Age: 56 Director since April 2021 | Nancy Dubuc held the position of chief executive officer of VICE Media Group, a digital media and broadcasting company, from January 2018 until February 2023, where she was responsible for the definition, strategic growth and performance of the organization’s five distinct global lines of business – VICE TV, VICE News, Digital Publishing, Global Studios and Virtue, the company’s global creative agency. In 2019, she led the acquisition and integration of Refinery29 and expanded VICE News globally. Ms. Dubuc joined VICE after having been one of its board members. VICE Media Group filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in May 2023. Prior to VICE, Ms. Dubuc was president & chief executive officer of A+E Networks, where she launched A+E Studios and A&E Indie Films and led their global expansion and digital migration. Ms. Dubuc currently serves as a director and chair of the audit committee of Warner Music Group Corp. and a director of WEBTOON Entertainment Inc. Ms. Dubuc holds a bachelor of science degree in communications from Boston University. Key strengths and experience •Extensive media, digital and publishing experience •Significant number of years’ experience in senior leadership |
Meet the Board of Directors
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Meet the Board of Directors
| Alfred F. Hurley, Jr. Age: 70 Director since May 2020 | Alfred F. Hurley, Jr. joined the Group as the lead director of TSG and chairman of TSG’s compensation committee and, following TSG’s merger with the Group, became an independent non-executive director of Flutter in May 2020. Prior to that, he was vice chair and chief risk officer of Emigrant Bank and Emigrant Bancorp and, before that, was the chief executive officer of M. Safra & Co., a private money management firm. Mr. Hurley spent most of his career at Merrill Lynch, where he was an investment banker and held various management positions, including senior vice president of Merrill Lynch & Co. He is currently the chair of the nomination and governance committee and compensation committee of New Mountain Finance Corporation, as well as a director for NMF SLF I, Inc., New Mountain Guardian IV BDC, L.L.C. and New Mountain Guardian IV Income Fund, L.L.C. In addition, Mr Hurley is a director of Ligado Networks LLC and the Chairman of TSI Holdings, Inc (holding company for TransWorldSystems, Inc). He also serves as Chair of Ligado’s audit committee and on TSI Holdings’ compensation, audit and risk and compliance committees. Previously, he served as a director of Datasite from 2013 to 2020, where he was the chair of the compensation, human resources and governance committee and a member of the audit committee. He also previously served as Chairman of Purified Ingredients, Inc from 2019 to 2020, where he also served as an audit committee member and chairman of their compensation committee. Mr. Hurley graduated from Princeton University with a bachelor of arts degree in history, cum laude. Key strengths and experience •Extensive board experience in both private and public sector •Strong financial services, corporate governance and risk management experience |
Meet the Board of Directors
| Holly Keller Koeppel Age: 66 Director since May 2021 | Holly Keller Koeppel was a senior adviser to Corsair Capital LLC, a specialized investment firm, up until April 2018, where she had previously served as managing partner and co-head of infrastructure from 2015 until her retirement in 2017. From 2010 to 2015, Ms. Koeppel was partner and global co-head of Citi Infrastructure Investors, a division of Citigroup. Ms. Koeppel served as executive vice president and chief financial officer for American Electric Power Corporation from 2006 to 2009. Prior to 2000, Ms. Koeppel held a series of senior operational executive leadership positions in American Electric Power Company, Inc. and Consolidated Natural Gas Company. Until May 2021, Ms. Koeppel served as Non-Executive Director of Vesuvius plc. She currently serves as a non-executive director of British American Tobacco plc, AES Corporation and Core Natural Resources, Inc. She holds both a bachelor of science degree in business administration and an MBA from Ohio State University. Key strengths and experience •Broad international experience in consumer goods, commodities and energy •Extensive experience with operational and financial leadership responsibilities in infrastructure and energy |
Meet the Board of Directors
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Meet the Board of Directors
| Carolan Lennon Age: 58 Director since July 2022 | Carolan Lennon is currently the country lead for Salesforce Ireland, a cloud-based software company, and, prior to that, was the chief executive officer of eir Limited, a major Irish telecoms company, from 2018 to 2022. Before that position, she held a variety of executive roles at eir Limited, including managing director of Open eir and acting managing director consumer and chief commercial officer. Prior to joining eir, she held a number of senior roles in Vodafone Ireland, including consumer director and marketing director. Also, Ms. Lennon was the former Senior Independent Director at AIB Group plc. Ms. Lennon holds a bachelor's degree in information technology from University College Dublin and an MBA from Trinity College Dublin. Key strengths and experience •Significant experience of regulated consumer facing digital businesses •Significant senior management, operational and sustainability experience |
Meet the Board of Directors
| Christine M. McCarthy Age: 69 Director since July 2024 | Christine M. McCarthy was formerly the Senior Executive Vice President and Chief Financial Officer of The Walt Disney Company (“Disney”), a multinational media entertainment company, from 2015 until June 2023. She most recently served as a Strategic Advisor of Disney from July 2023 until June 2024. Prior to her appointment as Chief Financial Officer, she held positions of increasing responsibility at Disney, serving as Executive Vice President, Corporate Real Estate, Alliances and Treasurer from 2005 to 2015, after joining Disney as Senior Vice President and Treasurer in January 2000. Ms. McCarthy previously served as Executive Vice President and Chief Financial Officer of Imperial Bancorp from 1997 to December 1999. Ms. McCarthy currently serves as a director of The Procter & Gamble Company and is the Chair of its Audit Committee, is a director of FM Global and the Chair of its Finance Committee, and is a director of CoStar Group. She is also on the board of civic and educational organizations and is on the Board of Trustees of the Westridge School in Pasadena, and the Board of Trustees of the Carnegie Institution for Science having previously been on the Boards of the Los Angeles Philharmonic Association, UCLA Anderson School of Management, Smith College, and Phoenix Houses of California, Inc. Ms. McCarthy holds a bachelor's degree in Biological Sciences from Smith College and an MBA in finance and marketing from the John E. Anderson Graduate School of Management-UCLA. Key strengths and experience •Extensive financial experience in consumer businesses •Significant senior management and strategic experience |
Meet the Board of Directors
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Director Compensation for Fiscal Year 2024
Director Compensation for Fiscal Year 2024 The compensation of our NEDs is set by the Board with account taken of the time and responsibility involved in each role, including, where applicable, the Chairship of Board Committees. The fees for the NEDs from January 1, 2024 to August 1, 2024 are set out in the table below:
Director Compensation for Fiscal Year 2024
| Role | Annual Cash Retainer | | Board Chair Fee | €630,000 | | Non-Executive Director Base Fee(1) | €145,000 | | Additional Fees: | | | Senior Independent Director | €30,000 | | Audit Committee Chair | €30,000 | | Compensation and Human Resources Committee Chair | €30,000 | | Nominating and Governance Committee Chair | €20,000 | | Risk and Sustainability Committee Chair | €30,000 |
Director Compensation for Fiscal Year 2024
1.The Board Chair does not receive the Non-Executive Director Base Fee. NED fees were reviewed by the Board in 2024 to better align with U.S. market standards. As a result of such review, annual cash retainers were lowered and are now denominated in U.S. dollars, and an annual equity grant component was added. The Board adopted the following fee schedule effective from August 1, 2024:
Director Compensation for Fiscal Year 2024
| Role | Annual Cash Retainer | Annual Equity Grants | | Board Chair Fee(1) | $175,000 | $325,000 | | Non-Executive Director Base Fee | $110,000 | $205,000 | | Additional Fees: | | | | Audit Committee Chair | $30,000 | $— | | Compensation and Human Resources Committee Chair | $25,000 | $— | | Nominating and Governance Committee Chair(1) | $20,000 | $— | | Risk and Sustainability Committee Chair | $25,000 | $— |
Director Compensation for Fiscal Year 2024
1.The Board Chair does not receive the Non-Executive Director Base Fee. If the Board Chair holds the position of Nominating and Governance Committee Chair, no fee will be paid for the Nomination Committee role.
Director Compensation for Fiscal Year 2024
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Director Compensation for Fiscal Year 2024
The total 2024 compensation of the NEDs is set forth in the table below:
Director Compensation for Fiscal Year 2024
| Name | Fees earned or paid in cash(1) ($) | Stock awards(2) ($) | All other compensation(3) ($) | Total ($) | | John Bryant | 470,730 | 325,000 | — | 795,730 | | Robert (Dob) Bennett | 46,679 | 205,000 | — | 251,679 | | Nancy Cruikshank | 155,884 | 205,000 | — | 360,884 | | Nancy Dubuc | 137,394 | 205,000 | — | 342,394 | | Richard Flint(3) | 53,131 | — | 15,750 | 68,881 | | Alfred Hurley, Jr. | 166,754 | 205,000 | — | 371,754 | | David Lazzarato(3) | 64,123 | — | 13,870 | 77,993 | | Holly Koeppel | 182,388 | 205,000 | — | 387,388 | | Carolan Lennon | 137,394 | 205,000 | — | 342,394 | | Christine M. McCarthy | 46,679 | 205,000 | — | 251,679 | | Atif Rafiq | 137,394 | 205,000 | — | 342,394 |
Director Compensation for Fiscal Year 2024
1.Amounts shown from January 1, 2024 to July 31, 2024 are the U.S. dollar equivalent paid utilizing the average monthly exchange rate of Euros to U.S. dollars as reported by XE Corporation Inc. 2.The amounts in this column reflect the aggregate awards of RSUs granted in fiscal year 2024 in accordance with Accounting Standards Codification Topic 718, Compensation–Stock Compensation (‘‘ASC Topic 718’’). A discussion of the assumptions used in calculating these values can be found in Note 19 to our 2024 audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. 3.Mr. Flint and Mr. Lazzarato stepped down from the Board following our 2024 AGM. Upon their retirement from the Board, Mr. Flint and Mr. Lazzarato received retirement gifts. Mr. Flint received a £10,000 Charitable Donation in his name and a £2,500 gift voucher, and Mr. Lazzarato received a CAN$15,000 Charitable Donation in his name and a CAN$4,000 gift voucher. The value of these items are expressed in U.S. dollars utilizing the average monthly exchange rate for May 2024 of British Pound Sterling to U.S. dollars and Canadian dollars to U.S. dollars, as reported by XE Corporation Inc.
Director Compensation for Fiscal Year 2024
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Director Compensation for Fiscal Year 2024
Proposal 2: Advisory Resolution to Approve Executive Compensation In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, we are including in these proxy materials a separate resolution to approve, in a non-binding advisory vote of shareholders, the compensation of our NEOs as disclosed below. The text of the resolution in respect of Proposal 2 is as follows: ‘‘That, on an advisory basis, the compensation paid to the Company’s Named Executive Officers as disclosed in this Proxy Statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables, and any related narrative discussion, is hereby approved.’’ In considering your vote, you may wish to review with care the information on our compensation policies and decisions regarding the NEOs presented in the Compensation Discussion and Analysis section of this Proxy Statement below. As an advisory vote, the outcome of the vote on Proposal 2 will not be binding on the Company. However, our Compensation and Human Resources Committee values the opinions and views of shareholders and will consider the outcome of the vote when making future compensation decisions regarding our compensation structures for our NEOs.
VOTE
Proposal 4: Approval of the Flutter Entertainment plc Amended and Restated 2024 Omnibus Equity Incentive Plan Upon the recommendation of the Compensation and Human Resources Committee, the Board adopted the Flutter Entertainment plc 2024 Omnibus Equity Incentive Plan (the “2024 Incentive Plan”), with an initial pool of 1,770,000 Shares. As of March 14, 2025, 233,508 Shares remained available for grant under the 2024 Incentive Plan. On April 9, 2025, the Board approved the Amended and Restated 2024 Omnibus Equity Incentive Plan (the “Amended Plan”), in the form attached hereto as Annex B, subject to the approval of the shareholders at the AGM. We are seeking shareholder approval to amend the 2024 Incentive Plan to increase the number of Shares reserved for issuance under the 2024 Incentive Plan by an additional 6,750,000 Shares, thereby increasing the total number of Shares under the Amended Plan from 1,770,000 to 8,520,000. We are also amending the 2024 Incentive Plan to clarify that all equity awards are subject to a minimum one-year vesting period, with limited exceptions, and to remove certain share recycling provisions. The Board believes that the Shares to be added by this amendment are necessary to meet the Company’s anticipated equity compensation needs. This estimate is based on a forecast that takes into account our anticipated rate of growth in hiring, an estimated range of our stock price over time, our historical burn rates, our current mix of award types under the 2024 Incentive Plan, the number of Shares we have currently available for grant under our 2024 Incentive Plan, as well as proxy advisory firm guidelines and compensation best practices. In addition, in assessing the appropriate terms of the Amended Plan, our Compensation and Human Resources Committee considered, among other items, our compensation philosophy and practices, feedback from our shareholders, and input from Pearl Meyer, the Compensation and Human Resources Committee’s independent compensation consultant. Approval of Proposal 4 requires that a simple majority of votes cast in person or by proxy at the AGM must be cast “FOR” the resolution. Abstentions and broker non-votes are not considered votes cast and will not impact the outcome of the vote on this Proposal.
Equity awards are an essential part of our compensation program
Equity awards are an essential part of our compensation program Equity-based incentive compensation is, and will continue to be, an integral part of our compensation program and our continued success as a company. Equity compensation is important to our human capital management strategy of successfully attracting and retaining employees in a competitive labor market, and keeping employees focused on their individual performance and our success on a broader scale. As outlined in the “Compensation Discussion and Analysis” section of this Proxy Statement, our compensation program is designed to reinforce a long-term perspective and to align the interests of our executives with those of our shareholders. The Amended Plan will permit us to reward the efforts of our employees and our non-employee directors and to attract new personnel by providing incentives in the form of share-based awards, including options to purchase Shares, restricted share units, performance shares and other share-based awards, as well as cash-incentive-based awards. If shareholders do not approve this proposal, the Company will not be able to grant new equity awards, which can hinder its ability to attract and retain top talent and the Company’s overall compensation strategy could be affected, potentially leading to a heavier reliance on cash that is reserved for other purposes.
Equity awards are an essential part of our compensation program
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Additional Shares are important to help us to meet our anticipated equity compensation needs
Additional Shares are important to help us to meet our anticipated equity compensation needs The following summarizes how equity is used as part of our compensation program: ✓We grant equity awards to a broad range of our employees. By doing so, we align employee interests with those of shareholders. Approximately 91% of all outstanding equity awards (at target), on a share basis, as of March 14, 2025, were held by employees who are not NEOs or directors. ✓We manage our equity incentive program thoughtfully. We manage our long-term shareholder dilution by limiting the number of equity awards granted annually and limiting what we grant to what we believe is an appropriate amount of equity necessary to attract, reward and retain employees. Our three-year average burn rate, which we define as the number of Shares subject to equity awards granted in a fiscal year divided by the weighted average Shares outstanding for that fiscal year, was 0.95% for fiscal years 2022 through 2024. ✓For the 2024 performance year, performance-based long-term share/equity incentives represented 63% of the total direct compensation for our CEO and an average of 31% of the total direct compensation for our other NEOs. ✓Our longstanding practice has been for time-based awards to typically vest over more than one year and performance periods are generally 3 or 3.5 years for performance-based awards.
Additional Shares are important to help us to meet our anticipated equity compensation needs
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Information Regarding Company Equity Awards in the Last Three Fiscal Years
Information Regarding Company Equity Awards in the Last Three Fiscal Years Information provided in the table below includes awards granted under the 2024 Incentive Plan, 2023 Long-Term Incentive Plan, 2016 Restricted Share Plan, FanDuel Group Value Creation Award, 2015 Sharesave Scheme, 2015 Long-Term Incentive Plan, 2015 Medium-Term Incentive Plan, 2015 Deferred Share Incentive Plan, 2022 Supplementary Restricted Share Plan and Stars Group Equity Plans. As of the effective date of the 2024 Incentive Plan, the Company ceased issuing awards under all its previous equity plans, other than the 2015 Sharesave Scheme under which awards continued to be issued and were counted against the 2024 Incentive Plan pool. From the Effective date of the Amended Plan, Sharesave awards will be granted under the Amended Sharesave Scheme (Proposal 6), subject to shareholder approval, and will not count against the 2024 Incentive Plan or the Amended Plan.
Information Regarding Company Equity Awards in the Last Three Fiscal Years
| Fiscal Year | Stock Options Granted (1) | RSUs & Other Time-Based Stock Granted(2) | PSUs & Other Performance-Based Stock Granted | Total Granted | Weighted Average Number of Shares Outstanding | Equity Burn Rate (3) | | 2024 | 181,219 | 992,560 | 171,077 | 1,344,855 | 178,147,546 | 0.75% | | 2023 | 236,977 | 1,065,487 | 152,379 | 1,454,843 | 177,341,746 | 0.82% | | 2022 | 270,954 | 1,639,302 | 337,997 | 2,248,252 | 176,833,439 | 1.27% |
Information Regarding Company Equity Awards in the Last Three Fiscal Years
1.Reflects a portion of awards granted under the 2015 Sharesave Scheme, which is a discounted share option Save As You Earn (“Sharesave”) program similar to an Employee Stock Purchase Plan (“ESPP”) for all employees outside the U.S. Prior to the Effective Date of the Amended Plan, Sharesave participants were invited to save up to the monthly limit over a three-year period and use these savings to buy shares in the Company at up to the maximum discount (twenty percent (20%) to twenty-five percent (25%) of market price) allowable in the relevant jurisdiction. Amounts in this column include only those Sharesave awards that were granted with a discount greater than twenty percent (20%) and excludes 60,352, 93,136 and 90,543 Sharesave awards that were granted with a discount up to twenty percent (20%) in the same years. Upon the approval of the Amended Plan, the Company will no longer count future Sharesave award grants against the 2024 Incentive Plan or the Amended Plan. Going forward, subject to shareholder approval, Sharesave awards will be granted under the Amended Sharesave Scheme in which the Company reduced the maximum discount from twenty-five percent (25%) to twenty percent (20%) in order to align with the U.S. best practices (refer to Proposal 6 for more details). 2.2023 RSU & Other Time-Based Stock Granted number excludes 995,450 shares that were granted in-lieu of earned cash incentive compensation and was a value-neutral exchange. 3.Equity burn rate is the total number of Shares subject to stock options, restricted share units, performance share units and other time-based and performance-based equity awards granted in the year divided by the weighted average number of Shares outstanding during the fiscal year.
Information Regarding Company Share Dilution and Overhang
| Stock Options Outstanding (1) | Non-vested RSUs and PSUs Outstanding (2) | Shares Available for Future Grant (3) | Total Shares Outstanding or Available for Future Grant | Shares of Common Stock Outstanding at Fiscal Year End (less Treasury stock) | Diluted Overhang at 3/14/25 (4) | Additional Share Request from Amendment No. 4 (3) | Diluted Overhang Including Share Request (5) | | 546,514 | 3,620,822 | 233,508 | 4,400,844 | 178,147,546 | 2.32% | 6,750,000 | 5.89% |
Awards
Awards The Amended Plan provides that the Compensation and Human Resources Committee may grant or issue stock options (including ISOs), SARs, restricted Shares, RSUs, bonus Shares, cash incentive awards and other equity-based or equity-related awards, or any combination thereof. Each award will be set forth in a separate agreement with the person receiving the award and will indicate the type, terms and conditions of the award, including the exercise price, vesting schedule and treatment of awards upon termination of employment, if applicable. Vesting provisions require certain conditions to be met, such as continued employment or specified performance goals, before a participant may receive the Shares underlying an award or before such Shares become freely tradeable and nonforfeitable. Stock Options and SARs. A stock option is an award granted under the Amended Plan that represents the right to purchase Shares at a specified price (the exercise price) in accordance with the terms of the award agreement. Stock options will be either nonqualified stock options (“NQSOs”) or ISOs. A SAR is an award granted under the Amended Plan that represents an unfunded and unsecured promise to deliver Shares, cash, other securities, other awards or other property equal in value to the excess, if any, of the fair market value per Share over the exercise price per Share of the SAR in accordance with the terms of the award agreement. The exercise price per Share subject to each option and SAR shall be set by the Compensation and Human Resources Committee. Subject to the adjustment of awards described below, following shareholder approval of the Amended Plan, in no event may any option or SAR (i) be amended to decrease the exercise price thereof, (ii) be canceled at a time when its exercise price exceeds the fair market value of the underlying Shares in exchange for another award under the Amended Plan or any other equity compensation plan or any cash payment or (iii) be subject to any action that would be treated, for accounting purposes, as a “repricing” of such option or SAR, unless such amendment, cancellation or action is approved by the Company’s shareholders.
Awards
Restricted Shares and RSUs. A restricted Share is a Share granted under the Amended Plan that is subject to certain transfer restrictions, forfeiture provisions and other terms and conditions specified in the Amended Plan and the applicable award agreement. An RSU is an award granted under the Amended Plan that is designated as such in the applicable award agreement and that represents an unfunded and unsecured promise to deliver Shares, cash, other securities or other property in accordance with the terms of the award agreement. Restricted Shares and RSUs may be granted to any eligible individual selected by the Compensation and Human Resources Committee and will be made subject to such restrictions or vesting conditions as may be determined by the Compensation and Human Resources Committee. Restricted Shares, typically, will be forfeited for no consideration or repurchased by the Company at the original purchase price or such other amount as may be specified in the award agreement if the conditions or restrictions on vesting are not met. The Amended Plan provides that restricted Shares generally may not be sold or otherwise transferred until restrictions are removed or expire. Except as provided in the applicable award agreement, recipients of restricted Shares will have rights of a shareholder (including voting rights) prior to the time when the restrictions lapse. Unlike restricted Shares, recipients of RSUs generally will not have any rights as a shareholder with respect to any Shares to be distributed under the Amended Plan until the participant or beneficiary, as applicable, has become the holder of such Shares. Any dividends or dividend equivalents that may be payable with respect to the restricted Shares and RSUs will be accumulated in a manner determined by the Compensation and Human Resources Committee and will only be paid out to the extent that the restricted Shares or RSUs vest (without prejudice to the right of the Compensation and Human Resources Committee to determine that dividends or dividend equivalents may be provided for in respect of any period that may elapse between a restricted Share or RSU being earned (in whole or in part) and the delivery to the participant of the resulting Shares, cash, other securities, other awards or other property). Bonus Shares. Bonus Shares are Shares that are awarded with or without cost (except for payment by the holder of such award in cash of the nominal value per Share, if required by applicable law) and without restrictions either in recognition of past performance, as an inducement to become a director, officer, employee or consultant of the Company or any of its affiliates or, with the consent of the award holder, as payment in lieu of any cash compensation otherwise payable to such holder. Cash Incentive Awards and Other Equity-Based or Equity-Related Awards. The Compensation and Human Resources Committee may grant cash incentive awards and other equity-based or equity-related-based awards (whether payable in cash, equity or otherwise), including fully vested Shares, in such amount and subject to such terms and conditions as the Compensation and Human Resources Committee determines.
Change in Control
Change in Control In the event that a change in control of the Company occurs and the surviving entity or successor corporation in such change in control does not assume or substitute outstanding awards (or any portion thereof) granted under the Amended Plan, then, unless the Compensation and Human Resources Committee determines otherwise, such awards will fully vest and become fully exercisable, as applicable, as of immediately prior to such change in control, with performance-based awards vesting at either target level, which may be pro-rated, or actual achievement, as determined by the Compensation and Human Resources Committee. In addition, the Compensation and Human Resources Committee may, in its sole discretion, upon or in anticipation of a change in control, terminate outstanding awards after giving the participant an opportunity to exercise the awards or terminate the awards for no consideration if the awards have no value (as determined by the Compensation and Human Resources Committee in its sole discretion).
Change in Control
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Change in Control
Under the Amended Plan, a change in control means the occurrence of any of the following events: (1)a transaction or series of transactions (other than an offering of Shares to the general public through a registration statement filed with the SEC) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (or person or group of persons deemed to be “acting in concert” for the purposes of the Irish Takeover Rules) directly or indirectly acquires beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of securities of the Company possessing fifty percent (50%) or more of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; provided, however, that the following acquisitions will not constitute a change in control: (a) any such acquisition by the Company or any of its subsidiaries; (b) any such acquisition by an employee benefit plan maintained by the Company or any of its subsidiaries; (c) any acquisition that is excluded pursuant to the provisions described in clauses (i), (ii) or (iii) of paragraph (3) below; (d) any such acquisition which is made by a central securities depositary (or its nominee) or any other operator of a securities settlement system for the purpose of Shares becoming eligible for admission to a securities settlement system operated by that central securities depositary, or other operator; or (e) in respect of an award held by a particular participant, any such acquisition by such participant or any group including such participant (or any entity controlled by such participant or any group including such participant); (2)the incumbent directors cease for any reason to constitute a majority of the Board in any twelve (12)-month period; (3)the consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries and whether or not effected pursuant to a compromise or arrangement sanctioned by the court under Chapter 1 of Part 9 of the Companies Act 2014 of Ireland, as amended from time to time, or any successor statute thereto (the “Companies Act”), an acquisition pursuant to Chapter 2 of Part 9 of the Companies Act or a conversion, merger or division pursuant to the European Union (Cross – Border Conversions, Mergers and Divisions) Regulations 2023) of (x) a merger, consolidation, reorganization, or business combination, (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case, other than a transaction: (i) which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)), directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, (ii) after which no person or group beneficially owns voting securities representing fifty percent (50%) or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated as beneficially owning fifty percent (50%) or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction, and (iii) after which at least a majority of the members of the board of directors (or analogous governing body) of the Successor Entity were Board members at the time of the Board’s approval of the execution of the initial agreement providing for such transaction; or (4)the approval by the shareholders of a plan or proposal for the winding up of the Company. Notwithstanding the foregoing, if a change in control constitutes a payment event with respect to any award (or any portion of an award) that provides for the deferral of compensation that is subject to Section 409A of the Code (“Section 409A”), to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described in paragraphs (1), (2), (3) or (4) above with respect to such award (or portion thereof) will only constitute a change in control for purposes of the payment timing of such award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).
Change in Control
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Change in Control
The Board will have full and final authority, which will be exercised in its sole discretion, to determine conclusively whether a change in control has occurred pursuant to the above definition, the date of the occurrence of such change in control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a change in control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) will be consistent with such regulation.
Minimum Vesting
Minimum Vesting Subject to treatment otherwise permitted in connection with a change in control of the Company, no award granted under the Amended Plan (other than cash incentive awards and any other cash-based awards) will vest earlier than the first anniversary of the date on which the award was granted, provided that the Compensation and Human Resources Committee may grant awards representing up to a maximum of five percent (5%) of the Share Limit (subject to certain adjustments) that will not be subject to such minimum vesting requirement. Such minimum vesting requirement does not apply to: (i) awards granted to non-employee directors that will vest on the earlier of the one-year anniversary of the date of grant and the next annual general meeting of the Company’s shareholders, provided that such vesting will occur no sooner than fifty (50) weeks after the date of grant, (ii) awards that vest or become exercisable due to a participant’s death or disability, (iii) Substitute Awards, or (iv) awards settled in Shares in lieu of fully vested cash-based awards that were subject to the minimum vesting requirement.
Section 409A of the Code
Section 409A of the Code Certain types of awards under the Amended Plan, including RSUs and cash incentive awards, may constitute, or provide for, a deferral of compensation subject to Section 409A. Unless certain requirements set forth in Section 409A are complied with, holders of such awards may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and may be subject to an additional twenty percent (20%) penalty tax (and, potentially, certain interest penalties). To the extent applicable, the Amended Plan and awards granted under the Amended Plan will be structured and interpreted in a manner that is intended to be exempt from, or comply with, Section 409A and the Department of Treasury regulations and other interpretive guidance that may be issued under Section 409A. In the event the Compensation and Human Resources Committee determines that any award may be subject to Section 409A, the Compensation and Human Resources Committee may (but is not obligated to), without a holder’s consent, adopt amendments to the Amended Plan and applicable award agreements or adopt policies and procedures that the administrator determines are necessary or appropriate to avoid the imposition of taxes or penalties under Section 409A. The Company has no obligation under the Amended Plan or otherwise to take any action (whether or not described herein) to avoid the imposition of taxes, penalties or interest under Section 409A with respect to any award and will have no liability to any holder or any other person if any award, compensation or other benefits under the Amended Plan are determined to constitute non-compliant “non-qualified deferred compensation” subject to the imposition of taxes, penalties or interest under Section 409A.
Non-Qualified Stock Options
Non-Qualified Stock Options There is no taxable income to the participant when the NQSO is granted, and the Company will not be entitled to a deduction at the time of grant. Generally, upon the exercise of an NQSO, the participant will recognize ordinary income, and the Company will be entitled to a deduction, in an amount equal to the difference between the fair market value of the Shares on the date of exercise and the option exercise price. The participant’s basis for the Shares for purposes of determining the participant’s gain or loss on subsequent disposition of such Shares generally will be the fair market value of the Shares on the date the option is exercised. Any subsequent gain or loss will be generally taxable as capital gain or loss.
Incentive Stock Options
Incentive Stock Options There is no taxable income to the participant when an ISO is granted or when the ISO is exercised. However, the amount by which the fair market value of the Shares at the time of exercise exceeds the option exercise price will be an “item of adjustment” for the participant for purposes of the alternative minimum tax. Gain realized by the participant on the sale of an ISO is taxable at capital gains rates, and no tax deduction is available to the Company at any time, unless the participant disposes of the Shares within (a) two years after the date of grant of the ISO or (b) one year after the date the Shares were transferred to the participant. If the Shares are sold or otherwise disposed of before the end of either the one-year or two-year period specified above (referred to as a “disqualifying disposition”), the difference between the option exercise price and the fair market value of the Shares on the date of the ISO’s exercise will be taxed at ordinary income rates, and the Company will be entitled to a deduction to the extent the participant must recognize ordinary income. If a disqualifying disposition takes place in the year in which the ISO is exercised, the
Incentive Stock Options
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Incentive Stock Options
income the participant recognizes upon such disqualifying disposition will not be considered income for alternative minimum tax purposes. Otherwise, if a disqualifying disposition occurs, the maximum amount that will be included as alternative minimum tax income is the gain, if any, the participant recognizes on such disqualifying disposition. An ISO exercised more than three months after the participant terminates employment, other than by reason of death or disability, will be taxed as an NQSO, and the participant will have been deemed to have received income on the exercise taxable at ordinary income rates. The Company will be entitled to a tax deduction equal to the ordinary income, if any, realized by the participant.
Restricted Share Units
Restricted Share Units The participant generally will not realize taxable income at the time of the grant of the RSUs, and the Company will not be entitled to a deduction at that time. When an award is paid, whether in cash, Shares or a combination of cash and Shares, the participant generally will recognize ordinary income equal to the fair market value of the Shares (or the amount of cash) received, and the Company will be entitled to a corresponding deduction. In addition, a participant is generally subject to withholding of Social Security and Medicare taxes on the fair market value of the underlying Shares at the time the participant’s rights with respect to an RSU become vested. RSUs may be subject to Section 409A, and the failure of any RSU that is subject to Section 409A to comply with Section 409A may result in taxable income to the participant upon vesting (rather than at such time as the award is paid). Furthermore, an additional twenty percent (20%) penalty tax may be imposed under Section 409A, and certain interest penalties may apply, as described above.
Bonus Shares
Bonus Shares The participant generally will have taxable income on the grant of bonus Shares, and the Company will be entitled to a deduction at that time. The participant generally will recognize ordinary income in an amount equal to the difference between the fair market value of the bonus Shares on the date of the grant over the price paid, if any, for the bonus Shares. The Company will be entitled to a corresponding deduction equal to the ordinary income realized by the participant. Any subsequent gain or loss realized when a participant sells the bonus Shares will be generally taxable as capital gain or loss. Bonus shares may be subject to Section 409A, and the failure of any such award or corresponding bonus that is subject to Section 409A to comply with Section 409A may result in taxable income to the participant prior to the receipt of the Shares. Furthermore, an additional twenty percent (20%) penalty tax may be imposed under Section 409A, and certain interest penalties may apply, as described above.
Cash Incentive Awards and Other Equity-Based or Equity-Related Awards
Cash Incentive Awards and Other Equity-Based or Equity-Related Awards The participant generally will not realize taxable income at the time of the grant of a cash incentive award, and the Company will not be entitled to a deduction at that time. Participants generally will recognize ordinary income upon payment of a cash incentive award or upon the receipt of the Shares or cash underlying other equity-based awards, and the Company will have a deduction in the same amount. Cash incentive awards and other equity-based awards may be subject to Section 409A, and the failure of any such award that is subject to Section 409A to comply with Section 409A may result in taxable income to the participant upon vesting (rather than at such time as the award is paid). Furthermore, an additional twenty percent (20%) penalty tax may be imposed under Section 409A, and certain interest penalties may apply, as described above.
Other Tax Consequences
1.Awards granted under the Amended Plan to our executive officers and other employees are discretionary and are not subject to set benefits or amounts under the terms of the Amended Plan, and our Board and Compensation and Human Resources Committee have not granted any awards under the Amended Plan subject to shareholder approval of this Proposal 4. Accordingly, the benefits or amounts that will be received by or allocated to our executive officers and other employees under the Amended Plan, as well as the benefits or amounts which would have been received by or allocated to our executive officers and other employees for fiscal year 2024 if the Amended Plan had been in effect, are not determinable. 2.Mr. Edgecliffe-Johnson’s employment ended with us on May 31, 2024, Mr. Brown’s employment ended with us on December 31, 2024 and Mr. Ó Ríordáin’s employment with us will end on April 30, 2025. Therefore, they are not eligible to receive any future awards under the Amended Plan. 3.Represents the dollar value of RSUs that will be granted pursuant to our current compensation program for non-employee directors on or soon after the date of the AGM calculated using current directors and their current committee assignments for full-year 2025 at the levels set forth in footnote 4 below. 4.Awards granted under the Amended Plan to our non-employee directors are discretionary and are not subject to set benefits or amounts under the terms of the Amended Plan. However, the current approved program for non-employee directors generally provides for an annual grant for non-employee directors of RSUs covering the number of Shares equal to $205,000 (with an additional grant equal to $120,000 for the Non-Executive Chair of the Board). We determine the number of RSUs granted by dividing the dollar value ascribed to the equity award by the 3-day average price of our Shares from the day before the grant date. On or soon after the date of the AGM, any such awards will be granted under the Amended Plan if this Proposal 4 is approved by our shareholders. For additional information regarding our compensation program for non-employee directors, see “Director Compensation” above.
Change in Control and Corporate Events
Change in Control and Corporate Events If any person obtains Control (as defined in the relevant Irish legislation) of the Company via an offer for Shares, the Board must notify Participants as soon as reasonably practicable. In the same notification, the Board may request that any Participant exercise any unexercised Options within six (6) months of the change in Control or have such Options lapse. In the alternative, a Participant may, by agreement with an acquiring company, be granted an equivalent instrument in the acquiring or successor company. If (i) there is a compromise or arrangement in accordance with Chapter 1 of Part 9 of the Irish Companies Act of 2014 or (ii) the Company is wound up by resolution, a Participant may exercise any unexercised Option within six (6) months of the date of such compromise or resolution. In certain corporate event scenarios, Options granted under the Amended Sharesave Scheme may be exchanged for new Options over shares in the acquiring company or another company, provided the new Options meet certain requirements intended to ensure that they are equivalent to the old Options.
VOTE
VOTE The Board recommends that you vote "FOR" the proposal to renew the annual authority of the Board to make market purchases of the Company’s Shares. Any purchases of Shares made pursuant to this authorization would take place at price levels which the directors considered to be in the best interests of the shareholders generally, after taking into account the Company’s overall financial position. In order for the Company or any of its subsidiaries to make overseas market purchases of the Company’s Shares, such Shares must be purchased on a market recognized for the purposes of the Companies Act 2014. Each of the NYSE and the LSE, on which our Shares are listed, are specified as recognized stock exchanges for this purpose by Irish law. The Company currently also has the flexibility to acquire its own Shares by way of redemption pursuant to Article 4 of our Articles. Whether or not Proposal 10 is passed, the Company will retain its ability to effect acquisition of its own Shares as redemptions pursuant to its Articles, although subsidiaries of the Company will not be able to make market purchases or overseas market purchases of the Company’s Shares unless Proposal 10 is adopted. We intend to continue to seek shareholder authority to acquire our own Shares by way of market purchase or overseas market purchase to provide for additional flexibility and to enable subsidiaries of the Company to make market purchases of the Company’s Shares. The general authority, if approved by our shareholders, will become effective from the date of passing of the resolution.
VOTE
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VOTE
Approval of Proposal 10, which is an ordinary resolution under our Articles, requires a simple majority of votes cast in person or by proxy at the AGM be cast “FOR” the resolution. Abstentions are not considered votes cast and will not impact the outcome of the vote on this Proposal. The text of the resolution in respect of Proposal 10 is as follows: “That, the Company and/or any subsidiary (as defined by section 7 of the Companies Act 2014) of the Company be generally and unconditionally authorized to purchase ordinary shares of the Company on any securities market (within the meaning of Section 1072 of the Companies Act 2014) on such terms and conditions and in such manner as the directors or, as the case may be, the directors of such subsidiary, may from time to time determine but subject to the following conditions: (a)the maximum aggregate number of ordinary shares authorized to be purchased by the Company and/or any subsidiary of the Company is 17,674,003 (representing approximately ten percent (10%) of the issued share capital of the Company (excluding treasury shares) as at the last practicable date prior to the issue of the notice of this meeting); (b)the minimum price (excluding expenses) which may be paid for any ordinary share shall be an amount equal to the nominal value thereof; (c)the maximum price (excluding expenses) which may be paid for any ordinary share shall be: (i)for any ordinary share purchased on a trading venue in the United States of America, the higher of (A) an amount equal to one hundred five percent (105%) of the average closing price of the Company’s ordinary shares on the trading venue where the purchase is carried out for the five (5) trading days prior to the date of purchase; and (B) the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as quoted or reported in the consolidated system at the time the purchase is effected; (ii)for any ordinary share purchased on the London Stock Exchange, the higher of (A) an amount equal to one hundred five percent (105%) of the average closing prices of the Company’s ordinary shares on the London Stock Exchange Daily Official List (determined on the basis of the information published by the relevant authority in relation to dealings on the London Stock Exchange or its equivalent) for the five (5) trading days prior to the date of purchase; and (B) the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out; and (iii)for any ordinary share purchased on any trading venue other than a trading venue in the United States of America or the London Stock Exchange, the higher of (A) an amount equal to one hundred five percent (105%) of the average closing prices of the Company’s ordinary shares on the trading venue on which the purchase occurs (determined on the basis of the information published by the relevant authority in relation to dealings on such trading venue or its equivalent) for the five (5) trading days prior to the date of purchase; and (B) the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out. The authority hereby conferred by this resolution will be effective from the date of passing of this resolution and will expire at the earlier of the close of the AGM of the Company held in 2026 or the close of business on September 5, 2026, unless previously renewed, varied or revoked. The Company or any subsidiary may, before the expiry of this authority, make an offer or agreement to purchase shares under this authority which would or might be wholly executed after such expiry and may complete any such contract as if the authority conferred hereby had not expired.”
VOTE
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VOTE
Proposal 11: Renewal of the Annual Authority of the Board to Determine the Price Range for the Re-issue of Treasury Shares Off Market The Company’s ongoing Share Buyback Program and other share buyback activities may result in Shares being acquired and held by the Company as treasury shares. We may re-issue treasury shares that we acquire through our various share buyback activities (or otherwise), including in connection with our executive compensation programs. Under Irish law, our shareholders must authorize the price range at which we may re-issue any Shares held in treasury (including by way of re-allotment off-market). In Proposal 11, that price range is expressed as a minimum and maximum percentage of the prevailing market price (as defined below). Under Irish law, this authorization expires after eighteen (18) months unless renewed; accordingly, we expect to propose the renewal of this authorization at subsequent Annual General Meetings. The authority being sought from shareholders provides that the minimum and maximum prices at which any Share held in treasury may be re-issued are ninety-five percent (95%) and one hundred twenty percent (120%), respectively, of the closing market price of the Shares on the NYSE or the LSE for the five (5) trading days prior to the date of re-issue, except as described below with respect to obligations under employee share schemes. Any re-issue of treasury shares will be at price levels that the Board considers in the best interests of the Company.
VOTE
VOTE The Board recommends that you vote "FOR" the proposal to renew the annual authority of the Board to determine the price range for the re-issue of treasury shares off market.
VOTE
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VOTE
Approval of Proposal 11, which is a special resolution under Irish company law, requires that at least seventy-five percent (75%) of the votes cast must be cast “FOR” the resolution. Abstentions are not considered votes cast and will not impact the outcome of the vote on this Proposal. The text of the resolution in respect of Proposal 11 is as follows: “That, for the purposes of section 1078 of the Companies Act 2014, the re-issue price range at which any treasury shares (as defined by the said section 1078) for the time being held by the Company may be re-issued off market shall be as follows: (i)the maximum price at which a treasury share may be re-issued off market shall be an amount equal to one hundred twenty percent (120%) of the “appropriate price”; and (ii)the minimum price at which a treasury share may be re-issued off market shall be the nominal value of the share where such share is required to satisfy an obligation under an employees’ share scheme (as defined in the Companies Act 2014) operated by the Company or any of its subsidiaries (as defined by section 7 of the Companies Act 2014) or, in all other cases, an amount equal to ninety-five percent (95%) of the appropriate price. For the purposes of this resolution, the expression “appropriate price” shall mean, in the case of (i) above, the higher of the average price determined by (A) and (B) below, and in the case of (ii) above, the lower of the average share price determined by (A) and (B) below: (A)the average closing prices per ordinary share of the Company on the New York Stock Exchange for the five (5) trading days prior to the date of re-issue; and (B)the average closing prices per ordinary share of the Company on the London Stock Exchange Daily Official List (determined on the basis of the equivalent information published by the relevant authority in relation to dealings on the London Stock Exchange or its equivalent) for the five (5) trading days prior to the date of re-issue. The authority hereby conferred by this resolution will be effective from the date of passing of this resolution and will expire at the earlier of the close of the AGM of the Company held in 2026 or the close of business on September 5, 2026, unless previously renewed or varied, in accordance with the provisions of section 109 and 1078 of the Companies Act 2014.”
VOTE
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VOTE
Executive Officers Set forth below are biographical summaries of our Executive Officers as of April 24, 2025, other than Mr. Jackson, our CEO and Executive Director, whose biographical summary is set forth above in ‘‘Proposal 1 — Election and Re-Election of Directors.’’
VOTE
| Rob Coldrake Age: 46 | Rob Coldrake was appointed as our Chief Financial Officer in May 2024. Prior to this, Rob was CFO of the International Division for four years, overseeing a portfolio of brands including Pokerstars, Adjarabet and Betfair International. He was also instrumental in delivering the global growth and acquisition strategy successfully overseeing the acquisitions and subsequent integrations of Junglee, Sisal and Maxbet. Prior to joining Flutter, Mr. Coldrake was Chief Financial Officer for the Markets and Airlines of TUI Group, a multinational leisure, travel, and tourism company, having previously held a number of senior finance positions including Finance Director of the UK&I and Nordic businesses in his 14 year tenure at TUI. Mr. Coldrake started his career at PricewaterhouseCoopers where he worked for seven years, primarily in audit, but also gaining some significant transaction experience. He is a qualified Chartered Accountant. Mr. Coldrake holds a bachelor's degree in print journalism from the University of Westminster. |
VOTE
| Amy Howe Age: 53 | Amy Howe has served as the chief executive officer of our United States division since July 2021, where she leads the FanDuel business in North America. Prior to her appointment as Chief Executive Officer, Ms. Howe was President of FanDuel from February 2021 to July 2021 with responsibility for leading the Company’s core commercial functions across its Sportsbook, Casino, Racing and Daily Fantasy businesses. Before that, she was at Live Nation Ticketmaster from 2015 to 2021, where her most recent role was President and Chief Operating Officer for Ticketmaster and, prior to that, a partner at McKinsey & Company. Ms. Howe holds a bachelor of science degree from Cornell University and earned a master’s degree in business administration from the Wharton School at the University of Pennsylvania. |
VOTE
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VOTE
| Dan Taylor Age: 45 | Dan Taylor is the chief executive officer of our international division, a role he has held since July 2020, and is responsible for all our 5 international regions (UKI, SEA, APAC, CEE and Brazil) including all international brands (Adjarabet, Betfair, Junglee, Maxbet, Paddy Power, PokerStars, Sisal, SkyBet, Sportsbet and tombola) which operate across more than 25 regulated markets. Prior to this, Mr. Taylor was the Chief Executive Officer of Paddy Power Betfair from 2018 to 2020 with similar responsibilities for Adjarabet, Betfair and Paddy Power online and retail businesses. Prior to these roles he was Managing Director, UK & Ireland and Managing Director Retail from 2015 to 2018. Before Flutter, Mr. Taylor was the Managing Director of Teletext Holidays, Director of Strategy and Commercial Development of DMG Media and an Associate Partner at OC&C Strategy Consultants. Dan is also a non-executive director at Dunelm plc. Mr. Taylor holds an MA in economics from Cambridge University. |
VOTE
| Phil Bishop Age: 57 | Phil Bishop is our chief operating officer, a role he has had since March 1, 2024. This follows his successful tenure as Flutter’s Chief People Officer from July 2022 to February 2024 where he was responsible for developing Flutter’s global people agenda. He started his career at BMW group where he held various HR and Engineering roles across a 14-year period, then moved on to hold senior management HR and business roles in HBOS plc, Barclays, Energis plc, Lloyds Banking Group and was a founder of the Ilkley Group. Mr. Bishop was Chair of the Board at Ravenscliffe High School for 4 years, and has also been Chair of the Finance and of the People Sub-Committees. Mr. Bishop holds a bachelor's and master's degree from Cambridge University. |
VOTE
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| Don H. Liu Age: 63 | Don H. Liu was appointed as chief legal officer of Flutter effective April 21, 2025. Previously, Mr. Liu was the Executive Vice President, Chief Legal & Compliance Officer and Corporate Secretary of Target Corporation (“Target”), a large retail organization, from October 2023 until August 2024. Before that he served as the Executive Vice President, Chief Legal & Risk Officer and Corporate Secretary of Target from August 2016 to October 2023. Prior to joining Target, Mr. Liu served in diverse leadership roles working across multiple business sectors and functional areas at Xerox as Executive Vice President, General Counsel and Corporate Secretary; Toll Brothers as Senior Vice President, General Counsel and Chief Compliance Officer; IKON Office Solutions as Corporate Compliance Officer and Chair of IKON Diversity Council; and Aetna U.S. Healthcare as Deputy Chief Legal Officer. Prior to becoming in-house counsel, he served as an associate at two New York City law firms specializing in securities and mergers and acquisitions. In addition, Mr. Liu has served as a director of Invesco Mortgage Capital Inc. since 2022. Mr. Liu received his B.A. degree from Haverford College and earned his J.D. from Columbia University School of Law. |
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Compensation Discussion and Analysis
Transforming Executive Compensation for Long-Term Success
Transforming Executive Compensation for Long-Term Success In preparation for this next stage of growth in our businesses, and as part of its oversight responsibilities, the Compensation and Human Resources Committee dedicated a large portion of 2024 to conducting and completing a comprehensive review of our executive compensation structure. Working closely with our outside advisors, we analyzed market best practices among companies similar to Flutter in size and business focus. In addition, we incorporated extensive shareholder feedback into our design decisions, resulting in a fully restructured executive compensation program that aligns with U.S. market standards and reflects the reality of the highly-competitive talent markets throughout the world.
Transforming Executive Compensation for Long-Term Success
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Transforming Executive Compensation for Long-Term Success
With this new shareholder-supported program, we are confident that we will be able to continue to attract, retain and motivate top executives essential to delivering exceptional results in growth, profitability, and relative stock price performance, thereby creating significant value for our shareholders. Specifically, we have established a new peer group, set ambitious performance targets, and significantly increased the portion of compensation tied to long-term performance-based metrics, putting a substantial percentage of compensation at-risk. To reflect Flutter's intense focus on responsible gambling, we continue to have Safer Gambling as a key metric for annual incentive compensation.
Summary of Compensation and Human Resources Committee Actions and Highlights in 2024
| Key Actions in 2024 | Details | | Completed transition to primary listing on the NYSE in May | •Relocated our operational headquarters to the U.S., and have aligned our Board, governance, and compensation framework with U.S. market practice •Appointed new executives to help Flutter grow as a U.S. public company, including Rob Coldrake as our new Chief Financial Officer (“CFO”) | | Conducted robust shareholder outreach campaign | •Reached out to our shareholders representing more than sixty-six percent (66%) of our Shares outstanding •We had direct dialogue with shareholders representing fifty-eight percent (58%) of our Shares outstanding. The Chair of the Board and the Chair of the Committee led these engagements with shareholders representing forty-seven percent (47%) of Shares outstanding | | Conducted a comprehensive review of our executive compensation structure in the context of U.S. market practices | •Focused on retaining and motivating our leadership team as a U.S. company and aligning with shareholder interests and market best practices •Established a new peer group, set new targets, and significantly increased the proportion of compensation to be long-term and at-risk •Approved the final terms of the new Flutter Omnibus Plan | | Changed the structure of our Chief Executive Officer’s (“CEO”) compensation package | •Reduced base salary by 13.5% •Significantly increased long-term and at-risk compensation in alignment with U.S. market practices •Introduced Performance Share Units (“PSUs”) based on a mix of absolute and relative measures, including top-line growth, profit, and relative Total Shareholder Return ("TSR") |
What We Heard and What We Did
| Our Actions | | •Changed our CEO compensation structure to place a significant emphasis on long-term, at-risk compensation aligning more closely with U.S. market practices (see “Changes to CEO Compensation Structure” on page 86 for more detail) | | •Introduced PSU targets for 2024 as part of realignment to U.S. compensation model with performance measures based on top-line growth and profit in addition to relative TSR | | •Changed the peer group used for our relative TSR performance for the Consolidated LTIP from the FTSE 100 to the S&P 500 | | •Included cash flow as a performance measure for 2025 annual incentive compensation | | •Maintained Safer Gambling as a key performance measure for annual incentive compensation to align with the Company’s sustainable growth strategy | | •Expanded executive compensation disclosures in this Proxy Statement |
Compensation Guiding Principles
| ■Pay-for-Performance ■Shareholder Alignment | ■Competitive Compensation ■Balance of Fixed and Variable Pay |
Our Compensation Governance Practices
| What We Do | | •Align pay outcomes to performance and long-term shareholder value creation | | •Balance rewards with a mix of fixed and variable pay with a significant portion of compensation linked to performance and delivered over the long-term | | •Ongoing outreach and engagement with our shareholders on executive compensation matters | | •Maintain robust clawback provisions for all NEOs in the event of a restatement or detrimental conduct that covers all cash and performance and time-based equity awards | | •Include Safer Gambling as an important element within our annual incentive | | •Maintain and utilize a relevant peer group and market data, as reference for compensation matters | | •Regular periodic reviews of our compensation program to ensure alignment with market best practice | | •Maintain robust NEO stock ownership guidelines | | •Conduct periodic pay risk assessments | | •The Committee engages its own independent compensation advisor |
Our Compensation Governance Practices
| What We Don't Do | | •No hedging, pledging and short sales of Flutter shares | | •No evergreen provisions in long-term incentive plans | | •No guaranteed or uncapped bonuses or incentive awards, except as provided in a legacy agreement with respect to a one-time promotional long-term incentive award | | •No tax gross ups on change in control scenarios | | •No “single-trigger” provisions in a change in control scenario | | •No payments of dividend equivalents on equity awards until vesting of awards | | •No defined benefit pension plans or inclusion of incentives in pensions | | •No excessive benefits or perquisites provided to NEOs |
Overview of Our Executive Compensation Program
Overview of Our Executive Compensation Program Our executive compensation program has three primary elements: base salary, annual incentives, and long-term equity incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs to focus on long-term sustainable shareholder value creation.
Changes to CEO Compensation Structure
Changes to CEO Compensation Structure In 2024, the Compensation and Human Resources Committee focused extensively on designing an executive compensation program that prioritized performance-based elements, aligned with shareholders’ experience, and incorporated shareholder feedback received from investor engagements. To this end, and considering the Company’s next phase of growth, the Committee determined it was critical to create a program that reflects the norms of the U.S. market, a primary source of our growth. The Committee, advised by its independent compensation consultants, conducted a comprehensive market analysis of best practices among other companies of similar size and business focus and developed an appropriate peer group to use for benchmarking (described on page 90) for all of our NEOs. Retaining our leadership talent is a top priority. Mr. Jackson, as our current CEO, has been the driving force behind the Company’s transformation. Under Mr. Jackson’s leadership, from the start of his tenure in January 2018 to the end of December 2024, our market capitalization grew by 350% from $10.2 billion to $46 billion. Revenue has also grown significantly by 488% for the corresponding period between fiscal years 2018 to 2024.
Changes to CEO Compensation Structure
| | CEO Pay Element | Key Features and Changes | | Fixed | Base salary | Decreased by 13.5% as part of realignment to U.S. compensation peers and to allow for a larger share of total compensation to be delivered in the form of performance-based equity | | Annual Incentive Compensation | Annual Incentive | Measures Group Revenue, Group Adjusted EBIT, FanDuel Adjusted EBIT and Safer Gambling; metrics align with Company’s sustainable growth strategy | | Long-Term Equity Based Incentive | Performance Share Units ("PSUs") | Three-year cliff vesting tied to profit, growth and relative TSR (600% of salary) | | | Restricted Share Units ("RSUs") | Three-year ratable vesting (200% of salary) | | | Consolidated LTIP | Legacy one-time grant with four performance tranches, two of which remain (2025-2027 and 2026-2028) Full grant (all tranches) subject to holding period until 2029 Vesting based on relative TSR over a three-year performance period The Consolidated LTIP will be phased out after 2026 and incorporated into other long-term incentive vehicles |
The Role of Independent Compensation Consultants
The Role of Independent Compensation Consultants The Committee engages independent compensation consultants to provide expertise on executive and non-employee director competitive pay practices, program design, and an objective assessment of any inherent risks of any programs. The Committee selects and retains the services of its own independent compensation consultants and will periodically review the consultants’ performance and independence in accordance with SEC and NYSE rules. PwC UK had been the Committee’s long term independent external advisors, providing advice and market practice from a European perspective. In 2023, in preparation for the proposed secondary listing in the U.S. and the subsequent move of the primary listing, the Committee also appointed Pearl Meyer as its U.S. independent external compensation advisor following a competitive request for proposal process. Given the Company’s circumstances in 2024, being subject to both U.K. and U.S. compensation rules and regulations at certain times of the year, both advisors provided advice to the Committee and continued to attend Committee meetings when invited. Following the Committee's July 2024 meeting, Pearl Meyer became the Committee's sole external independent compensation advisors reflecting the completion of the Company's move of its primary listing to the NYSE. The Committee reviews and takes into account the other services both Pearl Meyer and PwC UK provided to the Company when engaging their services as independent compensation consultants. During the year, outside of the advice provided to the Committee, Pearl Meyer provided the Group with advice on non-executive compensation matters. The related fees to Pearl Meyer for these services were less than $120,000. Management also retained PwC UK and its global affiliates to provide broader tax, advisory, compensation and human resources related services to the Group. The total value of fees excluding executive compensation advice, paid to PwC UK and its global affiliates in fiscal 2024, was $21.3 million. During its time as the Committee's external advisor, PwC UK maintained policies and procedures relating to the prevention of conflicts of interest, including the use of separate teams for non-executive compensation related services. The Committee is satisfied that the services provided by both Pearl Meyer and PwC UK did not raise any conflict of interests and that their advice to the Committee was independent.
The Role of the Peer Group
The Role of the Peer Group Ahead of our transition to listing on the NYSE, significant work was undertaken by the Committee, with input from Pearl Meyer, to determine an appropriate peer group to use for benchmarking compensation levels, as well as program structure and governance. Based on this comprehensive evaluation, together with feedback from our shareholders, the Committee developed its initial global peer group, which is intended to reflect companies of similar size, scope of operations, complexity and international footprint as Flutter. The Committee used the following publicly available criteria when determining the peer group for purposes of setting compensation levels of our NEOs: •Size: Companies with similar revenue and market capitalization (between 0.3x and 3x our revenue and market capitalization) •Industry: Companies focused on casinos and gaming, interactive home entertainment/media services, as well as online and/or mobile technology •Operations: Companies with similar workforce composition, business lines, and domestic and/or international operations •Growth profile: Companies with similar growth and growth expectations (e.g., market-to-revenue ratios) Based on these criteria, the 2024 peer group included the following 16 companies: •Activision Blizzard* •Airbnb •Aristocrat Leisure •DoorDash •DraftKings •ebay •Electronic Arts •Entain •Global Payments •International Game Technology •Las Vegas Sands •MercadoLibre •MGM Resorts •PayPal Holdings •Shopify •Wynn Resorts *Activision Blizzard was acquired by Microsoft in October 2023 and will be removed from the peer group at the next review. While the peer group is an essential input, it is only one of several factors in the Committee’s decision-making process. Peer group data is supplemented with relevant broad index and local market data, recognizing that not all executive officer data is available within the peer group. Given the unique nature of Flutter’s profile and the scarcity of directly comparable peers, this holistic approach ensures we design a program and set compensation levels that are market competitive, aligned with shareholder expectations, and support our overall pay for performance and leadership talent retention objectives. The Committee will regularly evaluate whether the compensation opportunities for our NEOs are appropriate and competitive by reviewing comparable executive positions and the compensation paid to our executive officers in light of their relative functional responsibilities and experience. In line with typical market practice, the peer group will be reviewed annually to ensure that it continues to keep pace with Flutter’s growth and evolution and is relevant for comparison in relation to Flutter’s size and scope.
Annual (Short-Term) Incentive Compensation
Annual (Short-Term) Incentive Compensation The NEOs are eligible for annual incentives, which are tailored for their scope of responsibilities while maintaining a meaningful element of alignment to reflect their shared responsibilities to the Group. The Committee believes annual incentives are an important component of executive compensation and are highly effective in driving the achievement of short-term goals that underpin the achievement of our long-term strategy. For all NEOs, annual incentives are driven by the achievement of financial and Safer Gambling performance goals. For NEOs who are CEOs of one of our divisions, the majority of their incentive is based on the achievement of divisional goals with a smaller element being based on Group performance. Goal achievement is monitored throughout the year with the final performance determined after the end of the fiscal year. Final outcomes for each individual's annual incentive are reviewed and approved by the Committee with payout generally being within three months of the end of the fiscal year. With the Company’s primary listing now in the U.S., the Committee removed the deferred element of the annual incentive to align with U.S. market practice. Previously, NEOs were required to defer a portion of their earned annual incentive award for up to four years. No changes to NEO award opportunity levels were made in 2024 from prior 2023 levels.
Annual (Short-Term) Incentive Compensation
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2024 Annual Incentive Results
2024 Annual Incentive Results The target and maximum opportunities for each NEO are determined at the commencement of their appointment to their respective roles and are reviewed annually by the Committee. For 2024, the target opportunities and performance measures for each NEO, as approved by the Committee, were as follows:
2024 Annual Incentive Results
| NEO | Group performance/Divisional performance split | Target Opportunity (% of salary)(5) | Performance Measures and Weightings | | Peter Jackson | 100% Group | 190% | Group Net Revenue – 30% Group Adjusted EBIT – 25% FanDuel Adjusted EBIT – 25% Safer Gambling Measures – 20%(3) | | Rob Coldrake | 100% Group(1) | 100% | | | Pádraig Ó Ríordáin | 100% Group | 187% | | | Paul Edgecliffe-Johnson | 100% Group(2) | 177% | | | Amy Howe(4) | 75% Division, 25% Group | 100% | FanDuel Sportsbook Net Gaming Revenue – 31.2% FanDuel iGaming Net Gaming Revenue – 7.8% FanDuel Adjusted EBIT – 24.75% FanDuel Safer Gambling – 11.25% Group result – 25% | | Ian Brown | 75% Division, 25% Group | 150% | Flutter UKI revenue – 25% Flutter UKI EBIT – 25% Flutter UKI Safer Gambling – 25% Group result – 25% |
2024 Annual Incentive Results
1.Mr. Coldrake’s 2024 annual incentive opportunity is pro-rated for time he served prior to and after his appointment to Group CFO. The performance measures shown in this table relate only to the portion of the annual incentive award earned for his time as Group CFO. 2.Mr. Edgecliffe-Johnson’s 2024 annual incentive opportunity is pro-rated for time he served as Group CFO prior to his departure. 3.5% each from Divisional Safer Gambling measure results – see below. 4.Ms. Howe's actual annual incentive payout is subject to a personal performance multiplier as well as FanDuel and Group performance - see below. 5.Mr. Jackson, Mr. Edgecliffe-Johnson, Mr. Coldrake and Mr. Ó Ríordáin had the opportunity to earn from 0% to 150% of their target award based on achievement of the pre-approved performance targets. Ms. Howe had the opportunity to earn from 0% to 200% of her target award. Mr. Brown had the opportunity to earn from 0% to 133% of his target award. The Group, Divisional and Safer Gambling performance targets that determined NEO award payouts are outlined below. In line with market practice and as with previous years, the goals have been adjusted for exchange rate movements over the period ensuring that results are measured on a constant currency basis. The Compensation and Human Resources Committee retains the ability to make adjustments to goals or results should there be any change in circumstances that are deemed to have a significant unforeseen impact on performance outcomes. Throughout the year, the Committee monitors and reviews the tracking of performance against the Safer Gambling targets. At mid-year, the Committee determined that it was appropriate to provide a further stretch to the FanDuel Safer Gambling goals that had been set at the end of 2023 for the 2024 performance year. This was driven by the FanDuel team's expedition of communication strategies enabling customers to utilize and engage with Safer Gambling tools throughout the year that further enhanced player safety. Protecting customers is a key strategic priority for Flutter and the Committee believes that incentivizing our teams to go above and beyond is essential to our continued success. As such, the FanDuel Safer Gambling goals at target and maximum were increased from sixteen percent (16%) and twenty percent (20%) to twenty-two percent (22%) and twenty-six percent (26%) respectively.
2024 Annual Incentive Results
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2024 Annual Incentive Results
In 2024, the Committee reviewed and approved adjustments for certain non-recurring expenses related to strategic initiatives and the expansion of new state markets in the U.S. The Committee believes these adjustments align with shareholder interests by ensuring fairness and keeping the management team focused on development and growth in a critical geography. The adjustments were applied to the FanDuel Adjusted EBIT result, flowing through to the Group Adjusted EBIT result. The tables below show the impact of those adjustments on the Group and FanDuel annual incentive calculations, including showing the results on an adjusted and unadjusted basis. There is straight-line interpolation for results that fall in between threshold and target and target and maximum.
UKI Result – Ian Brown
UKI Result – Ian Brown The structure of Mr. Brown's annual incentive award is a bespoke arrangement in that his award at maximum, pays out 133% of target based on UKI divisional performance. Mr. Brown's annual incentive is calculated taking the commensurate UKI outperformance between target and max and applying it to his award level. As such, the UKI performance result of 135.82% of target translates to a performance result of 123.88% of target for Mr. Brown.
Safer Gambling Results by Division
| Division | Measure | Threshold | Target | Maximum | 2024 Result | | UK&I | Global: % Average Monthly Players ("AMP") using SG tools (40%) | 54.1% | 54.8% | 55.6% | 55.4% | | | Divisional: Transactional Risk Indicator ("TRI") reduction (60%) | 5% reduction | 10% reduction | 15% reduction | 11.4% reduction | | Australia | Continuous roll-out of Real Time Intervention ("RTI") and supporting initiatives | RTI to 100% of eligible customers (minus 20% control group) Report on tool adoption | Threshold + Test the adjustment of Deposit Floors and Ceilings to increase eligibility for RTI | Target + External, independent review of model efficacy | Maximum results achieved | | US | Global: % AMPs using SG tools | 13.5% | 22.0%(1) | 26.0%(1) | 28.6% | | International | Global: % AMPs using SG tools, % of AMPs who have proactively changed or % of AMPs who have maintained or decreased Play Well tool vs previous period | 44.4%(2) | 44.9% | 46.1% | 46.2% |
Safer Gambling Results by Division
| | | 2024 Annual Incentive(1) | | | NEO | 2024 Target Incentive Payout ($) | Actual Result (% of target) | Actual Value ($) | | Peter Jackson | 2,896,518 | 119.48 | 3,461,050 | | Rob Coldrake(2) | 548,054 | 119.48 | 654,815 | | Amy Howe | 1,032,500 | 115.00 | 1,187,375 | | Pádraig Ó Ríordáin | 1,519,930 | 119.48 | 1,816,012 | | Ian Brown | 1,452,716 | 123.88 | 1,799,624 | | Paul Edgecliffe-Johnson(2) | 718,168 | 119.48 | 858,139 |
Long-Term Equity-Based Incentives
Long-Term Equity-Based Incentives The Committee believes that equity-based long-term incentives should form a significant portion of an NEO’s package for a given year and that the majority of an NEO’s equity-based awards should be linked to specific performance conditions. The use of equity in our executive compensation program increases the alignment of management’s interest to that of our shareholders and incentivizes the execution of our long-term strategic goals.
2024 Equity Grants
2024 Equity Grants As part of our long-term incentive program, NEOs are eligible to receive a mix of equity awards, some of which were established prior to our NYSE listing. The table below outlines the various types of equity awards, including those granted in 2024 and those previously granted with performance periods beginning in 2024.
2024 Equity Grants
| Award | NEOs receiving award | Description | | Performance Share Units (“PSU”) | Peter Jackson - 600% of salary (target number of shares) Amy Howe - 600% of salary | Annual performance-based equity awards that are earned and vest after a three year performance period based on the achievement of pre-determined goals. Performance conditions attached to the 2024 award are weighted: 33.3% Group Adjusted Earnings Per Share ("EPS"), 33.3% Group Net Revenue(1) and 33.3% relative TSR vs S&P 500 constituent companies. 2024 PSUs were granted based on a target number of shares. The number of shares vesting could be between 50% (at threshold performance) to 200% (at max) of the target number of shares. | | Restricted Share Units (“RSU”) | Peter Jackson - 200% of salary Amy Howe - $2m award value | Annual time-based awards vesting annually in three equal tranches. |
2024 Equity Grants
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2024 Equity Grants
| Award | NEOs receiving award | Description | | Leadership Restricted Share Incentive (“LRSI”) | Pádraig Ó Ríordáin - 150% of salary (Core award) Ian Brown - 150% of salary (Core award) | An award consisting of a time-based “Core” element and performance-based “Multiplier” element. The Multiplier provides an opportunity to earn up to an additional 50% of the Core award. The performance period for LRSI awards run for three years, with the whole award (both Core and if applicable Multiplier) vesting on September 1, 2027. The performance condition attached to the 2024 Multiplier is relative TSR vs S&P 500 constituent companies. LRSI awards were granted based on the Core award only. The number of shares vesting for the whole award (including multiplier) could be between 112.5% (at threshold performance) to 150% (at max) of the Core award. | | Consolidated LTIP Tranche 2 | Peter Jackson (granted 2023) - 400% of 2023 salary (max number of shares) Paul Edgecliffe-Johnson (granted 2023) - 300% of 2023 salary (max number of shares) Rob Coldrake (granted 2024) - 300% of salary (max number of shares) | Tranche 2 of the Consolidated LTIP commenced in 2024. This award was made as a one-time grant of performance-based awards covering four award years (four tranches). The award was granted in 2023 to Mr. Jackson and Mr. Edgecliffe-Johnson and in 2024 to Mr Coldrake. Mr Coldrake's award was made on his appointment to Group CFO, covering three award years (three tranches). The whole of the Consolidated LTIP award carries a holding period (including on all vested awards) until April 28, 2029 – the sixth anniversary of grant for the original grant of the award. An underpin also applies where the Committee must be satisfied that the formulaic outcome is appropriately reflective of the Company’s underlying performance and that it has been achieved with regard to the Company’s sustainability objectives. The performance condition attached to Tranche 2 of the award is relative TSR vs S&P 500 constituent companies. Consolidated LTIP awards were granted based on a maximum number of shares. The number of shares vesting could be between 12.5% (at threshold performance) to 100% (at max) of the maximum number of shares. Note: The Consolidated LTIP is a legacy plan that will be phased out after 2026 and incorporated into other long-term incentive vehicles. | | Joiner Performance Share Award (“Joiner PSA”) | Ian Brown (granted in 2022) - award value of £1.25m | A one-time new hire award granted in 2022. This included a tranche of performance-based awards that are tied to 2024 performance condition of Flutter UKI divisional Revenue and EBIT. Mr. Brown's Joiner PSA award was granted based on a maximum number of shares. The number of shares vesting could be between 25% (at threshold performance) to 100% (at max) of the maximum number of shares. |
2024 Equity Grants
1.Group Net Revenue is used as a performance metric in both the annual incentive and the PSU as it is considered a key indicator of our ability to grow the business in a sustainable, value-enhancing manner. While the metric is used for both short and long-term incentives, the nature of the performance goals, and the management decision-making to drive toward achievement of those goals, is different and complementary between the plans. For annual incentives, Group Net Revenue focuses on near-term performance and immediate execution. For PSUs, the metric drives longer-term decision-making related to market expansion and strategy realization. Details of grants to each individual, including the number of shares granted at threshold, target and maximum, the share prices at grant and fair values at grant are outlined in the “Grant of Plan Based Awards” section on page 108. All equity awards granted to employees in 2024 carry the rights to dividend equivalents that accumulate from the grant date to the vesting date of the award. Dividend equivalents will only accumulate on the number of shares vesting and not on any shares forfeited as a result of performance conditions not being met.
2024 Equity Grants
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2024 Equity awards mix
2024 Equity awards mix
2024 Equity awards mix
| | 2024 Equity Awards Mix at Target (as % of Total Equity Incentives) | | | NEO | Performance-based equity awards | Time-based equity awards | | Peter Jackson | 80% | 20% | | Rob Coldrake(1) | 100% | —% | | Amy Howe | 76% | 24% | | Pádraig Ó Ríordáin | 20% | 80% | | Ian Brown | 44% | 56% | | Paul Edgecliffe-Johnson | 100% | —% |
2024 Equity awards mix
1.Excludes equity awards for Mr. Coldrake granted prior to his appointment as Group CFO.
2024 Deferred Share Incentive Plan ("DSIP")
2024 Deferred Share Incentive Plan ("DSIP") Historically, the Company operated a mandatory deferral of a portion of any NEO's annual incentive relating to the prior fiscal year. The deferral would be in the form of time-based equity. In 2024, each NEO received a grant of DSIP shares relating to their 2023 annual incentive. These awards are considered as a retention mechanism and not a long-term incentive. This is now a legacy arrangement, and no further deferral of any annual incentive award will be made going forward effective from the annual incentive relating to fiscal year 2024 to be paid out in 2025.
Performance-Based Equity Awards with Performance Periods ending in 2024
Performance-Based Equity Awards with Performance Periods ending in 2024
2022 LTIP and LRSI Awards
2022 LTIP and LRSI Awards Mr. Jackson held 2022 LTIP shares granted on March 8, 2022. The vesting of these shares was dependent on the achievement of a relative TSR performance condition vs. constituents of the FTSE 100 (excluding house builders, real estate investment trusts and natural resources companies). Following an assessment of the performance condition in early 2025, it was determined that Flutter's TSR performance exceeded that of the maximum target and as such, the award vested in full on March 8, 2025. Mr. Ó Ríordáin and Mr. Brown held 2022 LRSI shares granted on March 8, 2022 and November 14, 2022. These awards consisted of time (Core) and performance (Multiplier) based elements. The Multiplier element of the 2022 LRSI award was aligned with the performance condition of the 2022 LTIP award as outlined above and as such, additional shares equivalent to 50% of the Core award will be added to their original grant. As both Mr. Ó Ríordáin and Mr. Brown will have ceased employment with the Group at the vesting date, both their Core and Multiplier shares will be pro-rated for time of the vesting period served. Awards for both Mr. Ó Ríordáin and Mr. Brown will vest following the cessation of their post termination restrictive covenants.
Ian Brown Joiner RSP Award
Ian Brown Joiner RSP Award Mr. Brown received a grant of performance equity awards under the Restricted Share Plan on joining the Company in 2022. This award would vest in four equal tranches dependent on performance in fiscal years 2023, 2024, 2025 and 2026. Following a performance assessment in early 2025, it was determined that the specified UKI divisional revenue and EBIT performance targets were met in full. As Mr. Brown will have ceased employment with the Group at the vesting date, a time pro-rated portion of the original grant relating to the 2024 tranche of the award will vest on January 1, 2026, following the cessation of Mr. Brown's post termination restrictive covenants.
Oversight Policies
| Policy | Operation | | PDMR and Group Dealing Codes | The Company has adopted PDMR and Group Securities Dealing Codes that govern the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees, consultants and contractors of the Company that are reasonably designed to promote compliance with U.K. Market Abuse and insider trading laws, rules and regulations, and NYSE and LSE listing standards. Pursuant to these Codes, directors, officers and employees, consultants and contractors of the Company are prohibited from purchasing financial instruments (including variable forward contracts, equity swaps, collars, and exchange funds) that are designed to hedge or offset any decrease in the market value of the Company’s equity securities. In addition, these individuals may not deal in options, warrants, puts and calls or similar instruments on or over Company securities or sell such securities “short” or engage in speculative trading (e.g., “day-trading”) that is intended to take advantage of short-term price fluctuations and pledging of the Company’s securities is prohibited. | | Clawback Policy | We maintain a comprehensive clawback mechanism governed by provisions contained in both our equity plan (and related rules) and our NYSE-compliant Executive Incentive Compensation Clawback Policy. Together, these plans and policies cover a wide range of scenarios for the recovery of compensation, including those triggered by financial restatements as well as other improper executive action. They also extend to a wide array of compensation including but not limited to all incentive and time-based awards. Clawback provisions have long been a feature of our equity-based incentive rules and the Executive Incentive Compensation Clawback Policy was adopted in January 2024. These provisions are not only compliant with, but are also more comprehensive than, the requirements of the Dodd-Frank Act, Rule 10D-1 of the Exchange Act and Section 303A.14 of the New York Stock Exchange Listed Company Manual. | | Stock Ownership Guidelines | Chief Executive Officer – 600% of base salary Other Executive Officers – 100% of base salary (increased to 300% of salary from January 1, 2025) Shares that count towards executive stock ownership guidelines include: •Beneficially owned shares •Vested share awards (including those in a holding period), this includes awards in the form of unexercised nil-cost options counted on a net of tax basis. Note that nil-cost options are a type of employee stock option (more frequently used in the U.K.) where the exercise price is set at zero or a nominal amount. These fully vested (non-forfeitable, but subject to clawback) unexercised nil-cost options, which are similar to time-based RSUs in form, are counted towards ownership guidelines since executives can acquire shares without having to pay for them at the time of exercise. Each Executive Officer is able to trade these at will provided the Company is in an open trading window and the executive is in line with these stock ownership guidelines. •Unvested share awards not subject to performance conditions on a net of tax basis Each Executive Officer has five years from their date of appointment to the executive role to build their holdings to meet the stated requirement. If the Executive has not achieved their target by the end of this time period, then their future share awards must be retained in full until compliance is achieved. | | Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information | We currently do not grant stock options, SARs, or similar option-like instruments to our NEOs under our discretionary equity plans. If in the future we anticipate granting stock options, SARs, or similar option-like instruments under our discretionary equity plans we will establish a policy regarding how the Board determines when to grant such awards and how the Board or the Compensation and Human Resources Committee will take material nonpublic information into account when determining the timing and terms of such awards. |
Employment Agreements
Employment Agreements The terms of employment for our Executive Officers are memorialized through agreements with one of the Group companies, as appropriate, for their role. Material terms of such agreements for each of the NEOs are outlined below.
Rob Coldrake
Rob Coldrake Mr. Coldrake’s employment agreement is dated May 30, 2024, and a supplemental side-letter with certain amendments to the terms is dated January 9, 2025. These employment terms provide Mr. Coldrake with a base salary of $925,000 per annum, subject to annual review by the Committee. Mr. Coldrake is eligible to participate in an annual cash incentive and long-term equity incentive programs at the Company’s discretion, with annual award opportunities reviewed annually by the Committee. Mr. Coldrake’s employment terms provide for an annual incentive target opportunity for both fiscal 2024 and fiscal 2025 of 100% of salary (1.5x target at maximum performance). For 2024, the value of Mr. Coldrake’s annual incentive is pro-rated to reflect the periods he served prior to and following his appointment as Group CFO, all paid to the employment terms.
Rob Coldrake
Mr. Coldrake’s employment terms provide for an equity award under the Group's Consolidated LTIP plan (the “Consolidated LTIP award”), with an aggregate market value on grant of 900% of Mr. Coldrake’s salary at that time. Pursuant to the terms, the performance period for the first tranche of the Consolidated LTIP award will run from January 1, 2024 to December 31, 2026. The performance period for the second tranche of the Consolidated LTIP award, will run from January 1, 2025 to December 31, 2027, and the performance period for the third tranche will run from January 1, 2026, to December 31, 2028. A holding period will apply on the whole of Mr. Coldrake’s Consolidated LTIP award such that the award will not become exercisable until April 28, 2029. For fiscal year 2025, Mr. Coldrake is entitled to grants of equity awards of RSU awards equal to 125% of his total base salary and PSU awards at the target level of performance equal to 150% of his total base salary (2x target at maximum performance). Mr. Coldrake’s employment terms also state that he is entitled to receive pension contributions or cash in lieu of pension annually of 5% of his base salary. Mr. Coldrake is subject to post-termination restrictions for 12 months following the termination of his employment with the Group, which generally includes a non-compete, non-solicitation of customers or suppliers and non-solicitation of employees. There is no specific term of Mr. Coldrake’s contract, but both Mr. Coldrake and the Group must generally give 12 months’ written notice should they intend to terminate the agreement. On termination of his employment, prior to expiration of his 12-month notice period, Mr. Coldrake is contractually entitled to total salary and pension contributions for the balance of his unworked notice period.
Departure of Ian Brown
In anticipation of, and in connection with, the organizational restructuring in January 2025, Mr. Brown’s employment with the Group was terminated as of December 31, 2024. Mr. Brown entered into a settlement agreement (the “Brown Settlement Agreement”) with the Company that replaced all terms of the employment agreement described above. The Brown Settlement Agreement included details of the compensation arrangements associated with his departure. Pursuant to the Brown Settlement Agreement: •Mr. Brown received a payment in lieu of his 12-month contractual notice period consisting of salary ($968,477), pension ($96,848) and contractual benefits ($13,375); •Mr. Brown will remain eligible to receive a payment for his earned 2024 annual incentive based on UKI and Group performance for the full year (payable in 2025). The value of this award is $1,799,624, as outlined under the 2024 Annual Incentive Results section; •Mr. Brown’s Deferred Share Incentive Plan awards will vest in full on the later of their respective original vesting dates and the expiration of his post-termination restrictive covenants, which apply for 12 months after the termination of Mr. Brown’s employment. The value of these awards on December 31, 2024 was $822,646; •Mr. Brown’s LRSI awards will vest on a time pro-rated basis. For the 2022 award, he will remain eligible for the performance element of the award. For the 2023 and 2024 awards, the performance multiplier elements of these awards will lapse. Awards will vest in full on the later of their respective original vesting dates and the expiration of his post-termination restrictive covenants. The value of these awards on December 31, 2024 was $3,646,213 at target performance of the Multiplier element of the award; •Mr. Brown’s Sharesave options will lapse; and •The second tranche of Mr. Brown’s new-hire Joiner RSP award based on performance will vest on a time pro-rated basis on the later of its respective original vesting dates and the expiration of his post-termination restrictive covenants (with all other unvested tranches of new hire awards lapsing). The value of thus awards at December 31, 2024 was $1,246,504 at target performance. Mr. Brown’s restrictive covenants generally include a non-compete, non-solicitation of customers or suppliers and non-solicitation of employees. All payments are subject to Mr. Brown’s compliance with his settlement agreement under which he has waived any potential claims against the Group. All cash and equity awards shall remain subject to clawback under the relevant plan rules and the Company's Clawback Policies.
Departure of Mr. Edgecliffe-Johnson
On May 30, 2024, Mr. Edgecliffe-Johnson entered into a termination agreement with the Company (the “Edgecliffe-Johnson Termination Agreement”) which replaced his employment agreement. In consideration for a release of claims against the Company, the Edgecliffe-Johnson Termination Agreement provides for the following, consistent with a termination without cause: •Mr. Edgecliffe-Johnson received a lump-sum payment in lieu of his 12-month notice period in respect of base salary ($992,076) and pension contributions ($89,287); •Mr. Edgecliffe-Johnson will remain eligible to receive a pro-rated annual incentive in respect of 2024 (based on actual Company performance for the full year). The value of this award is $858,139, as outlined under the 2024 Annual Incentive Results section; •Tranches 1 and 2 of Mr. Edgecliffe-Johnson’s Consolidated LTIP award granted on April 28, 2023 will vest on a pro-rated basis on their normal vesting dates, and Tranches 3 and 4 of the Consolidated LTIP award will lapse. The value of these awards on December 31, 2024 was $1,113,661 at target performance. •Mr. Edgecliffe-Johnson’s Deferred Share Incentive Plan awards will vest in full on the later of their respective original vesting dates and the expiration of his post-termination restrictive covenants, which apply for 12 months after the termination of Mr. Edgecliffe-Johnson’s employment; The value of these awards on December 31, 2024 was $1,132,786. •Mr. Edgecliffe-Johnson’s Sharesave options will lapse; and •Mr. Edgecliffe-Johnson will retain any equity awards that were granted in respect of the compensation he forfeited on his leaving his prior employer. These awards are not subject to performance conditions and will vest either on their original vesting dates or on the expiration of Mr. Edgecliffe-Johnson's post-termination restrictive covenants, which apply for 12 months after the termination of Mr. Edgecliffe-Johnson’s employment. The value of these awards on December 31, 2024 was $5,195,879. Mr. Edgecliffe-Johnson’s restrictive covenants generally include a non-compete, non-solicitation of customers or suppliers and non-solicitation of employees. All payments are subject to Mr. Edgecliffe-Johnson’s compliance with his termination agreement under which he has waived any potential claims against the Group. All cash and equity awards shall remain subject to clawback under the relevant plan rules and the Company's Clawback Policies.
Accounting for Stock Based Compensation
Accounting for Stock Based Compensation We follow the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (“ASC 718”) for our equity-based compensation awards. ASC 718 requires companies to calculate the grant date “fair value” of their equity-based awards using a variety of assumptions. ASC 718 also requires companies to recognize the compensation cost of their equity-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Future grants of stock options, restricted stock, restricted stock units and other equity-based awards under our equity incentive award plans will be accounted for under ASC 718. We anticipate that the Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.
Summary Compensation Table
Summary Compensation Table The following table presents summary information regarding the total compensation awarded to, earned by, or paid to each of our NEOs for the fiscal years indicated.
Summary Compensation Table
| Name and principal position | Year(1) | Salary ($)(4) | Bonus ($) | Stock awards ($)(5),(6) | Non-equity incentive plan compensation ($)(7) | All other compensation ($)(4),(8) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Peter Jackson Chief Executive Officer | 2024 | 1,518,172 | — | 17,064,276 | 3,461,050 | 130,562 | 22,174,060 | | | 2023 | 1,509,738 | — | 4,133,108 | 1,993,572 | 142,612 | 7,779,031 | | | 2022 | 1,393,083 | — | 2,649,251 | 686,603 | 216,634 | 4,945,571 | | Rob Coldrake (2) Chief Financial Officer | 2024 | 724,349 | — | 1,584,550 | 815,071 | 70,430 | 3,194,400 | | Amy Howe Chief Executive Officer, FanDuel | 2024 | 1,025,130 | — | 9,231,062 | 1,187,375 | 129,538 | 11,573,105 | | Pádraig Ó Ríordáin Former Chief Legal Officer | 2024 | 810,993 | | 2,386,265 | 1,816,012 | 89,098 | 5,102,368 | | Ian Brown Former Chief Executive Officer, UKI | 2024 | 963,666 | — | 3,647,227 | 1,799,624 | 104,291 | 6,514,809 | | Paul Edgecliffe-Johnson(3) Former Chief Financial Officer | 2024 | 403,209 | — | 2,494,486 | 858,139 | 1,264,555 | 5,020,389 | | | 2023 | 731,806 | | 5,443,230 | 900,357 | 67,162 | 7,142,555 |
Summary Compensation Table
1.Prior to January 1, 2025, the Company qualified as a foreign private issuer within the meaning of the Exchange Act. As a result, none of Ms. Howe and Mr. Brown and Mr. Ó Ríordáin were named executive officers for fiscal 2023 or 2022, nor have we previously reported individual compensation for any of these named executive officers. Accordingly, we have excluded compensation for each of Ms. Howe and Mr. Brown and Mr. Ó Ríordáin for fiscal 2023 and 2022. As a foreign private issuer, the Company was required to provide executive compensation disclosure on an individual basis for fiscal 2022 and 2023 for Mr. Jackson and for fiscal 2023 for Mr. Edgecliffe-Johnson for the period from his appointment to the role on March 20, 2023, in accordance with the requirements of Form 20-F. 2.On May 31, 2024, Mr. Coldrake was appointed to the role of Chief Financial Officer. Prior to his appointment, Mr. Coldrake was the Chief Financial Officer of the International division. His compensation disclosed in this table reflect both the values earned prior to and post his appointment as Group CFO including the portion of his annual incentive plan relating to time served as CFO of International and the LRSI award he received prior to his appointment as Group CFO. In addition, the Stock Awards figure for Mr. Coldrake includes a value of $177,016 for the modification of an award he held under the International Incentive Plan that was part of his terms on appointment as Group CFO. This modification to this award consisted of the removal of performance conditions with a corresponding reduction in the total number of shares, this change was made to avoid future conflicts of interest in the assessment of that award. 3.On May 31, 2024, Mr. Edgecliffe-Johnson's employment was terminated from the Group without Cause. With the exception of specific items in the "All Other Compensation" figure, all compensation disclosed for Mr. Edgecliffe-Johnson for 2024 relate to his time in role including the value of Tranche 2 of his Consolidated LTIP for which the performance period commenced in 2024. The "All Other Compensation" figure for Mr. Edgecliffe-Johnson includes $1,087,817 relating to the salary and pension in lieu of his notice period and $131,758 relating to a one-time bonus related to the buy out of his FY2023 bonus due from his previous employer.
Summary Compensation Table
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Summary Compensation Table
4.The annual salaries for Mr. Jackson and Mr. Edgecliffe-Johnson are inclusive of Director fees. These fees are denominated in GBP or USD and paid in EUR. Mr. Jackson's salary up to and including August 18, 2024 and Mr. Edgecliffe-Johnson's salary up to and including May 31, 2024 are denominated and paid in GBP each month in arrears. Mr. Jackson's salary from August 19, 2024, is denominated in USD and processed in GBP each month in arrears. For Mr. Jackson's salary denominated in USD but processed in GBP, this is translated at the exchange rate available to the Company at the time of payment. Salaries for Mr. Coldrake and Mr. Brown are denominated and paid in GBP each month in arrears. The salary for Mr. Ó Ríordáin is denominated and paid in EUR each month in arrears. The salary for Ms. Howe is denominated and paid in USD each month in arrears. Salary and pension figures not denominated in USD have been translated on a monthly basis using the applicable monthly average rate FX rate as reported by XE Corporation Inc. 5.The amounts reflected in this column represent the aggregate grant date fair value of all equity awards that we granted to our NEOs, computed in accordance with FASB ASC 718. For all NEOs, the amount in the “Stock Awards” column equals the aggregate grant date fair value (or modification value) of all relevant awards. The actual value, if any, realized by each NEO for these awards is a function of the value of the underlying shares if and when these awards vest and, for any performance-based equity, the level of attainment of the applicable performance goal. Additional information about the assumptions that we used when valuing equity awards is set forth in Note 19 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024. 6.For time-based awards, we calculated the grant date fair value under FASB ASC 718 based on the number of shares of common stock underlying the award multiplied by the closing price of the common stock on the date of grant. For performance-based awards, we calculated the grant date fair value of all awards that factors in the probable outcome of the applicable performance conditions, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC 718. This includes for LRSI awards where grant date fair values include the potential to earn additional shares as part of the Multiplier element. The table below shows the total value of each performance-based award at the grant date fair value and at maximum grant value (values for LRSI awards include the time-based multiplier element).
Summary Compensation Table
| Name | Award | Grant date | Grant date fair value of awards ($) | Grant date maximum value of award ($) | | (a) | (b) | (c) | (d) | (e) | | Peter Jackson | Consolidated LTIP 2023 | 3/1/24 | 3,150,126 | 6,630,552 | | | Flutter PSU 2024 | 8/19/24 | 9,109,625 | 16,680,000 | | Rob Coldrake | Consolidated LTIP 2024 | 6/3/24 | 947,262 | 2,883,250 | | | Flutter LRSI 2024 | 4/2/24 | 346,616 | 431,357 | | Amy Howe | Flutter PSU 2024 | 8/19/24 | 6,747,728 | 12,390,000 | | Pádraig Ó Ríordáin | Flutter LRSI 2024 | 4/2/24 | 1,354,996 | 1,686,264 | | Ian Brown | Joiner PSA 2022 - Tranche 2 | 3/1/24 | 1,444,933 | 2,311,893 | | | Flutter LRSI 2024 | 4/2/24 | 1,592,167 | 1,981,322 | | Paul Edgecliffe-Johnson | Consolidated LTIP 2023 | 3/1/24 | 1,449,200 | 3,050,352 |
Summary Compensation Table
Additional information about the assumptions that we used when valuing equity awards is set forth in Note 19 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024. 7.Column (f) represents annual incentive awards earned for fiscal 2024 performance.
Summary Compensation Table
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Summary Compensation Table
8.For the majority of NEOs, the benefits they received were in line with those received by the wider employee population for their business area and location. Details of the "Other Compensation" column values for each NEO can be broken down as follows:
Summary Compensation Table
| Name | Total ($) | Pension related values ($) | Value of perquisites ($) | Perquisites included | | (a) | (b) | (c) | (d) | (e) | | Peter Jackson | 130,562 | 116,159 | 14,403 | •Private medical cover •Annual medical check up | | Rob Coldrake | 70,430 | 61,738 | 8,691 | •Private medical cover •Annual medical check up | | Amy Howe | 129,538 | 11,538 | 118,000 | •Personal security | | Pádraig Ó Ríordáin | 89,098 | 81,099 | 7,998 | •Private medical cover •Annual medical check up | | Ian Brown | 104,291 | 96,367 | 7,924 | •Private medical cover •Annual medical check up | | Paul Edgecliffe-Johnson | 1,264,555(1) | 36,289 | 8,691 | •Private medical cover •Annual medical check up |
Summary Compensation Table
1.Mr. Edgecliffe-Johnson's total value includes payment of $1,087,817 made in lieu of his notice period pursuant to the "Edgecliffe-Johnson Termination Agreement" outlined on page 102 and $131,758 in a cash payment relating to buy out of incentives relating to his prior employment as agreed on joining the Company in 2023.
Summary Compensation Table
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Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards for fiscal 2024 with respect to our NEOs.
Grants of Plan-Based Awards
| Name | Award | Grant date | Estimated future payouts under non-equity incentive plan awards(1) | | | Estimated future payouts under equity incentive plan awards(2) | | | All other stock awards: Number of shares of stock or units (#)(3) | Grant date fair value of stock and option awards ($)(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | Peter Jackson | Annual cash incentive | — | — | 2,896,518 | 4,344,778 | — | — | — | — | — | | | Consolidated LTIP 2023 | 3/1/24 | — | — | — | 3,837 | — | 30,697 | — | 3,150,126 | | | Flutter PSU 2024 | 8/19/24 | — | — | — | 20,148 | 40,297 | 80,594 | — | 9,109,625 | | | DSIP 2024(5) | 4/2/24 | — | — | — | — | — | — | 9,705 | 2,024,524 | | | Flutter RSU 2024 | 8/19/24 | — | — | — | — | — | — | 13,432 | 2,780,000 | | Rob Coldrake | Annual cash incentive | — | — | 833,862 | 1,317,507 | — | — | — | — | — | | | Consolidated LTIP 2024 | 6/3/24 | — | — | — | 1,905 | — | 15,244 | — | 947,262 | | | Flutter LRSI 2024 | 4/2/24 | — | — | — | 187 | — | 749 | 1,498 | 346,616 | | | DSIP 2024(5) | 2/4/24 | — | — | — | — | — | — | 544 | 113,655 | | | International Incentive Plan(6) | 5/31/24 | — | — | — | — | — | — | 9,779 | 177,016 | | Amy Howe | Annual cash incentive | — | — | 1,032,500 | 2,065,000 | — | — | — | — | — | | | Flutter PSU 2024 | 8/19/24 | — | — | — | 14,924 | 29,849 | 59,698 | — | 6,747,728 | | | Annual RSU 2024 | 4/2/24 | — | — | — | — | — | — | 10,009 | 2,000,000 | | | DSIP 2024(5) | 4/2/24 | — | — | — | — | — | — | 2,419 | 483,333 | | Pádraig Ó Ríordáin | Annual cash incentive | — | — | 1,519,930 | 2,279,894 | — | — | — | — | — | | | Flutter LRSI 2024 | 4/2/24 | — | — | — | 732 | — | 2,928 | 5,856 | 1,354,996 | | | DSIP 2024(5) | 4/2/24 | — | — | — | — | — | — | 4,944 | 1,031,269 |
Grants of Plan-Based Awards
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Grants of Plan-Based Awards
| Name | Award | Grant date | Estimated future payouts under non-equity incentive plan awards(1) | | | Estimated future payouts under equity incentive plan awards(2) | | | All other stock awards: Number of shares of stock or units (#)(3) | Grant date fair value of stock and option awards ($)(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | Ian Brown | Annual cash incentive | — | — | 1,452,716 | 1,936,955 | — | — | — | — | — | | | Joiner PSA 2022 - Tranche 2 | 3/1/24 | — | — | — | 2,690 | 6,725 | 10,761 | — | 1,444,933 | | | Flutter LRSI 2024 | 4/2/24 | — | — | — | 860 | — | 3,440 | 6,881 | 1,592,167 | | | DSIP 2024(5) | 4/2/24 | — | — | — | — | — | — | 2,925 | 610,127 | | Paul Edgecliffe-Johnson | Annual cash incentive | — | — | 718,168 | 1,077,252 | — | — | — | — | — | | | Consolidated LTIP 2023 | 3/1/24 | — | — | — | 1,765 | — | 14,122 | — | 1,449,200 | | | DSIP 2024(5) | 4/2/24 | — | — | — | — | — | — | 4,383 | 914,336 | | | Joiner Award 2024 | 4/2/24 | — | — | — | — | — | — | 627 | 130,951 |
Grants of Plan-Based Awards
1.Columns (d) to (f) represent annual incentive awards made to each NEO earned for fiscal 2024 performance. For Mr. Coldrake, this includes the portion of his annual incentive prior to and after his appointment as Group CFO. 2.Columns (g) to (i) represent equity awards granted to each NEO in the form of performance-based awards. See the CD&A and 'Outstanding Equity Awards' table on page 110 for additional details. 3.Column (j) represents equity awards granted to each NEO in the form of time-based awards. See the CD&A and 'Outstanding Equity Awards' table on page 110 for additional details. 4.Column (k) represents the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718. 5.DSIP 2024 awards relate to legacy arrangement of the mandatory deferral of a portion of each NEO's 2023 annual incentive award into an equity award. Further details of the DSIP award are provided on page 97. From 2025, the DSIP plan will be discontinued and future annual incentive plan awards will be paid out fully in cash. 6.Represents the fair value of the modification of an award held under the International Incentive Plan on his appointment as Group CFO.
Grants of Plan-Based Awards
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Outstanding Equity Awards
Outstanding Equity Awards The following table provides the number of outstanding share awards held by our NEOs as of December 31, 2024, along with the market value. For performance-based awards, the number of shares shown takes into account the latest expected result as of December 31, 2024.
Outstanding Equity Awards
| Name | | | Stock awards | | | | | | Award | Grant date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(2) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | Peter Jackson | DSIP 2021(3) | 3/18/21 | 3,517 | 908,969 | — | — | | | DSIP 2022(3) | 3/4/22 | 14,162 | 3,660,169 | — | — | | | DSIP 2023(3) | 3/7/23 | 4,178 | 1,079,804 | — | — | | | DSIP 2024(3) | 4/2/24 | 9,705 | 2,508,257 | — | — | | | Flutter RSU 2024(4) | 8/19/24 | 13,432 | 3,471,500 | — | — | | | LTIP 2022(5) | 3/8/22 | — | — | 25,180 | 6,507,771 | | | Consolidated LTIP T1(6) | 4/28/23 | — | — | 30,697 | 7,933,640 | | | Consolidated LTIP T2(6) | 3/1/24 | — | — | 30,697 | 7,933,640 | | | Flutter PSU 2024(7) | 8/19/24 | — | — | 40,297 | 10,414,760 | | Rob Coldrake | DSIP 2023(3) | 3/7/23 | 350 | 90,458 | — | — | | | DSIP 2024(3) | 4/2/24 | 544 | 140,597 | — | — | | | Flutter LRSI 2023(8) | 3/7/23 | 1,807 | 467,019 | 903 | 233,380 | | | Flutter LRSI 2024(8) | 4/2/24 | 1,498 | 387,158 | 749 | 193,579 | | | International Incentive Plan 2022(9) | 6/3/24 | 9,779 | 2,527,383 | — | — | | | Consolidated LTIP T2(10) | 6/3/24 | — | — | 15,244 | 3,939,812 | | Amy Howe | VCP 2021(11) | 3/31/23 | 17,798 | 4,599,893 | — | — | | | Flutter RSP 2021(4) | 12/6/21 | 27,513 | 7,110,735 | — | — | | | Annual RSU 2022(4) | 3/4/22 | 5,383 | 1,391,236 | — | — | | | DSIP 2023(3) | 3/7/23 | 1,105 | 285,587 | — | — | | | Annual RSU 2023(4) | 3/7/23 | 8,358 | 2,160,125 | — | — | | | DSIP 2024(3) | 4/2/24 | 2,419 | 625,191 | — | — | | | Annual RSU 2024(4) | 4/2/24 | 10,009 | 2,586,826 | — | — | | | Flutter PSU 2024(7) | 8/19/24 | — | — | 29,849 | 7,714,474 | | | FanDuel CEO VCP 2021(12) | 3/1/23 | — | — | — | 12,500,000 | | Pádraig Ó Ríordáin | DSIP 2021(3) | 3/18/21 | 1,481 | 382,764 | — | — | | | DSIP 2022(3) | 3/4/22 | 8,162 | 2,109,469 | — | — | | | DSIP 2023(3) | 3/7/23 | 2,230 | 576,344 | — | — | | | DSIP 2024(3) | 4/2/24 | 4,944 | 1,277,777 | — | — | | | Flutter LRSI 2022(8),(13) | 3/8/22 | 10,267 | 2,653,506 | 5,133 | 1,326,624 | | | Flutter LRSI 2023(8),(13) | 3/7/23 | 7,350 | 1,899,608 | 3,675 | 949,804 | | | Flutter LRSI 20248,13 | 4/2/24 | 5,856 | 1,513,483 | 2,928 | 756,742 |
Outstanding Equity Awards
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Outstanding Equity Awards
| Name | | | Stock awards | | | | | | Award | Grant date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(2) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | Ian Brown | DSIP 2023(3) | 3/7/23 | 258 | 66,680 | — | — | | | DSIP 2024(3) | 4/2/24 | 2,925 | 755,966 | — | — | | | Flutter LRSI 2022(8),(14) | 11/14/22 | 6,688 | 1,728,514 | 3,344 | 864,257 | | | Flutter LRSI 2023(8),(14) | 3/7/23 | 4,237 | 1,095,053 | — | — | | | Flutter LRSI 2024(8),(14) | 4/2/24 | 1,511 | 390,518 | — | — | | | Joiner PSA 2022 - Tranche 2(14) | 3/31/24 | — | — | 9,647 | 2,493,267 | | Paul Edgecliffe-Johnson | Joiner Award 2023(15),(16) | 3/20/23 | 19,477 | 5,033,831 | — | — | | | DSIP 2024(3) | 4/2/24 | 4,383 | 1,132,786 | — | — | | | Joiner Award 2024(15),(16) | 4/2/24 | 627 | 162,048 | — | — | | | Consolidated LTIP T1(6),(17) | 4/28/23 | — | — | 6,661 | 1,721,535 | | | Consolidated LTIP T2(6),(17) | 3/1/24 | — | — | 1,958 | 506,045 |
Outstanding Equity Awards
1.Column (e) represents the market value of time-based awards, calculated by multiplying the number of shares shown in column (d) by $258.45, which was the closing price of our common stock on the NYSE on December 31, 2024. 2.Column (g) represents the market value of performance-based awards, calculated by multiplying the number of shares shown in column (f) by $258.45, which was the closing price of our common stock on the NYSE on December 31, 2024. The number of performance-based awards shown in column (f) represents the best estimate at fiscal 2024 of performance at either threshold, target or max. 3.Represents awards granted under the legacy Deferred Share Incentive Plan which required the deferral of a portion of each executive's annual incentive plan value (this is described in further detail on page 97). These awards were granted on the dates specified in column (c) and generally vest in two equal installments: (a)50% on the third anniversary of the grant date and 50% on the fourth anniversary for Mr. Jackson, Mr. Edgecliffe-Johnson and Mr. Ó Ríordáin; and (b)50% on the first anniversary of the grant date and 50% on the second anniversary for Mr. Coldrake, Ms. Howe and Mr. Brown. DSIP awards are subject to the recipient's continued service with the Company through each vesting date. 4.Represents time-based awards granted on the dates specified in column (c) and vest: (a)33⅓% on the first anniversary of the grant date, 33⅓% on the second anniversary, and 33⅓% on the third anniversary for Mr. Jackson’s Flutter RSU 2024 award and Ms. Howe’s Annual RSU 2022, 2023 and 2024 awards. Numbers shown for Ms. Howe's 2022 and 2023 RSU awards are the number of outstanding shares currently outstanding; and (b)20% each on the first, second, third, fourth and fifth anniversaries of the grant date, for Ms. Howe’s RSP 2021 award. The number shown for this award is the number of shares currently outstanding. All these time-based awards are subject to the recipient's continued service with the Company through each applicable vesting date. 5.Represents an award granted under the Company's legacy LTIP in 2022. This award was granted at the maximum number of shares able to vest on the dates specified in column (c), and the amount outstanding in column (f) assumes a maximum payout based on testing as of December 31, 2024. Awards vest on a straight-line basis between the threshold (25% vesting) and the maximum (100% vesting), based on Flutter’s relative TSR vs. FTSE 100 Index (excluding house builders, real estate investment trusts, and natural resources companies) over the 36-month performance period from January 1, 2022, to December 31, 2024. The actual number of shares, if any, will vest on the third anniversary of the grant date and are subject to a two-year holding period following the vesting date.
Outstanding Equity Awards
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Outstanding Equity Awards
6.Represents Tranche 1 and Tranche 2 of the award granted under the legacy Consolidated LTIP award granted to Mr. Jackson and Mr. Edgecliffe-Johnson. The performance period for Tranche 3 commenced on January 1, 2025, and the performance period for Tranche 4 will commence on January 1, 2026. These awards were granted at the maximum level on the dates specified in column (c), with the performance period for Tranche 2 commencing on January 1, 2024. The amount outstanding in column (f) assumes maximum payout for Tranches 1 and 2. Tranches 1 and 2 vest on a straight-line basis between the threshold (12.5% vesting) and the maximum (100% vesting), based on the following:
Outstanding Equity Awards
| | Tranche 1 | Tranche 2 | | Performance Measure & Comparison Group | Flutter’s relative TSR vs. FTSE 100 Index (excluding Real Estate Investment Trusts and Closed-End Investment Trusts) | Flutter’s relative TSR vs. S&P 500 constituent companies | | Performance Period | 36-month performance period from January 1, 2023, to December 31, 2025 | 36-month performance period from January 1, 2024, to December 31, 2026 |
Outstanding Equity Awards
The actual number of shares, if any, will vest on the relevant vesting date for each tranche and all shares earned under each of the four tranches are subject to a holding period until the sixth anniversary of the original grant date. An underpin also applies, requiring the Committee to ensure that the formulaic outcome appropriately reflects the Company’s underlying performance and sustainability objectives. 7.Represents PSU awards granted at the target level on the dates specified in column (c), and the amount outstanding in column (f) assumes a target payout. The number of shares vesting could range from the threshold (50% of target) to the maximum (200% of target). Performance conditions for the 2024 award are weighted as follows: 33.3% Group Adjusted EPS, 33.3% Group Net Revenue, and 33.3% relative TSR vs. S&P 500. All measures have a performance period of 36-month from January 1, 2024, to December 31, 2026. The actual number of PSUs, if any, will vest on the third anniversary of the grant date. 8.Represents LRSI awards consisting of a time-based 'Core' element and a performance-based 'Multiplier' element. The Core award is included in column (d), and the Multiplier is included in column (f), which provides the opportunity to earn up to an additional 50% of the Core award at maximum, and 12.5% at threshold. The outstanding amounts in column (f) assume maximum performance. The award was granted on the dates specified in column (c). (a)For LRSI 2022 awards, the Core award and any Multiplier, if earned, will vest in full on October 1, 2025. The number of Multiplier shares earned will be based on Flutter’s relative TSR vs. FTSE 100 Index (excluding house builders, real estate investment trusts, and natural resources companies), over the 36-month performance period from January 1, 2022, to December 31, 2024. (b)For LRSI 2023 awards, the Core award and any Multiplier, if earned, will vest in full on October 1, 2026. The number of Multiplier shares earned will be based on Flutter’s relative TSR vs. FTSE 100 Index (excluding real estate investment trusts and investment trusts), over the 36-month performance period from January 1, 2023, to December 31, 2025. (c)For LRSI 2024 awards, the Core award and any earned Multiplier will vest in full on September 1, 2027. The number of Multiplier shares earned will be based on Flutter’s relative TSR vs. S&P 500 over the 36-month performance period from January 1, 2024, to December 31, 2026. 9.Represents post-modification amount of shares granted under the International Incentive Plan. This award was granted on the date specified in column (c) and modified in June 2024, in connection with Mr. Coldrake’s appointment as Group CFO. The modification consisted of a reduction in the total number of shares outstanding with the removal of the performance-based vesting requirements. This modification was made to ensure there were no future conflicts of interest in the assessment of the performance results of the International Incentive Plan. The award will vest in full on March 2, 2026. 10.Represents the awards granted under the legacy Consolidated LTIP award upon Mr. Coldrake’s appointment to Group CFO, covering three award years (three tranches). The first tranche of Mr. Coldrake’s shares (included in the table above) aligns with Tranche 2 of the award for Mr. Jackson and Mr. Edgecliffe-Johnson in terms of performance measure, comparator group, and performance period. This award was granted at the maximum level on the dates specified in column (c), and the amount outstanding in column (f) assumes maximum payout for Mr. Coldrake's first tranche of the award. The performance periods for the second and third tranches will commence January 1, 2025, and January 1, 2026, respectively. The actual number of shares, if any, will vest on the relevant vesting date for each tranche, and all shares earned under each of the three tranches are subject to a holding period until April 28, 2029 (the sixth anniversary of the grant for Mr. Jackson and Mr. Edgecliffe-Johnson's awards). An underpin also applies, requiring the Committee to ensure the formulaic outcome appropriately reflects Flutter’s underlying performance and sustainability objectives. 11.Represents an award granted under the legacy FanDuel VCP to Ms. Howe. This award was initially a value creation award but was modified in 2023 to a time-based award. The modification date is specified in column (c). The award vests in two equal installments: 50% vested on February 5, 2024, and 50% will vest on February 5, 2025.
Outstanding Equity Awards
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Outstanding Equity Awards
12.Represents a bespoke VCP award made to Ms. Howe in 2021 upon her appointment as FanDuel CEO, which was subsequently modified in 2023; the modification date is shown in column (c). The number shown in column (g) with respect to the VCP award represents the value at threshold performance. Performance conditions are based on the value creation, measured as the future growth in value of the FanDuel business above an initial start value. The incremental gain is the excess of the equity value as of the fifth anniversary of the original grant date (‘Measurement Date’) over the Start Value. The actual value of the VCP award will be determined at the Measurement Date, subject to the recipient's continued service with the Company through the Measurement Date. 13.Pursuant to the terms of the "Ó Ríordáin Transition Agreement": (a)DSIP awards will vest in full on the later of their respective original vesting dates and the expiration of post-termination restrictive covenants, which apply for 12 months after the termination of Mr. Ó Ríordáin’s employment; and (b)LRSI 'Core' awards will vest on a time pro-rated basis, and the 'Multiplier' performance elements will be calculated on the pro-rated 'Core' number. Awards will vest on the later of their original vesting dates or the expiration of his post-termination restrictive covenants, which apply for 12 months following his retirement. 14.Pursuant to the terms of the "Brown Settlement Agreement": (a)DSIP awards will vest in full on the later of their respective original vesting dates and the expiration of post-termination restrictive covenants, which apply for 12 months after the termination of Mr. Brown’s employment; (b)LRSI 2022, LRSI 2023 and LRSI 2024 ‘Core’ awards will vest on a time pro-rated basis, and the ‘Multiplier’ element for the 2022 LRSI will be calculated on the pro-rated Core number. The Multiplier for the LRSI 2023 and LRSI 2024 awards will lapse. The prorated Core awards and LRSI 2022 Multiplier will vest in full on the later of their respective original vesting dates and the expiration of his post-termination restrictive covenants, which apply for 12 months after the termination of Mr. Brown’s employment. Numbers shown are the time pro-rated number of shares; and (c)Tranche 2 of Mr. Brown's new hire Joiner PSA award will vest on a time pro-rated basis on the later of its respective original vesting dates and the expiration of his post-termination restrictive covenants, and the pro-rated number of shares is included in column (f). Tranche 3 and 4 of this award lapsed in full. The date of communication of the performance conditions for Tranche 2 is shown in column (c). The award was granted at the maximum number of shares. Tranche 2 vests on a straight-line basis between the threshold (25% vesting), Target (62.5%), and the maximum (100% vesting), based on specified UKI divisional revenue and EBIT performance targets. The actual number of shares will vest on the later of their respective original vesting dates and the expiration of post-termination restrictive covenants, which apply for 12 months after the termination of Mr. Brown’s employment. The amount outstanding in column (f) assumes the maximum number of shares vesting. 15.Represents awards granted to Mr. Edgecliffe-Johnson related to the package on appointment as Group CFO in 2023. These awards were granted on the dates specified in column (c), and the 2023 Joiner awards vesting is as follows: 14,873 awards on May 31, 2025, and 4,604 awards on March 10, 2026. The 2024 Joiner award will vest in full on March 10, 2027. 16.Pursuant to the terms of the "Edgecliffe-Johnson Termination Agreement" awards will vest in full on the later of their respective original vesting dates and the expiration of his post-termination restrictive covenants, which apply for 12 months after the termination of Mr. Edgecliffe-Johnson’s employment. 17.Pursuant to the terms of the Edgecliffe-Johnson Termination Agreement, Tranches 1 and 2 of the Consolidated LTIP 2023 award will vest on a pro-rated basis on their normal vesting dates. The amount outstanding in column (f) reflects the pro-rated number of shares and assumes maximum payout for Tranches 1 and 2. Tranches 3 and 4 lapsed in full.
Outstanding Equity Awards
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Options Exercised and Stock Vested
Options Exercised and Stock Vested
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation The Company does not operate any non-qualified deferred compensation plans
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control This section describes the potential payments and benefits our NEOs would receive in the event of their termination or a change in control.
Estimate of potential payments upon termination or change in control
Estimate of potential payments upon termination or change in control Assuming that the termination or change in control occurred on December 31, 2024, note that further payments may be due based on local employment legislation.
Estimate of potential payments upon termination or change in control
| NEO(1) | Payment type | Termination without cause or with good reason outside CIC period | Termination without cause or with good reason inside CIC period | Death | Disability | Termination with cause or without good reason | | Peter Jackson | Cash severance(2) | 1,459,500 | 1,459,500 | — | | — | | | Equity awards(3) | 19,616,355 | 41,164,365 | 41,164,753 | 19,616,355 | — | | | Total | 21,075,855 | 42,623,865 | 41,164,753 | 19,616,355 | — | | Rob Coldrake | Cash severance(2) | 979,615 | 979,615 | — | | — | | | Equity awards(3) | 3,141,977 | 9,735,553 | 9,735,553 | 3,141,977 | — | | | Total | 4,121,592 | 10,715,168 | 9,735,553 | 3,141,977 | — | | Amy Howe | Cash severance(2) | — | — | — | | — | | | Equity awards(3) | 25,548,685 | 38,974,067 | 38,974,067 | 25,548,685 | — | | | Total | 25,548,685 | 38,974,067 | 38,974,067 | 25,548,685 | — |
Estimate of potential payments upon termination or change in control
1.The estimates in the table reflect potential payments and benefits for our NEOs who were employed as of December 31, 2024. Paul Edgecliffe-Johnson and Ian Brown left the Company during the fiscal year, and Pádraig Ó Ríordáin will leave the Company on April 30, 2025. They have not been included in these estimates as the details of their actual compensation terms on termination have been agreed in their respective termination agreements. These details are outlined in the "Employment Agreements" section on page 99. 2.Cash severance consists of salary and pension in lieu of any notice period not served and values shown assume a 12-month notice where applicable for illustrative purposes. 3.Equity Awards with performance conditions retained are shown at target performance.
Estimate of potential payments upon termination or change in control
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CEO Pay Ratio
CEO Pay Ratio
Pay Versus Performance Table
Pay Versus Performance Table The following table sets forth additional compensation information for our principal executive officer (“PEO”) and our other non-PEO Named Executive Officers (Non-PEO NEOs) (averaged) along with total shareholder return, net income, and Group Adjusted EBIT performance results for fiscal 2024.
Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2) | Value of Initial Fixed $100 Investment on 1/29/2024 as of Year-End in: | | Net Income (in millions) ($)(4) | Group Adjusted EBIT (in millions) ($)(5) | | | | | | | Flutter Entertainment Total Shareholder Return ($)(3) | Peer Group Total Shareholder Return ($)(3) | | | | 2024 | 22,174,060 | 37,941,991 | 6,281,014 | 9,478,905 | 125.77 | 134.90 | 162 | 1,745 |
Pay Versus Performance Table
1.For 2024, the PEO was Peter Jackson, and the non-PEO NEOs were Paul Edgecliffe-Johnson, Rob Coldrake, Amy Howe, Ian Brown, and Pádraig Ó Ríordáin. 2.For 2024, compensation actually paid (“CAP”) was determined by making the following adjustments to Summary Compensation Totals for equity awards:
Pay Versus Performance Table
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Pay Versus Performance Table
| | PEO ($) | Average of Non-PEO NEOs ($) | | Fiscal Year | 2024 | 2024 | | Reported Summary Compensation Table (“SCT”) Total | 22,174,060 | 6,281,014 | | Adjustments: | | | | Deduction of Amounts Reported in “Stock Awards” Column of the SCT(i) | (17,064,276) | (3,868,718) | | Year End Fair Value of Equity Awards Granted in the Year that remain Unvested at Year End(ii) | 23,861,028 | 4,864,223 | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Remain Unvested at Year End(iii) | 8,842,187 | 2,779,472 | | Change in Fair Value Between Prior Year End and Vesting Date for Awards Granted in Prior that Vested in the Year(iv) | 128,991 | 768,372 | | Fair Value at Vesting of Equity Awards Granted and Vested in the Year(v) | — | — | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year(vi) | — | (1,345,459) | | Value of Dividends or Other Earnings Paid on Option and Stock Awards Not Otherwise Reflected in Total Compensation(vii) | — | — | | Compensation Actually Paid | 37,941,991 | 9,478,905 |
Pay Versus Performance Table
Summary Compensation Table amounts reflect the grant date fair values of equity awards. For CAP calculation purposes, adjustments have been made to reflect fair values as of each measurement date. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant, with the exception of the share price used in the valuations. The equity award adjustments for fiscal year 2024 include the addition or subtraction of the following: (i)Deduction for the amounts reported in the “Stock Awards” column of the Summary Compensation Table. (ii)Fair value, calculated in accordance with ASC Topic 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. (iii)Change in fair value, calculated in accordance with ASC Topic 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. (iv)Change in fair value, calculated in accordance with ASC Topic 718, from the end of the prior fiscal year to the vesting date for awards granted in prior years that vested in the reported year. (v)Fair value, calculated in accordance with ASC Topic 718, as of the vesting date for awards that were granted and vested in the same reported fiscal year. (vi)For awards granted in prior years that failed to meet the applicable vesting conditions during the applicable year, a deduction equal to the fair value as of the end of the prior fiscal year. (vii)The dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for 2024. 3. Represents the cumulative total shareholder return ("TSR") of our common stock and the cumulative TSR of the S&P 500 Consumer Discretionary Index (the “Peer Group TSR”), as reflected in our stock performance graph in our Annual Report on Form 10-K, which was filed on March 4, 2025. The table assumes $100 was invested at the market close on January 29, 2024, the date our common stock commenced regular-way trading on the New York Stock Exchange, through the end of the fiscal year, including reinvestment of dividends. 4. The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year. 5. See ”2024 Annual Incentive Results/Group Result – Peter Jackson, Rob Coldrake, Pádraig Ó Ríordáin, Paul Edgecliffe-Johnson” on page 93 for a definition of Group Adjusted EBIT, a non-GAAP financial measure, used for purposes of the annual incentive plan, which is our Company-Selected Measure.
Pay Versus Performance Table
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Pay Versus Performance Relationship Descriptions
Pay Versus Performance Relationship Descriptions We became a public reporting company on the New York Stock Exchange on January 29, 2024. We believe both the Summary Compensation Table and the Pay Versus Performance Table reflect our pay-for-performance philosophy. As described in the Compensation Discussion and Analysis section, a significant portion of annual target compensation awarded to NEOs is compensation at risk and contingent on the company’s performance against pre-established performance goals. The relationship between financial measures in the table above and CAP will expand as we build history as a NYSE publicly listed company. As of December 31, 2024, a $100 initial investment on the day of our primary listing on the NYSE was worth $125.77 in Flutter and $134.90 in the Peer Group. Net income for 2024 was $162 million, and Group Adjusted EBIT for 2024 was $1,745 million. The compensation actually paid to our PEO, and the average of our other NEOs was $37,941,991 and $9,478,905, respectively.
Pay Versus Performance Relationship Descriptions
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Pay Versus Performance Relationship Descriptions
Security Ownership of Certain Beneficial Owners and Management The following table and accompanying footnotes set forth information regarding the beneficial ownership of our Shares as of April 10, 2025 by: (1) each person known to us to beneficially own more than 5% of our Shares, (2) each of our NEOs, (3) each of our directors and (4) all of our directors and executive officers as a group. The number of Shares beneficially owned is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any Shares over which the individual has sole or shared voting power or investment power, as well as any Shares that the individual has the right to acquire within 60 days of April 10, 2025, through the exercise of any option, warrant or other right. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all Shares held by that person. The percentage of Shares beneficially owned is calculated on the basis of 176,740,036 Shares outstanding as of April 10, 2025. Shares that a person has the right to acquire within 60 days of April 10, 2025, are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated the address of each beneficial owner listed in the following table is c/o Flutter Entertainment plc, Belfield Office Park, Beech Hill Road Clonskeagh, Dublin 4 Ireland.
Pay Versus Performance Relationship Descriptions
| Name | Number of Shares Beneficially Owned (#) | Percentage of Shares Outstanding (%) | | Capital World Investors(1) | 13,865,128 | 7.8 | | Capital Research Global Investors(2) | 12,969,194 | 7.3 | | Caledonia(3) | 11,318,621 | 6.4 | | The Vanguard Group(4) | 9,292,486 | 5.3 | | John Bryant(5) | 6,374 | * | | Peter Jackson(6) | 25,741 | * | | Holly Keller Koeppel(7) | 2,823 | * | | Robert (Dob) Bennett(7) | 823 | * | | Nancy Cruickshank(7) | 2,078 | * | | Nancy Dubuc(8) | 1,845 | * | | Alfred F. Hurley, Jr.(9) | 17,861 | * | | Carolan Lennon(7) | 1,199 | * | | Christine M. McCarthy(7) | 823 | * | | Atif Rafiq(7) | 2,739 | * | | Robert Coldrake | 456 | | | Amy Howe(10) | 70,077 | * |
Pay Versus Performance Relationship Descriptions
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Pay Versus Performance Relationship Descriptions
| Name | Number of Shares Beneficially Owned (#) | Percentage of Shares Outstanding (%) | | Ian Brown | 32,541 | * | | Pádraig Ó Ríordáin(11) | 14,285 | * | | Paul Edgecliffe-Johnson(12) | 14,873 | * | | All current directors and executive officers as a group (15 persons)(13) | 166,664 | * |
Pay Versus Performance Relationship Descriptions
*Less than 1% of our outstanding shares. 1.Based solely on the information reported by Capital World Investors ("CWI"), pursuant to the Schedule 13G filed on November 13, 2024 with the SEC, indicating beneficial ownership as of September 30, 2024. CWI is a division of Capital Research and Management Company ("CRMC"), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited (together with CRMC, the "investment management entities"). CWI's divisions of each of the investment management entities collectively provide investment management services under the name "Capital World Investors." CWI, together with its affiliates, held an interest in 13,865,128 Shares, including 3,034 depositary receipts, which represent 3,034 Shares. CWI had sole voting power over 13,809,451 Shares and sole investment power over 13,865,128 Shares. The address of CWI is 333 South Hope Street, 55th floor, Los Angeles, California 90071. 2.Based solely on the information reported by Capital Research Global Investors ("CRGI"), pursuant to the Schedule 13G filed November 12, 2024 with the SEC, indicating beneficial ownership as of September 30, 2024. CRGI is a division of CRMC, as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited (together with CRMC, the "investment management entities"). CRGI’s divisions of each of the investment management entities collectively provide investment management services under the name "Capital Research Global Investors." CRGI, together with its affiliates, held an interest in 12,969,194 Shares. CRGI had sole voting power over 12,951,656 Shares and sole investment power over 12,969,194 Shares. The address of CRGI is 333 South Hope Street, 55th floor, Los Angeles, California 90071. 3.Based solely on the information reported by Caledonia (Private) Investments Pty Limited and Caledonia US, LP (together, “Caledonia”), pursuant to the Schedule 13G filed November 14, 2024 with the SEC, indicating beneficial ownership as of September 30, 2024. Caledonia, together with its affiliates, held an interest in 11,318,621 Shares. Caledonia had shared voting power over 11,318,621 Shares and shared investment power over 11,318,621 Shares. The address of Caledonia (Private) Investments Pty Limited is Level 10, 131 Macquarie Street, Sydney, NSW, 2000, Australia. The address of Caledonia US, LP is 650 Madison Avenue, 24th Floor, New York, New York 10022. 4.Based solely on the information reported by The Vanguard Group pursuant to the Schedule 13G/A filed November 12, 2024 with the SEC, indicating beneficial ownership as of September 30, 2024. The Vanguard Group, together with its affiliates, held an interest in 9,292,486 Shares. The Vanguard Group had shared voting power over 1,565,390 Shares, sole investment power over 7,448,610 Shares, and shared investment power over 1,843,876 Shares. The address of the Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. 5.Includes 1,304 Shares issuable pursuant to restricted stock units that vest within 60 days of April 10, 2025. 6.Includes 14,663 Shares issuable pursuant to options that are exercisable within 60 days of April 10, 2025 and 3,517 Shares issuable pursuant to restricted stock units that will settle within 60 days of April 10, 2025. 7.Includes 823 Shares issuable pursuant to restricted stock units that vest within 60 days of April 10, 2025. 8.Reflects 1,022 Shares directly owned by Ms. Dubuc’s family trust and includes 823 Shares issuable pursuant to restricted stock units that vest within 60 days of April 10, 2025. 9.Includes 14,078 Shares issuable pursuant to deferred stock units that settle upon Mr. Hurley’s separation from the company and 823 Shares issuable pursuant to restricted stock units that vest within 60 days of April 10, 2025. 10.Includes 4,546 Shares issuable pursuant to restricted stock units that will settle within 60 days of April 10, 2025. 11.Includes 14,117 Shares issuable pursuant to options that are exercisable within 60 days of April 10, 2025. 12.Reflects 14,873 Shares issuable pursuant to restricted stock units that vest within 60 days of April 10, 2025. 13.Reflects (a) 99,709 Shares beneficially owned by our directors and executive officers, (b) 30,209 Shares which our directors and executive officers have the right to acquire on or within 60 days of April 10, 2025 through the vesting and settlement of deferred stock units and restricted stock units and (c) 36,926 Shares which our directors and executive officers have the right to acquire on or within 60 days of April 10, 2025 through the exercise of options.
Pay Versus Performance Relationship Descriptions
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Pay Versus Performance Relationship Descriptions
Securities Authorized for Issuance Under Equity Compensation Plans The following table summarizes information as of December 31, 2024, about the Company’s equity compensation plans under which our Shares have been authorized for issuance from time to time:
Pay Versus Performance Relationship Descriptions
| | Number of securities to be issued upon exercise of outstanding options, warrants and rights (#) | Weighted-average exercise price of outstanding options, warrants and rights ($) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (#) | | Plan Category | (a) | (b) | (c) | | Equity compensation plan approved by security holders | 3,374,431(1) | 143.70 per share(2) | — | | Equity compensation plan not approved by security holders | 197,479(3) | — | 1,281,543(4) | | Total | 3,571,910 | | — |
Pay Versus Performance Relationship Descriptions
1.Total includes (i) 2,178,526 share awards outstanding under the 2016 Restricted Share Plan, (ii) 76,639 share awards outstanding under the 2023 Long Term Incentive Plan, (iii) 812,178 options outstanding under the Sharesave Scheme, (iv) 132,485 share awards outstanding under the 2015 Deferred Share Incentive Plan, (v) 168,118 share awards outstanding under the 2015 Long Term Incentive Plan and (vi) 6,485 share awards outstanding under the 2015 Medium Term Incentive Plan. 2.The weighted average exercise price relates only to options exercisable for consideration. The calculation of the weighted average exercise price does not include outstanding equity awards that are received or exercised for no consideration (including nil-cost options). 3.Total includes (i) 7,466 share awards outstanding under the 2022 Supplementary Restricted Share Plan, (ii) 3,540 share awards outstanding under the Betfair Long Term Incentive Plan, (iii) 569 share awards outstanding under the Betfair Deferred Share Incentive Plan, (iv) 18,089 share awards outstanding under the TSG 2015 Equity Incentive Plan, and (v) 167,815 share awards under the Flutter Entertainment Plc 2024 Omnibus Equity Incentive Plan. Total does not include certain awards that are accounted for as liability (rather than equity) awards which may, by their terms, be settled in cash or in an indeterminate number of shares. The 2024 Omnibus Equity Incentive Plan Including the Non-Employee Sub-Plan (the “2024 Plan”) was adopted by the Board with effect from June 26, 2024 and included a limit providing for the maximum number of Shares that may be issued pursuant to awards under its terms be equal to 1,770,000, less one Share for every Share that is subject to an award granted on or after June 26, 2024, under the Flutter Entertainment plc 2015 Deferred Share Incentive Plan, the Flutter Entertainment plc 2015 Long Term Incentive Plan, the Flutter Entertainment plc 2015 Medium Term Incentive Plan, the Flutter Entertainment plc 2016 Restricted Share Plan, the Flutter Entertainment plc 2022 Supplementary Restricted Share Plan, the Flutter Entertainment plc 2023 Long Term Incentive Plan, the Flutter Entertainment plc Sharesave Scheme (the “Sharesave Scheme”), the FanDuel Group Value Creation Plan, the TSE Holdings Ltd FanDuel Group Value Creation Option Plan, the Betfair Long Term Incentive Plan, Deferred Share Incentive Plan and the TSG 2015 Equity Incentive Plan dated June 22, 2015 (as amended and restated on May 10, 2018) (together, the “Prior Plans”). Following the implementation of the 2024 Plan, the Company ceased issuing awards under the Prior Plans (both those approved by security holders and those not approved by security holders) other than the Sharesave Scheme. A description of each Prior Plan can be found in the Company’s financial statements for the year ended December 31, 2024, included in the Company’s annual report on Form 10-K. 4. Total reflects the remaining share reserve under the 2024 Omnibus Equity Incentive Plan as of December 31, 2024.
Pay Versus Performance Relationship Descriptions
| Flutter Entertainment plc | 124 | 2025 Proxy Statement |
Pay Versus Performance Relationship Descriptions
Certain Relationships and Related Person Transactions Our Board has adopted a Related Person Transaction Policy regarding transactions between the Company and related persons, which we refer to as our “Related Person Transaction Policy,” to assist it in reviewing, approving and ratifying transactions with related persons and to assist us in the preparation of related disclosures required by the SEC. This Related Person Transaction Policy supplements our other policies that may apply to transactions with related persons, such as our Memorandum and Articles of Association, our policies for determining director independence, our Corporate Governance Guidelines, and our Code of Ethics. Our Related Person Transaction Policy requires that each “related person transaction” (defined as any transaction that is anticipated would be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any “related person” (as defined Item 404(a) of Regulation S-K) had or will have a direct or indirect material interest) be reviewed and approved or ratified by an approving body composed of independent members of the Board or any committee of the Board composed of independent directors. Our Board has designated the Audit Committee to serve as the approving body for this purpose. In its review, the Audit Committee will consider the relevant facts and circumstances, including: •whether the transaction was undertaken in the ordinary course of business of the Company; •the related person’s relationship with the Company; •the nature and extent (direct or indirect) of the related person’s interest in the transaction; •the material terms of the transaction, including the purpose of, and the potential benefits to the Company of the transaction; •the public announcement requirements and the board and/or shareholder approval requirements that may apply under the Exchange Act, the U.K. Listing Rules and/or the U.K. Disclosure and Transparency Rules; •the importance and fairness of the transaction both to the Company and the related person; •the business rationale for entering into the transaction; •whether the transaction would likely impair the judgment of a director or executive officer to act in the best interest of the Company; •whether the transaction could also fall within restrictions on noncash and credit transactions with directors or their connected persons under the Companies Act 2014; •whether the value and terms of the transaction are substantially similar as compared to those of similar transactions previously entered into by the Company with non-related persons, if any; and •with respect to a non-employee director or nominee, whether the transaction would compromise the director’s independence under the NYSE listing standards (including those applicable to committee service) and Rule 10A-3 of the Exchange Act, if such non-employee director serves on the Audit Committee, or status as a “non-employee director” under Rule 16b-3 of the Exchange Act, if such non-employee director serves on the Compensation and Human Resources Committee. The Audit Committee will not approve or ratify a related person transaction unless, after considering all relevant information, it has determined that the transaction is in, or is not inconsistent with, the best interests of the Company. The Audit Committee may also conclude, upon review of all relevant information, that the transaction does not constitute a related person transaction and thus that no further review is required under the policy.
Pay Versus Performance Relationship Descriptions
| Flutter Entertainment plc | 125 | 2025 Proxy Statement |
Pay Versus Performance Relationship Descriptions
Shareholder Proposals and Nominations for Our 2026 AGM In accordance with the rules established by the SEC, any shareholder proposal submitted pursuant to Rule 14a-8 to be included in the proxy statement for our 2026 AGM must be received by us by December 25, 2025. If you would like to submit a shareholder proposal to be included in those proxy materials, you should send your proposal to our Company Secretary at Flutter Entertainment plc, Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin, D04 V972. In order for your proposal to be included in the proxy statement, the proposal must comply with the requirements established by the SEC. Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received. In order for director nominations to be deemed timely, notice of such director nominations must be received by our Company Secretary by (A) no earlier than February 5, 2026 and no later than March 7, 2026, or (B) in the event that our 2026 AGM is advanced by more than 30 days before or delayed by more than 70 days from the anniversary date of this year’s AGM, notice by the shareholder must be so received no earlier than the 120th calendar day prior to the 2026 AGM and no later than the close of business on the later of the 90th calendar day prior to the 2026 AGM or the 10th calendar day following the day on which public announcement of the date of the 2026 AGM is first made, and, in each case, must satisfy the notification, timeliness, consent and information requirements set forth in our Articles. Additionally, any notice of director nomination must include the additional information required by Rule 14a-19(b) under the Exchange Act. Our Articles (as amended from time to time), which have other informational requirements that must be followed in connection with submitting director nominations and any other business for consideration at a shareholders meeting, are posted on our website at www.flutter.com.
Pay Versus Performance Relationship Descriptions
| Flutter Entertainment plc | 126 | 2025 Proxy Statement |
Pay Versus Performance Relationship Descriptions
General Information About Our 2025 AGM Flutter Entertainment plc is making this Notice of Meeting and Proxy Statement available to its shareholders in connection with the solicitation of votes or proxies by Flutter Entertainment plc, on behalf of the Board, for use at the Company’s 2025 AGM to be held on June 5, 2025 at 2:00 p.m. Irish time / 9:00 a.m. Eastern time and at any adjournment or postponement of such meeting. The AGM will be held at our registered office at Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin 4, D04 V972, Ireland. Shareholders will also be provided with a facility to listen to the AGM remotely by going to www.virtualshareholdermeeeting.com/FLUT2025; however attending the AGM virtually will not allow you to vote, speak, or ask questions at the AGM. You are receiving this Proxy Statement because you owned our Shares at the close of business on April 10, 2025, the Record Date for the AGM, which entitles you to vote at the AGM. This Proxy Statement describes the matters on which we would like you to vote and provides information on those matters so that you can make an informed decision.