Marni M. Walden

About Marni M. Walden

Marni M. Walden (age 58) is an independent director of DraftKings and has served on the Board since April 2020 after previously serving on the board of DK Crown Holdings Inc. (formerly DraftKings Inc.) from October 2018 to April 2020 . She retired from Verizon in 2018 after senior leadership roles including President/EVP of Global Media & Telematics (2016–2018) and President/EVP of Product Innovation (2014–2016), and she led major M&A integrations including Yahoo, AOL, Fleetmatics, Telogis, Alltel and RCC . Walden attended California State University, Chico (English major, Communications minor) . She currently chairs DraftKings’ Nominating & Corporate Governance Committee and Compliance & Risk Committee and serves on the Transaction Committee .

Past Roles

External Roles

Board Governance

• Independence and structure: DraftKings is a controlled company (Jason Robins holds ~89% of voting power) but maintains a majority-independent board; Walden is classified as an independent director under NASDAQ standards . The Board combines CEO/Chair roles and has no Lead Independent Director .
• Committee leadership and memberships (2024):
  • Nominating & Corporate Governance Committee: Chair; members Walden, Mosley, Levin (all independent); 1 meeting, 1 unanimous written consent .
  • Compliance & Risk Committee: Chair; members Walden, Jocelyn Moore, Liberman; 4 meetings .
  • Transaction Committee: Member; chaired by Sloan; members Sloan, Murray, Walden, Moore; 4 meetings, 4 unanimous written consents .
  • Audit Committee: Not a member (members Murray (Chair), Jocelyn Moore, Valerie Mosley) .
  • Compensation Committee: Not a member (members Ryan Moore (Chair), Murray, Jocelyn Moore) .
• Attendance and engagement: In 2024, the Board held 6 meetings and each director attended at least 75% of Board and applicable committee meetings; non‑employee directors held 4 executive sessions .

Fixed Compensation

• Director compensation framework (2024): annual Board retainer $45,000; committee chair retainers: Audit $20,000, Compensation $17,500, Nominating & Corporate Governance $10,000, Compliance & Risk $10,000, Transaction $10,000; committee member retainers: Audit $10,000, Compensation $7,500, Nominating & Corporate Governance $5,000, Compliance & Risk $5,000, Transaction $10,000. Equity retainer of $250,000 in RSUs at each annual meeting, vesting at the next annual meeting or one‑year anniversary; retainers have been delivered in equity until profitability; retainers payable quarterly in arrears .

Performance Compensation

• Structure: Non-employee director equity compensation is an annual RSU retainer (target $250,000) that vests based on continued service until the next annual meeting or one year; no performance-based metrics apply to director equity .
• 2024 grant context: Each non-employee director held 6,969 unvested RSUs as of December 31, 2024 (aggregate per director) .

Other Directorships & Interlocks

• Current public/private boards: Airlinq (private), Persado (private) .
• Prior public board: ironSource Ltd. (public; service ended Nov 2022) .
• Advisory roles: Goldman Sachs and New Mountain Capital; no related‑person transactions with DraftKings were disclosed in the proxy; Audit Committee reviews related‑person transactions per policy .
• Stockholders Agreement: Walden is a party (legacy business combination governance); not a related‑party transaction by itself .

Expertise & Qualifications

• Over 20 years in telecom, technology, and media with P&L ownership and M&A execution at Verizon, including driving digital transformation and major integrations (Yahoo, AOL, Fleetmatics, Telogis, Alltel, RCC) .
• Governance and compliance oversight evidenced by chair roles in Nominating & Corporate Governance and Compliance & Risk Committees .
• Prior operator experience at Verizon Wireless as COO and CMO; additional background across AT&T, McCaw, and General Cellular .
• Education: California State University, Chico (English; Communications minor) .

Equity Ownership

Governance Assessment

• Positives for investor confidence:

  • Independent director with deep operator/M&A expertise; chairs two key committees (Nominating & Governance; Compliance & Risk), signaling strong governance and regulatory oversight .
  • Attendance/engagement thresholds met; non‑employee directors held executive sessions, supporting independent oversight .
  • Compensation aligned to shareholders via equity-based retainers; director ownership guidelines in place .
  • No related‑person transactions involving Walden disclosed; formal policy places review under Audit Committee .

• Considerations / potential red flags:

  • Controlled company structure concentrates voting power (~89% with CEO/Chair), and the board has no Lead Independent Director, elevating the importance of strong committee leadership by independent directors like Walden .
  • Advisory roles at Goldman Sachs and New Mountain Capital could present perceived conflicts if those firms engage with DraftKings; no such transactions were disclosed in the proxy .
  • Retainers delivered in equity until profitability increases alignment but can contribute to dilution; the program explicitly uses $250,000 RSU retainers for directors .

Overall, Walden’s committee leadership, independence, and relevant operating/M&A background are positives for board effectiveness, particularly in governance, compliance, and transactional oversight, within a controlled-company context .