Paul Liberman
DraftKingsAbout Paul Liberman
Co‑founder and President, Global Technology & Product at DraftKings; director since April 2020. Age 41, B.S. in Electrical Engineering (minor in Computer Science) from Worcester Polytechnic Institute . Career at DraftKings spans CTO (2011–2013), CMO, COO (2015–Dec 2019), and current role since Dec 2019; he leads product development and platform technology across Sportsbook/iGaming/DFS . Business performance context: 2024 revenue grew 30% to $4.768B; Adjusted EBITDA improved; cumulative TSR (value of $100) measured at $348 in 2024 vs $329 (2023), $106 (2022), $257 (2021), $435 (2020) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| DraftKings (DK Crown Holdings Inc./DraftKings Inc.) | Chief Technology Officer | 2011–2013 | Built early platform; foundational tech leadership for DFS launch |
| DraftKings | Chief Marketing Officer | 2013–2015 | Scaled user acquisition; brand/product growth |
| DraftKings | Chief Operations Officer | 2015–Dec 2019 | Operationalized product and growth engine pre/post-SPAC |
| DraftKings | President, Global Technology & Product | Dec 2019–present | Leads product development; delivered in‑house markets, risk platform, streaming integrations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Extend, Inc. | Advisor (product/strategy) | n/a | Provides input on product and strategy to the B2B warranty/automation platform |
| DBDK Venture Fund I & II (Drive by DraftKings) | Special Advisor to GP (0.5% carry each); personal commitments ($0.25m each) | 2020s | Related-party venture platform; DraftKings is LP; advisors include Liberman and Kalish |
Fixed Compensation
Multi-year NEO summary (DraftKings disclosure):
| Year | Salary ($) | Non‑Equity Incentive ($) | All Other ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 1 | 0 | 38,014 | 11,221,725 | 11,259,740 |
| 2023 | 1 | 1,062,500 | 26,713 | 9,494,113 | 10,583,327 |
| 2022 | 1 | 776,156 | 155,751 | 39,983,964 | 40,915,872 |
Key notes:
- Founders (Robins/Kalish/Liberman) voluntarily reduced base salary to $1 for 2024 and again for 2025; reductions do not change compensation references tied to base (e.g., bonus targets) .
- 2024 annual bonuses paid 0% as neither Revenue nor Adjusted EBITDA thresholds were met .
Performance Compensation
2024 annual bonus construct and results (company-wide financial metrics):
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout (% of target) |
|---|---|---|---|---|---|---|
| Revenue ($mm) | 50% | 5,005 | 5,081 | 5,455 | 4,768 | 0% |
| Adjusted EBITDA ($mm) | 50% | 422 | 452 | 602 | 181 | 0% |
| Total | 100% | — | — | — | — | 0% |
PSU framework and vesting:
- 2024 annual equity refresh included PSUs split into two tranches: 50% tied to FY2025 Normalized Net Revenue and Normalized Adjusted EBITDA; 50% tied to FY2027 versions of the same metrics. Payout range 25%–200%; Time‑Based RSUs vest quarterly over four years .
- Earlier PSU cycles: 2022 and 2023 PSUs tied to 2024 performance paid at 200% (Actual 2024 Normalized Adj. EBITDA $150mm vs max $51mm; Normalized Net Revenue $4,358mm vs max $4,020mm) .
2024 equity granted to Liberman:
| Grant type | Grant date | Units | Vesting | Performance metric(s) |
|---|---|---|---|---|
| Time‑Based RSUs | Feb 12, 2024 | 154,392 | Quarterly over 4 years | n/a |
| PSUs (FY2025 metrics) | Feb 12, 2024 | 51,464 (target) | Pays in early 2026 | FY2025 Normalized Net Revenue & Normalized Adjusted EBITDA |
| PSUs (FY2027 metrics) | Feb 12, 2024 | 51,464 (target) | Pays in early 2028 | FY2027 Normalized Net Revenue & Normalized Adjusted EBITDA |
Grant-date accounting values (split of 2024 stock awards):
| Component | 2024 value ($) |
|---|---|
| Time‑Based RSUs | 6,733,035 |
| PSUs (aggregate) | 4,488,690 |
Program design and governance:
- 2024 equity mix for NEOs ~60% time‑based / 40% PSUs; increased to 50%/50% in 2025 to heighten performance linkage .
- Independent compensation consultant (FW Cook); peer group anchored in tech/gaming/consumer internet; compensation committee composed of independent directors .
Equity Ownership & Alignment
Beneficial ownership and structure (as of record date):
| Item | Detail |
|---|---|
| Beneficial ownership (Class A) | 5,753,543 shares; ~1.1% of Class A |
| Components (footnote) | 2,507,737 Class A shares; 3,217,497 vested options; 28,309 options/RSUs vesting within 60 days |
| Pledging/derivatives | No pledging disclosed for Liberman in footnotes (contrasts with Robins/Kalish forward sale arrangements) |
| 2024 option exercises | 353,764 shares exercised; value realized $12,662,982 |
| 2024 stock vesting | 287,613 shares vested; value realized $11,400,543 |
| Ownership guidelines | Founders: Liberman target $5,000,000; status: met as of Dec 31, 2024 |
| Insider policy | Hedging/shorts/derivatives and pledging prohibited without CLO approval; pre‑clearance required |
Outstanding awards snapshot (selected elements):
- Multiple legacy time‑based options outstanding across strikes $0.63–$4.70; significant RSU/PSU overhang across 2022–2024 programs, with 2026/2027 PSU tranches pending based on future performance .
Hedging/pledging alignment view:
- Company policy restricts such activity; no Liberman pledge disclosed in proxy; employees must pre‑clear trades with CLO .
Employment Terms
Founder Employment Agreement (Liberman):
- Base salary reference $425,000; target bonus 125% of base; minimum annual equity incentive target value $3.5 million (50% time‑based RSUs; 50% PSUs with 2+ year minimum; PSU max up to 300% of half the minimum) .
- Voluntary base salary reduction to $1 for 2024 and 2025; reductions do not affect bonus/equity calculations (with limited benefit exceptions) .
- Severance (non‑CIC): 2x salary; pro‑rata bonus based on actual; 24 months benefits; pro‑rata vesting (performance‑based awards vest on actual performance) .
- Severance (CIC, double‑trigger within 3 months before/18 months after): 2x (salary + target bonus); 24 months benefits; equity vests (performance awards at target for incomplete periods) .
- Restrictive covenants: non‑compete and non‑solicit for 12 months post‑termination (Massachusetts carve‑out for no‑cause/layoff) .
- Clawback: adopted Oct 31, 2023, effective Dec 1, 2023, recovers erroneously awarded incentive comp for three prior fiscal years upon restatement .
Estimated change‑in‑control/termination economics (as of 12/31/24; assumes target for performance awards; stock at $37.20):
| Scenario | Cash Severance ($) | Stock Incentives ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|
| Death/Disability | — | 120,146,030 | — | 120,146,030 |
| Termination without cause / good reason (non‑CIC) | 850,000 | 70,698,222 | 59,658 | 71,607,880 |
| Termination without cause / good reason (CIC window) | 1,381,250 | 120,146,030 | 59,658 | 121,586,938 |
Board Governance
- Director since April 2020; also a management executive (not independent) .
- Committee service: Compliance and Risk Committee member (Walden, Moore, Liberman; chair: Walden) .
- Board structure: CEO also serves as Chairman; no Lead Independent Director; company qualifies as a “controlled company” (majority voting power held by CEO via Class B; ~89% total voting power), though board/committees are majority independent by practice .
- Board activity: 6 board meetings in 2024; all directors met 75% attendance threshold; 4 executive sessions of non‑employee directors .
- Dual-role implications: As an executive‑director, Liberman participates in oversight while on a compliance‑oriented committee; controlled company structure + CEO Chair + no Lead Independent Director concentrates authority and reduces traditional checks (e.g., say‑on‑pay outcomes effectively assured due to voting control) .
- Director pay: Employees who serve as directors receive no additional board compensation .
Compensation Structure Analysis
- Cash vs equity mix: Founders took $1 base in 2024 and 2025, shifting total comp toward equity; no 2024 cash bonus paid due to miss vs hurdle on both Revenue and Adjusted EBITDA .
- Options to RSUs trend: Company de‑emphasized new option grants to employees; annual refresh uses RSUs and PSUs; options no longer granted to employees under current practice .
- Performance tightening: 2025 refresh increased PSU mix to 50% from 40% in 2024 to heighten pay‑for‑performance linkage .
- Target outcomes: Despite zero 2024 cash bonus, legacy 2022/2023 PSUs paid at 200% on 2024 performance (Normalized Net Revenue and Normalized Adjusted EBITDA above max goals), a potential indication of target calibration vs later‑set annual plan; company notes target sets are based on then‑current projections and cycles differ (annual cash set Q1 2024; PSUs set earlier) .
Related Party Transactions (selected)
- Drive by DraftKings (DBDK): DraftKings is LP; Liberman and Kalish each received 0.5% carried interest in Fund I and Fund II GPs as special advisors; each committed $0.25m to Fund I and $0.25m to Fund II .
- Policy: Related person transactions reviewed under written policy; Audit Committee oversees .
Say‑on‑Pay & Shareholder Dynamics
- Annual say‑on‑pay advisory vote; outcome effectively assured given CEO’s ~89% voting control .
Expertise & Qualifications
- Deep product/technology operator with data‑driven approach; track record delivering in‑house markets, streaming integrations, risk systems, and proprietary content supporting higher Sportsbook hold and iGaming engagement .
Equity Ownership & Incentives – Detailed 2024 Activity
| Activity | Shares/Value |
|---|---|
| Options exercised (2024) | 353,764 shares; $12,662,982 realized |
| Stock vested (2024) | 287,613 shares; $11,400,543 realized |
These imply potential selling pressure windows around vest/option events, subject to trading windows/10b5‑1 plans and policy pre‑clearance .
Investment Implications
- Alignment: Founders’ $1 base salary, sizable equity holdings, and ownership guideline compliance (Liberman: $5m requirement met) support long‑term alignment; no Liberman pledging disclosed (contrasts with other founders’ prepaid forwards) .
- Retention and supply: Large unvested RSU/PSU overhang provides retention hooks through 2026–2028; however, 2024 realized exercises/vestings indicate potential periodic supply as awards convert and options are monetized .
- Pay‑performance tension: 2024 cash bonus paid 0% on misses; yet 2022/2023 PSUs paid 200% on 2024 Normalized metrics, underscoring importance of understanding metric normalization (same‑state basis) and award‑setting vintage when assessing pay‑for‑performance rigor .
- Change‑in‑control leverage: Double‑trigger severance and target‑level acceleration for incomplete performance periods can be material ($121.6m estimate for Liberman under CIC termination assumptions), which may influence deal dynamics/investor dilution math in M&A scenarios .
- Governance: Executive‑director dual role and controlled‑company structure with CEO as Chair and no Lead Independent Director reduce traditional governance checks; compensation committee remains independent with external advisor, partly mitigating risk .