R. Stanton Dodge
DraftKingsAbout R. Stanton Dodge
R. Stanton Dodge, 57, is DraftKings’ Chief Legal Officer and Secretary, a role he has held since November 2017, overseeing all legal and government affairs and corporate communications; he previously served as EVP, General Counsel and Secretary of DISH Network (2007–2017), sits on EchoStar Corporation’s board, and holds a J.D. magna cum laude (Suffolk University Law School) and a B.S. in Accounting (University of Vermont) . DraftKings’ 2024 performance provides pay-for-performance context: revenue grew 30% year-over-year to $4,768 million, while Adjusted EBITDA was $181 million, reflecting improved profitability from product innovation and cost discipline .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DISH Network Corporation | EVP, General Counsel & Secretary | 2007–2017 | Led all legal and government affairs; oversaw corporate communications |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EchoStar Corporation | Director | Current | Board-level oversight at a satellite communications company |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $500,000 | $500,000 | $500,000 |
| Target Bonus (% of Salary) | 80% | 80% | 80% |
| Actual Annual Bonus Paid ($) | $584,400 | $800,000 | $0 |
| All Other Compensation ($) | $9,150 | $9,900 | $10,350 |
Performance Compensation
2024 Annual Bonus Plan
| Metric (Weight) | Threshold | Target | Maximum | Actual FY2024 | Payout |
|---|---|---|---|---|---|
| Revenue (50%) ($mm) | $5,005 | $5,081 | $5,455 | $4,768 | 0% |
| Adjusted EBITDA (50%) ($mm) | $422 | $452 | $602 | $181 | 0% |
| Total | — | — | — | — | 0% |
2024 Equity Refresh Awards (granted to Dodge)
| Award Component | Grant Date | Count | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Time-Based RSUs | 2/12/2024 | 87,489 | 10,293 vest monthly over 1 year from Mar 1, 2024; remainder vests quarterly over 4 years | $3,815,395 |
| PSUs tied to FY2025 metrics | 2/12/2024 | 25,732 | Earn-out based on FY2025 Normalized Net Revenue and Normalized Adjusted EBITDA; payable early 2026 | Included in $2,244,346 PSU value |
| PSUs tied to FY2027 metrics | 2/12/2024 | 25,732 | Earn-out based on FY2027 Normalized Net Revenue and Normalized Adjusted EBITDA; payable early 2028 | Included in $2,244,346 PSU value |
PSU Outcomes for 2022/2023 Awards (FY2024 performance period)
| Metric | Threshold | Target | Maximum | Actual FY2024 | Payout |
|---|---|---|---|---|---|
| 2024 Normalized Adjusted EBITDA ($mm) | (19) | 16 | 51 | 150 | 200% |
| 2024 Normalized Net Revenue ($mm) | 3,590 | 3,805 | 4,020 | 4,358 | 200% |
Program design: For 2024 annual refresh, equity mix was ~60% Time-Based RSUs and ~40% PSUs; in 2025, mix moved to 50%/50% to further align with long-term goals .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Class A beneficial ownership | 2,874,829 shares; less than 1% of outstanding |
| Direct Class A shares | 653,843 |
| Vested options exercisable | 2,206,832 |
| Unvested options/RSUs vesting within 60 days | 14,154 |
| Shares pledged (prepaid variable forward) | 500,000 Class A shares pledged under a prepaid variable forward dated Dec 9, 2024; matures Nov 18, 2026 |
| Stock ownership guidelines | 3x base salary for executive officers (other than CAO); all NEOs met requirements as of Dec 31, 2024 |
| Insider trading policy | Prohibits hedging, short sales, margin pledging, and derivative transactions without prior approval from the CLO; pre-clearance required for directors and officers |
Recent Form 4 activity: Dodge executed sales under a Rule 10b5-1 plan adopted Dec 13, 2024 (e.g., sales disclosed Oct 22, 2025 and Nov 7, 2025), and exercised legacy options granted Nov 7, 2017; all remaining options from that grant are vested .
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement | Amended executive employment agreement dated Aug 5, 2021 (referenced in company filings) |
| Base salary | $500,000, subject to review |
| Target annual bonus | 80% of base salary |
| Annual equity (from FY2025) | Minimum annual target value $2,400,000; 50% Time-Based RSUs (≥ quarterly vesting over 4 years) and 50% PSUs (≥ 2-year minimum vesting; max 300% of half the minimum target value) |
| Severance (no change in control) | 1x salary; pro-rata bonus based on actual performance; 12 months of benefits; equity vests pro rata (PSUs based on actual performance); options exercisable for 12 months upon death/disability |
| Severance (double-trigger CoC) | 1.5x salary + target bonus; 18 months of benefits; unvested equity vests at target for performance awards |
| Non-compete/Non-solicit | 12 months post-termination; non-compete subject to Massachusetts Noncompetition Agreement Act carveout |
| Clawback policy | Adopted Oct 31, 2023 (effective Dec 1, 2023); recover erroneously awarded incentive compensation for 3 prior fiscal years after an accounting restatement |
Performance & Track Record
- Legal leadership for strategic initiatives, including executing and signing SEC filings on the Jackpocket acquisition (aggregate consideration ~$750 million), evidencing role in complex M&A and regulatory matters .
- FY2024 operational performance: revenue +30% to $4,768 million; Adjusted EBITDA $181 million; expanded sportsbook launches; capital resources bolstered, informing compensation outcomes and PSU metric achievements .
Compensation Structure Analysis
- Cash vs equity mix: For Dodge, 2024 cash bonus paid $0 vs stock awards $6.06 million; multi-year stock awards: $13.49 million (2022), $5.28 million (2023), $6.06 million (2024) indicating heavy equity at-risk pay .
- Shift toward PSUs: Annual refresh program calibrated at ~40% PSUs in 2024 and 50% PSUs in 2025 to strengthen linkage to revenue and Normalized Adjusted EBITDA outcomes .
- No excise tax gross-ups; no single-trigger CoC; clawback policy implemented; no option repricing without shareholder approval, signaling governance discipline .
- Annual cash bonus plan paid 0% in 2024 despite strong revenue growth, reflecting stringent thresholds; PSUs tied to normalized metrics paid at 200% for the 2024 period, highlighting the design’s focus on long-term adjusted measures .
Equity Ownership & Insider Signals
- Skin-in-the-game: 653,843 direct Class A shares plus 2,206,832 vested options; meets stock ownership guidelines (≥3x salary) .
- Pledging risk: 500,000 shares pledged under a prepaid variable forward maturing Nov 18, 2026 (potential overhang) .
- Structured selling: Rule 10b5-1 sales under a plan adopted Dec 13, 2024 (reduces discretionary timing risk but contributes to supply) .
Employment Terms (Retention Risk)
- Strong retention economics: double-trigger CoC protection (1.5x salary+bonus, 18 months benefits, target-level equity vesting) reduces exit risk in change-of-control scenarios .
- Ongoing equity refresh minimums post-2025 ($2.4 million/year; 50% PSUs) sustain long-term alignment and retention .
Investment Implications
- Pay-for-performance alignment: Zero cash bonus in 2024 alongside robust PSU achievement suggests management emphasis on normalized, long-term operating drivers; equity-heavy mix aligns Dodge’s incentives with revenue growth and margin expansion .
- Selling pressure risk: 10b5-1 programmed sales and a 500,000-share prepaid forward pledge introduce potential supply near contractual maturities; monitor Form 4 cadence and pledge maturities for flow risk .
- Retention: Protective CoC terms and ongoing equity refresh minimums materially lower near-term retention risk; non-compete/non-solicit (12 months) provide post-departure safeguards .
- Governance: Clawback policy, ownership guidelines compliance, and ban on hedging/derivative transactions without pre-approval support shareholder alignment; absence of tax gross-ups and option repricing further mitigates governance risk .