Alfred F. Hurley, Jr.
About Alfred F. Hurley, Jr.
Independent non-executive director of Flutter since May 2020 (age 70). Former Vice Chair and Chief Risk Officer at Emigrant Bank/Emigrant Bancorp; former CEO of M. Safra & Co.; long Merrill Lynch career including Senior Vice President. Previously lead director and Compensation Committee Chair at The Stars Group (TSG) prior to its merger with Flutter; Princeton University BA, history, cum laude . He is independent under NYSE rules and serves in key board committee leadership at Flutter .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| The Stars Group (TSG) | Lead Director; Chair, Compensation Committee | Pre–May 2020 (merged into Flutter) | Led comp oversight pre-merger |
| Emigrant Bank / Emigrant Bancorp | Vice Chair; Chief Risk Officer | Not disclosed | Enterprise risk leadership |
| M. Safra & Co. | Chief Executive Officer | Not disclosed | Firm leadership |
| Merrill Lynch & Co. | Investment banker; Senior Vice President; other management roles | Not disclosed | Capital markets and leadership roles |
| Datasite | Director | 2013–2020 | Chair, Compensation/Human Resources & Governance; member, Audit |
| Purified Ingredients, Inc. | Chairman | 2019–2020 | Audit member; Chair, Compensation |
External Roles
| Organization | Public/Private | Role | Committees |
|---|---|---|---|
| New Mountain Finance Corporation | Public | Chair, Nominating & Governance; Chair, Compensation; Director | Chairs two key committees |
| NMF SLF I, Inc. | Private/affiliate | Director | Not disclosed |
| New Mountain Guardian IV BDC, L.L.C. | Private/affiliate | Director | Not disclosed |
| New Mountain Guardian IV Income Fund, L.L.C. | Private/affiliate | Director | Not disclosed |
| Ligado Networks LLC | Private | Director; Chair, Audit Committee | Audit Chair |
| TSI Holdings, Inc. (TransWorld Systems holding co.) | Private | Chairman | Compensation; Audit; Risk & Compliance committees |
Board Governance
- Independence: Flutter’s board is entirely independent other than the CEO; committees are fully independent . Hurley is an independent director .
- Committee assignments: Chair, Compensation & Human Resources Committee; Member, Nominating & Governance Committee .
- Attendance and engagement: In 2024, the Board met 8 times; committees met 27 times in aggregate; each director attended at least 75% of applicable meetings; NEDs regularly meet in executive session (chaired by the independent Chair) .
- Shareholder engagement: The Board Chair and the Compensation Chair (Hurley) led engagements with shareholders representing 47% of shares outstanding on governance/compensation topics .
- Governance policies: Meaningful director ownership guidelines; robust clawback; prohibition on hedging/pledging; annual elections; majority voting; no poison pill .
Fixed Compensation
Director fee framework and Hurley’s disclosed 2024 compensation.
| Component | Pre–Aug 1, 2024 NED Fees (EUR) | Post–Aug 1, 2024 NED Fees (USD) |
|---|---|---|
| Board Chair retainer (cash) | €630,000 | $175,000 (plus $325,000 equity) |
| Non‑Executive Director base retainer (cash) | €145,000 | $110,000 |
| Audit Chair fee (cash) | €30,000 | $30,000 |
| Compensation & HR Chair fee (cash) | €30,000 | $25,000 |
| Nominating & Governance Chair fee (cash) | €20,000 | $20,000 |
| Risk & Sustainability Chair fee (cash) | €30,000 | $25,000 |
| Annual equity grant (NEDs) | — | $205,000 (RSUs) |
| Director | 2024 Cash Fees (USD) | 2024 Stock Awards (USD) | All Other | Total (USD) |
|---|---|---|---|---|
| Alfred F. Hurley, Jr. | $166,754 | $205,000 | — | $371,754 |
Notes:
- Equity awards reflect RSUs per ASC 718; details in 2024 Form 10‑K Note 19 .
- NED equity ownership guideline: hold equity ≥5x annual base cash retainer within 5 years; directors are (or expected to be) in compliance within the guideline timeline .
Performance Compensation
Directors receive time‑based equity; no director‑specific performance metrics are disclosed.
- Annual NED equity: $205,000 RSUs; minimum vesting requirement generally one year; for NEDs, awards vest on earlier of one-year and next AGM, but no earlier than 50 weeks .
- No dividends on unvested awards; no single‑trigger vesting on change in control; double‑trigger treatment required; no liberal share recycling; repricing prohibited without shareholder approval; robust clawback applies .
Other Directorships & Interlocks
- Compensation Committee interlocks: Committee members (including Hurley) were not executive officers of Flutter and had no relationships requiring Item 404 disclosure; no cross‑director interlocks disclosed with companies having reciprocal board/comp committee overlaps .
- Related‑party transactions: Board has a formal Related Person Transaction Policy; Audit Committee reviews/approves such transactions; criteria include fairness, independence impacts, and compliance; policy framework disclosed (no Hurley‑specific related transactions are identified in the policy disclosure) .
Expertise & Qualifications
- Extensive board experience across private and public entities; deep financial services, corporate governance, and risk management expertise from Emigrant Bank, Merrill Lynch, and multiple audit/compensation chair roles .
- As Flutter’s Compensation & HR Chair, Hurley led the redesign aligning pay with U.S. standards; Committee retained independent advisors (Pearl Meyer, PwC UK) and confirmed no consultant conflicts .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Shares Outstanding |
|---|---|---|
| Alfred F. Hurley, Jr. | 17,861 | “*” (below 1%) as presented in proxy table |
Additional alignment controls:
- Prohibition on hedging, short sales, and pledging of Company securities by directors/officers/employees .
- Director ownership guideline: ≥5x annual base retainer; directors are (or are expected to be within the timeframe) in compliance .
Governance Assessment
- Positive indicators:
- Independent director with material leadership: Chair of Compensation & HR; member of Nominating & Governance .
- Active engagement: Co‑led extensive shareholder outreach on governance and compensation during 2024–2025 transition to NYSE .
- Strong governance controls: independent board/committees, robust clawbacks, no hedging/pledging, majority voting, annual elections .
- Attendance benchmark met: all directors ≥75% of board/committee meetings in 2024 .
- No Item 404 related‑party relationships for Compensation Committee members (mitigates conflict risks) .
- Watch items:
- Multiple external roles increase time‑commitment demands, mitigated by Flutter’s Corporate Governance Guidelines on maximum public boards and audit committees, and annual board/committee evaluations .
- Net: No material red flags identified in company disclosures regarding independence, attendance, related‑party exposure, or director equity alignment; Hurley’s committee leadership and outreach support investor confidence in pay governance during U.S. transition .