Carolan Lennon
About Carolan Lennon
Independent non-executive director of Flutter Entertainment plc since July 2022; age 58. Former CEO of eir Limited (2018–2022) and senior roles at Vodafone Ireland; currently Country Lead for Salesforce Ireland. Education: BSc in Information Technology (University College Dublin) and MBA (Trinity College Dublin). Core credentials: regulated, consumer-facing digital businesses; senior management, operational and sustainability experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| eir Limited | Chief Executive Officer | 2018–2022 | Led major Irish telecom; regulated market expertise |
| eir Limited | Managing Director, Open eir; Acting Managing Director, Consumer; Chief Commercial Officer | Prior to 2018 (years not disclosed) | Network operations, consumer, commercial leadership |
| Vodafone Ireland | Consumer Director; Marketing Director | Not disclosed | Consumer growth and marketing leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Salesforce Ireland | Country Lead | Current | Senior executive role in enterprise software |
| AIB Group plc | Senior Independent Director | Former | Prior public company board experience |
Board Governance
- Independence: The Board is entirely independent other than the CEO; Lennon is classified independent .
- Committee memberships: Audit Committee member; assessed “financially literate” and possessing accounting/financial management expertise . Nominating and Governance Committee member . (Not a committee chair; Audit Chair is Holly Keller Koeppel; Nominating Chair is John Bryant .)
- Attendance and engagement: In 2024, the Board held 8 meetings; Audit (9), Compensation (5), Nominating (6); each director attended at least 75% of applicable meetings. All directors attended the 2024 AGM .
- Executive sessions: Independent directors meet regularly in executive session, chaired by John Bryant .
- Ownership guidelines: Non-executive directors must hold equity equal to or greater than 5x annual cash retainer, to be met within five years; all directors are, or are expected to be, in compliance within the ascribed time .
- Governance practices: Majority voting with mandatory resignation tender if not receiving a majority; single-class voting; right to call special meetings; robust clawback policy .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $137,394 | Reflects cash retainer and fees through year including pre/post U.S. schedule change |
| Annual cash retainer (effective Aug 1, 2024, policy) | $110,000 | Policy schedule applicable to NEDs from Aug 1, 2024 |
| Committee chair fees (policy) | $20,000–$30,000 (by committee) | Not applicable to Lennon; she is not a chair |
- Cash/equity mix (2024 actual): ~40% cash ($137,394) / ~60% equity ($205,000) based on disclosed totals .
Performance Compensation
| Equity Type | Grant Value (USD) | Vesting | Clawback/Triggers | Notes |
|---|---|---|---|---|
| RSUs (2024 annual director grant) | $205,000 | Minimum one-year vesting; for directors, vest on earlier of one-year and next AGM, but no sooner than 50 weeks | Robust clawback; no automatic single-trigger CIC; double-trigger treatment, no liberal CIC definition | RSUs accounted under ASC 718 |
Other Directorships & Interlocks
- Compensation Committee interlocks: None for committee members; no relationships requiring Item 404 disclosure; no reciprocal interlocks identified for Flutter executives .
- Shared directorships: Lennon’s prior board role at AIB Group plc does not create disclosed interlocks with Flutter’s competitors/suppliers/customers .
Expertise & Qualifications
- Audit-related skills: The Board determined Lennon possesses accounting or related financial management expertise; Audit members “financially literate” under NYSE rules .
- Regulatory and consumer digital operations: Significant experience overseeing regulated, consumer-facing digital businesses; senior operational leadership .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Outstanding | Ownership Guidelines |
|---|---|---|---|
| Carolan Lennon | 1,199 | <1% | NEDs required ≥5x annual cash retainer; compliance expected within 5 years of appointment/adoption |
- Hedging/pledging: Directors and employees are prohibited from hedging, short-selling, speculative trading, and pledging Company securities under PDMR and Group Securities Dealing Codes .
Governance Assessment
- Effectiveness: Independent director with audit and nominating committee service; possesses financial literacy and governance expertise; attendance threshold met; participates in an engaged board with annual evaluations and robust governance policies .
- Alignment: Material equity component in director compensation and stringent ownership guidelines enhance investor alignment; RSU vesting linked to service with strong clawback and prudent CIC treatment (no single-trigger) .
- Potential conflicts and red flags:
- Related-party transactions: Company operates a formal Related Person Transaction Policy with Audit Committee oversight; the proxy does not disclose any related-person transactions specific to Ms. Lennon .
- External executive role: Lennon is Country Lead for Salesforce Ireland; potential vendor exposure exists in principle if Flutter engages Salesforce, but no related-party transaction disclosures are made in the proxy .
- Pledging/hedging: Prohibited by policy, reducing alignment risk .
- Overall: No disclosed red flags on independence, attendance, or compensation structure; committee roles and financial expertise support board oversight credibility; equity and governance policies provide strong investor-alignment signals .