Christine M. McCarthy
About Christine M. McCarthy
Christine M. McCarthy (age 69) is an independent non‑executive director of Flutter Entertainment plc (FLUT), appointed effective July 30, 2024, and serves on the Audit Committee as an SEC “audit committee financial expert.” She is the former Senior Executive Vice President and CFO of The Walt Disney Company (2015–June 2023) and served as a Strategic Advisor to Disney (July 2023–June 2024). She holds a B.A. in Biological Sciences from Smith College and an MBA in finance and marketing from UCLA Anderson. The Board has determined she is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Walt Disney Company | Senior Executive Vice President & Chief Financial Officer | 2015 – Jun 2023 | Led finance for a global media company; core financial stewardship and capital allocation |
| The Walt Disney Company | Strategic Advisor | Jul 2023 – Jun 2024 | Senior advisory role to leadership |
| The Walt Disney Company | EVP, Corporate Real Estate, Alliances & Treasurer | 2005 – 2015 | Corporate finance, treasury, and real estate leadership |
| The Walt Disney Company | SVP & Treasurer | From Jan 2000 | Corporate treasury leadership |
| Imperial Bancorp | EVP & Chief Financial Officer | 1997 – Dec 1999 | Public bank CFO |
External Roles
| Organization | Role | Committee/Chair | Notes |
|---|---|---|---|
| Procter & Gamble Company | Director | Chair, Audit Committee | Current public company directorship |
| CoStar Group | Director | — | Current public company directorship |
| FM Global | Director | Chair, Finance Committee | Current board role at mutual insurer |
| Westridge School (Pasadena) | Trustee | — | Non‑profit board role |
| Carnegie Institution for Science | Trustee | — | Non‑profit board role |
| Prior non‑profit boards | Various | — | Los Angeles Philharmonic; UCLA Anderson; Smith College; Phoenix Houses of CA |
Board Governance
- Independence and appointment: Appointed a Non‑Executive Director effective July 30, 2024; determined independent under NYSE rules.
- Committee assignments: Audit Committee member; identified by the Board as “financially literate” with accounting/financial management expertise; designated an SEC “audit committee financial expert.”
- Committee chair roles: None at Flutter (Audit Committee chaired by Holly Keller Koeppel).
- Attendance/engagement: In 2024, the Board held 8 meetings; Audit 9; Compensation & HR 5; Nominating & Governance 6; Risk & Sustainability 7. Each director then serving attended at least 75% of applicable Board and committee meetings; all directors attended the 2024 AGM.
- Election results (2025 AGM): McCarthy received 131,289,107 votes “For,” 159,302 “Against,” 17,818 abstentions; 10,283,264 broker non‑votes.
- Board structure: Independent Chair; all committees fully independent; regular executive sessions of independent directors.
Committee Memberships
| Committee | Role | Financial Expert | Chair |
|---|---|---|---|
| Audit Committee | Member | Yes (SEC “audit committee financial expert”) | No (Chair: H. K. Koeppel) |
| Compensation & HR | Not a member | — | — |
| Nominating & Governance | Not a member | — | — |
| Risk & Sustainability | Not a member | — | — |
Fixed Compensation (Non‑Employee Director)
| Item | Amount | Period/Context | Notes |
|---|---|---|---|
| Cash fees earned | $46,679 | FY2024 (prorated post‑appointment) | Reported NED cash compensation for 2024 |
| NED fee schedule – Pre Aug 1, 2024 (EUR) | €145,000 base; committee chair add-ons (€30k Audit; €30k Comp; €20k N&G; €30k Risk); Chair €630,000 | Structure | Legacy U.K. framework |
| NED fee schedule – Effective Aug 1, 2024 (USD) | $110,000 base; committee chair add-ons ($30k Audit; $25k Comp; $20k N&G; $25k Risk); Board Chair $175,000 | Structure | U.S.‑aligned cash retainers from Aug 1, 2024 |
Director share ownership guidelines: NEDs must hold equity equal to ≥5x annual cash retainer within 5 years of appointment; directors are, or are expected to be within the allowed timeframe, in compliance.
Performance Compensation (Director Equity)
| Grant/Program | Instrument | Number of Units | Fair Value ($) | Vesting | Source |
|---|---|---|---|---|---|
| 2024 NED equity (policy from Aug 1, 2024) | Annual RSUs | Determined by $205k divided by 3‑day avg price | $205,000 | Annual grant; plan mechanics determine units | |
| 2024 individual grant (McCarthy) | RSUs | 823 | Included in $205,000 stock awards | Vest on earlier of 1‑year from 8/19/2024 grant or day prior to next regular AGM | |
| Initial beneficial ownership (Form 3) | RSUs (reported as ordinary shares) | 823 | — | Footnote: unvested RSUs vesting on June 1, 2025 |
Equity governance: Hedging, pledging, short sales and speculative trading in Company shares are prohibited for directors; robust clawback policies apply to incentive compensation at the Company (NEO‑focused, with broader equity plan clawbacks).
Other Directorships & Interlocks
| Company/Entity | Relationship to Flutter | Interlock/Related‑Party Exposure |
|---|---|---|
| Procter & Gamble (Director; Audit Chair) | Unrelated consumer products company | No Flutter related‑party transactions disclosed for McCarthy at appointment; no Item 404(a) transactions. |
| CoStar Group (Director) | Real estate/proptech data | Same as above; no 404(a) transactions. |
| FM Global (Director; Finance Chair) | Insurance (mutual) | Same as above; no 404(a) transactions. |
Expertise & Qualifications
- Financial leadership: Former Disney CFO; prior bank CFO; deep capital markets and corporate finance expertise; designated audit committee financial expert at Flutter.
- Industry breadth: Entertainment/media, financial services, and risk oversight experience applicable to Flutter’s scaled consumer technology platform.
- Education: B.A. Smith College; MBA UCLA Anderson (finance/marketing).
Equity Ownership
| Holder | Beneficial Ownership (#) | % of Outstanding | Notes |
|---|---|---|---|
| Christine M. McCarthy | 823 | * (<1%) | As of April 10, 2025 beneficial ownership table; asterisk denotes <1% of 176,740,036 shares outstanding. |
| RSU status (Form 3) | 823 (unvested RSUs) | — | Footnote: unvested RSUs vesting June 1, 2025; reported as ordinary shares in Table I (Direct). |
- Insider filings and grants: RSU grant of 823 units on Aug 19, 2024 (price $0.00; outside a trading venue). Vesting: earlier of 1‑year from grant or day prior to next regular AGM.
- Hedging/pledging: Prohibited for directors under PDMR and Group Dealing Codes.
- Ownership guideline: NEDs must reach 5x annual cash retainer within 5 years of joining the Board.
Fixed Compensation (Detail Table – FY2024 Actuals)
| Name | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Christine M. McCarthy | 46,679 | 205,000 | — | 251,679 |
Structure signals: Flutter transitioned NED pay in 2024 to a U.S.‑aligned model with lower cash retainers and explicit annual RSU grants ($205k for NEDs; $325k for Chair), increasing long‑term alignment.
Other Governance Context and Shareholder Signals
- 2025 AGM director election: McCarthy received strong support (131,289,107 For; 159,302 Against; 17,818 Abstain; 10,283,264 broker non‑votes), indicating positive investor sentiment.
- Say‑on‑pay (2025): Advisory approval (128,821,453 For; 2,519,077 Against; 125,697 Abstain; 10,283,264 broker non‑votes), supporting the broader pay framework in which NED compensation sits.
- Board/committee evaluation: Externally facilitated Board and committee evaluation in 2024 concluded directors are effective and committed; actions monitored by N&G Committee.
Governance Assessment
-
Strengths and positive signals
- Independence and audit expertise: Independent director with SEC “audit committee financial expert” designation; directly supports financial reporting oversight.
- Alignment: 2024 comp heavily equity‑weighted ($205k RSUs vs $46.7k cash), consistent with new U.S.‑aligned NED framework and ownership guidelines (5x cash retainer in 5 years).
- Shareholder support: High “For” vote at 2025 AGM signals investor confidence.
- Risk controls: Prohibitions on hedging/pledging and robust clawback framework reinforce alignment and accountability.
- Conflicts review: Company disclosed no Item 404(a) related‑party transactions for her appointment; no family relationships.
-
Watch items / monitoring
- Board time commitments: McCarthy serves on multiple boards (P&G Audit Chair; CoStar director; FM Global Finance Chair); Flutter’s guidelines set expectations for board and audit committee limits—monitor capacity given multiple committee leadership roles externally.
- Attendance detail: Company discloses ≥75% attendance for all directors in 2024; individual director‑specific rates are not itemized—continue to review future proxies for personal attendance disclosure as tenure continues.
-
RED FLAGS observed
- None disclosed relating to related‑party transactions, hedging/pledging, tax gross‑ups, or option repricing; director compensation appears standard with time‑based RSUs and no meeting fees.
Summary: McCarthy brings high‑caliber CFO credentials and audit oversight expertise to Flutter’s Board, with strong investor support at election, equity‑heavy NED pay design, and policies that curb misalignment risks (no hedging/pledging; ownership guidelines). Ongoing monitoring should focus on time commitments across her external board roles and future director‑level attendance and equity ownership progress.