Don H. Liu
About Don H. Liu
Don H. Liu (age 63) was appointed Chief Legal Officer of Flutter effective April 21, 2025. He previously served as EVP, Chief Legal & Compliance Officer and Corporate Secretary at Target (Oct 2023–Aug 2024) and EVP, Chief Legal & Risk Officer and Corporate Secretary at Target (Aug 2016–Oct 2023). He is a director of Invesco Mortgage Capital Inc. (since 2022) and holds a B.A. from Haverford College and a J.D. from Columbia Law School . Company context during the latest fiscal year: Flutter reported 2024 revenue of $14.05B (+19% YoY), net income of $162M, and Adjusted EBITDA of $2.357B; CEO-led value creation from 2018–2024 increased market cap ~350% from $10.2B to $46B .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Target Corporation | EVP, Chief Legal & Compliance Officer and Corporate Secretary | Oct 2023–Aug 2024 | Led legal and compliance, serving as corporate secretary at a large U.S. retailer |
| Target Corporation | EVP, Chief Legal & Risk Officer and Corporate Secretary | Aug 2016–Oct 2023 | Oversaw legal, risk, and corporate secretary functions |
| Xerox | EVP, General Counsel and Corporate Secretary | Not disclosed | Senior legal leadership across business sectors |
| Toll Brothers | SVP, General Counsel and Chief Compliance Officer | Not disclosed | Senior legal and compliance leadership |
| IKON Office Solutions | Corporate Compliance Officer; Chair, IKON Diversity Council | Not disclosed | Compliance leadership and diversity council chair |
| Aetna U.S. Healthcare | Deputy Chief Legal Officer | Not disclosed | Deputy leadership in legal function |
| NYC Law Firms | Associate (Securities and M&A) | Not disclosed | Early career in securities and M&A law |
External Roles
| Organization | Role | Years |
|---|---|---|
| Invesco Mortgage Capital Inc. | Director | Since 2022 |
Fixed Compensation
- Not disclosed for Mr. Liu in the 2025 Proxy (he was appointed in April 2025 after fiscal 2024). CEO and other NEO structures are detailed, but CLO-specific salary and bonus targets for Mr. Liu were not included; update expected in the next proxy cycle .
Performance Compensation
Program design applicable to Executive Officers (including CLO), per 2025 Proxy:
- Annual incentive (cash): Driven by financial and Safer Gambling goals; design aligns divisional executives more to their division and all executives to Group outcomes. No deferral element beginning with 2024 payouts (aligning to U.S. practice) .
- Long-term incentives: Mix of PSUs and RSUs; PSUs have three-year performance periods; RSUs vest ratably over three years. Minimum one-year vest applies across awards; robust clawbacks apply .
PSU metric framework (company-wide 2024 design):
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Group Adjusted EPS | 33.3% | Not disclosed | Not disclosed | 50–200% of target shares possible | 3-year cliff |
| Group Net Revenue | 33.3% | Not disclosed | Not disclosed | 50–200% of target shares possible | 3-year cliff |
| Relative TSR vs S&P 500 constituents | 33.3% | Not disclosed | Not disclosed | 50–200% of target shares possible | 3-year cliff |
RSU vesting framework:
| Award type | Vesting schedule | Notes |
|---|---|---|
| RSUs | 3 annual tranches | Time-based; subject to 1-year minimum vest; clawback eligible |
Annual incentive metrics (program-level):
- Group Revenue; Group Adjusted EBIT; FanDuel Adjusted EBIT; Safer Gambling; weightings not disclosed for the CLO role .
Equity Ownership & Alignment
| Policy/Item | Detail |
|---|---|
| Executive stock ownership guidelines | Other Executive Officers must hold Flutter equity ≥ 3x base salary (increased effective Jan 1, 2025). 5-year build period from appointment; qualifying holdings include beneficially owned shares, vested awards (including nil-cost options on a net-of-tax basis), and unvested time-based awards (net-of-tax) . |
| Hedging/pledging | Prohibited for directors, officers, employees; also bans short sales and certain derivatives . |
| Clawbacks | NYSE-compliant Executive Incentive Compensation Clawback Policy plus broader company malus/clawback covering cash and equity; restatement and detrimental conduct triggers . |
| ESPP and broad-based plans | 2025 ESPP adopted (Section 423 and non-423 components) with potential company matching up to 25% under non-423; minimum 85% FMV purchase price for Section 423; offering periods ≤27 months . |
| Beneficial ownership (Mr. Liu) | Individual beneficial ownership not disclosed as of the April 10, 2025 record date; Section 16 Power of Attorney filed April 23, 2025 (enabling Forms 3/4/5 filings) . |
Employment Terms
| Topic | Mr. Liu–specific disclosure | Company-wide provisions and plan rules |
|---|---|---|
| Employment agreement | Not disclosed | CEO agreement terms are provided as an example; other executive contracts not detailed in proxy; next proxy may include updates . |
| Change-in-control | Not disclosed | No automatic single-trigger vesting; if awards are not assumed/substituted, unvested awards vest at or prior to change in control (PSUs at target/actual as determined). Double-trigger approach emphasized; no “liberal” CIC definition . |
| Minimum vesting | Not disclosed | Minimum 1-year vesting on equity awards (limited exceptions) . |
| Clawback | Not disclosed | Robust clawbacks/malus applicable to executive incentives . |
| Trading policy | Not disclosed | Dealing codes impose blackout/widow-period constraints; hedging/pledging prohibited . |
Performance & Track Record
- Executive background: Multi-industry GC/CLO leadership at Target, Xerox, Toll Brothers, IKON, and Aetna; public company board experience at Invesco Mortgage Capital Inc. .
- Company performance context: FY 2024 revenue $14.05B (+19% YoY), net income $162M, Adjusted EBITDA $2.357B; CEO tenure 2018–2024 market cap grew ~350% to $46B, indicating substantial value creation within which the current executive team operates .
Investment Implications
- Alignment strong; disclosure pending: Mr. Liu’s specific 2025 pay elements (salary, target bonus, grant values) were not disclosed in the 2025 Proxy due to his April 2025 start. Expect initial Section 16 Form 3/4 filings and either an Item 5.02 8-K or next proxy to detail compensatory arrangements and any sign-on awards .
- Incentive design supports retention and reduces forced selling: Program relies on three-year PSUs (cliff) and three-year RSUs (ratable) with one-year minimum vest and robust clawbacks; hedging/pledging bans tighten alignment and reduce liquidity-driven selling pressure from pledges .
- Pay-for-performance levers to watch: For 2025 and beyond, monitor PSU metric calibration (EPS, revenue, relative TSR vs S&P 500) and annual incentive weighting of Group/Division financials and Safer Gambling to gauge payout sensitivity vs. execution outcomes in U.S. and international markets .