John Bryant
About John Bryant
John Bryant, age 59, is Independent Chair of the Board at Flutter Entertainment and has served as a director since April 2023; he was appointed Chair in September 2023. He previously served as CEO of Kellogg Company (2011–2017), after roles including CFO, President North America, President International, and COO; he later served as Kellogg’s Board Chair (2014–2018). He holds a bachelor’s degree in business and commerce from Australian National University, an MBA from Wharton, and a graduate certificate in cybersecurity from Harvard Extension School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kellogg Company | Chief Executive Officer; prior CFO, President NA, President International, COO | CEO 2011–2017; Board Chair 2014–2018 | Led strategic, operational, and financial transformation; later Board Chair |
| Macy’s, Inc. | Non-Executive Director | Jan 2015 – May 2023 | Oversight at a major U.S. retailer |
| W.K. Kellogg Foundation Trust | Trustee | 2015 – 2018 | Governance of trust aligned with Kellogg stakeholders |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Compass Group plc | Non-Executive Director | Current | Global foodservice leader; governance oversight |
| Ball Corporation | Non-Executive Director | Current | Global packaging and aerospace; governance oversight |
| Coca-Cola Europacific Partners | Non-Executive Director | Current | Bottling and distribution; governance oversight |
Board Governance
- Independent Chair of the Board; Board leadership structure reviewed annually by the Nominating & Governance Committee; positions of Chair and CEO are separate and expected to remain so .
- Committee assignments (current): Chair, Nominating & Governance Committee; Member, Compensation & Human Resources Committee; not on Audit; not on Risk & Sustainability .
- Executive sessions: Non-Executive Directors meet in executive session regularly; sessions are chaired by Bryant .
- Attendance and engagement: In 2024 the Board met 8 times; Audit 9; Compensation 5; Nominating 6; Risk & Sustainability 7; each director attended at least 75% of meetings of the Board and committees on which they served; all directors attended the 2024 AGM .
- Board evaluation: 2024 externally facilitated by Wondrous People Ltd, covering Board, committees, and individual directors; report presented Feb 27, 2025 .
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Fees earned or paid in cash ($) | $470,730 | U.S. dollar equivalent for Jan–Jul 2024 converted from euros; new U.S. fee schedule from Aug 1, 2024 |
| Annual Board Chair cash retainer (from Aug 1, 2024) | $175,000 | Board moved to U.S.-aligned schedule and added equity grants |
| Prior Board Chair fee (Jan 1–Aug 1, 2024) | €630,000 | Transition from LSE premium to NYSE-aligned governance |
| Committee chair fees (U.S. schedule) | Nominating & Governance Chair: $20,000; Compensation Chair: $25,000; Audit Chair: $30,000; Risk & Sustainability Chair: $25,000 | Board Chair does not receive NED base fee; if Chair also Nominating Chair, no fee for Nomination role |
Performance Compensation
| Element | Structure | Vesting/Conditions | Governance Features |
|---|---|---|---|
| Annual Director Equity Grant | RSUs | Minimum one-year vest; time-based awards typically vest over >1 year | No dividends on unvested awards; robust clawback; no single-trigger acceleration on change in control; no repricing without shareholder approval; hedging/pledging prohibited |
| Annual Equity Amount (Chair) | $325,000 | Granted under Omnibus Plan with minimum vesting | Plan administered by independent Compensation Committee |
The Company currently does not grant stock options/SARs to NEOs under discretionary plans; director program is equity RSU-based with time vesting only, not performance-based .
Other Directorships & Interlocks
| Company | Overlap/Interlock Risk | Commentary |
|---|---|---|
| Compass Group plc; Ball Corporation; Coca-Cola Europacific Partners | Potential information-flow and time-commitment considerations | Flutter’s Corporate Governance Guidelines set maximum board commitments; Board reviews director time commitments and audit committee memberships; policy enforces Board review and expectations . |
| Compensation Committee Interlocks | None | Proxy expressly states no Compensation Committee interlocks or related-party relationships requiring disclosure for members (includes Bryant) . |
Expertise & Qualifications
- Extensive experience leading a global consumer goods company; significant financial, operational, and strategic leadership expertise (CEO, CFO, President roles at Kellogg) .
- Education: ANU bachelor’s in business/commerce; Wharton MBA; Harvard Extension graduate certificate in cybersecurity .
- Board leadership: Responsible for Board effectiveness, governance oversight, agenda-setting, strategic oversight, principal risk discussions, and stakeholder engagement .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Shares Outstanding | Notable Details |
|---|---|---|---|
| John Bryant | 6,374 | <1% (*) | Includes 1,304 RSUs vesting within 60 days of April 10, 2025 ; 176,740,036 Shares outstanding used for % calc |
| NED Ownership Guidelines | 5x annual cash retainer (market value) required | Compliance expectation within 5 years | Directors prohibited from hedging/pledging; trading governed by PDMR codes |
Governance Assessment
- Strengths
- Independent Chair with clear separation from CEO; independent committees across Board; majority independent Board (9 of 10) .
- Active governance: annual evaluations (external in 2024), regular executive sessions chaired by Bryant, robust shareholder rights (majority vote, resignation policy, no poison pill) .
- Compensation governance: independent consultants (Pearl Meyer, PwC UK), explicit conflict checks, clawback policy exceeding NYSE requirements, prohibition on hedging/pledging .
- Ownership alignment: meaningful NED stock ownership guidelines (5x cash retainer) and disclosed personal share ownership .
- Watchpoints
- Multi-board commitments: Bryant’s current roles at Compass, Ball, and CCEP heighten time-commitment risk; mitigated by Flutter’s formal limits and review process on external boards and audit committee memberships .
- Director equity is time-based RSUs (no performance metrics); alignment relies on ownership guidelines and vesting discipline rather than direct performance conditions for directors .
- RED FLAGS (none evident)
- No related-party transactions requiring Item 404 disclosure for Compensation Committee members .
- No hedging, pledging, or short sales permitted; robust clawback in place .
- Attendance threshold met (≥75%); Board and committee activity levels are high .
Shareholder proposals: Advisory say-on-pay is presented; Committee is responsive to investor feedback and has realigned compensation structures to U.S. norms, emphasizing performance-based equity for executives (context for governance culture under Bryant’s Chairship) .