Nancy Dubuc
About Nancy Dubuc
Independent non-executive director at Flutter Entertainment since April 2021; age 56. Former CEO of VICE Media Group (2018–Feb 2023), previously President & CEO of A+E Networks; B.S. in Communications from Boston University. She brings extensive digital media, publishing, and senior leadership experience; VICE Media Group filed voluntary Chapter 11 in May 2023 during her post-CEO transition period.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VICE Media Group | Chief Executive Officer | Jan 2018 – Feb 2023 | Led five global business lines; executed Refinery29 acquisition in 2019; expanded VICE News globally; company filed Chapter 11 in May 2023 |
| A+E Networks | President & CEO | — | Launched A+E Studios and A&E Indie Films; led global expansion and digital migration |
External Roles
| Company | Role | Committees/Notes | Status |
|---|---|---|---|
| Warner Music Group Corp. | Director; Audit Committee Chair | Audit chair responsibilities indicate financial oversight depth | Current |
| WEBTOON Entertainment Inc. | Director | — | Current |
Board Governance
- Committee assignments (2025 Proxy): Compensation & Human Resources Committee (member, not chair); Risk & Sustainability Committee (member, not chair). Chairs: Alfred F. Hurley, Jr. (Comp & HR); Nancy Cruickshank (Risk & Sustainability) .
- Independence: Board comprised entirely of independent directors except the CEO; Dubuc designated independent .
- Attendance: In 2024, the Board held 8 meetings; committees held Audit (9), Comp & HR (5), Nominating (6), Risk & Sustainability (7). Each director attended at least 75% of applicable meetings; NEDs meet regularly in executive session chaired by the independent Chair .
- Years of service: Director since April 2021; Board average tenure 3.4 years (context) .
- Leadership structure: Independent Board Chair (John Bryant); separate CEO/Chair roles; annual leadership reviews .
| Governance Item | Detail | Source |
|---|---|---|
| Compensation & HR Committee | Member (not Chair) | |
| Risk & Sustainability Committee | Member (not Chair) | |
| Independent status | Independent NED | |
| 2024 Board attendance baseline | ≥75% for all directors |
Fixed Compensation
- Non-employee director fee framework (effective Aug 1, 2024): base cash retainer $110,000; annual RSU grant $205,000; committee chair fees: Audit $30k; Comp & HR $25k; Nominating $20k; Risk & Sustainability $25k (no additional fee for non-chairs) .
- 2024 actuals for Nancy Dubuc:
| Component (FY2024) | Amount (USD) |
|---|---|
| Cash fees | $137,394 |
| Stock awards (RSUs grant-date fair value) | $205,000 |
| Other | $0 |
| Total | $342,394 |
Notes: Fees reflect a transition during 2024 from EUR-denominated to USD-denominated schedule; meeting fees not used; equity is time-based RSUs for NEDs .
Performance Compensation
- Non-executive directors do not receive performance-based equity or bonuses; annual equity is time-based RSUs (no PSUs/options for directors in the stated program) .
- Performance metric table (N/A for directors):
| Metric | Weight | Targeting Basis | Applicability |
|---|---|---|---|
| — | — | — | N/A for non-employee directors; equity is time-based RSUs |
Other Directorships & Interlocks
- Current public company boards: Warner Music Group Corp. (Audit Committee Chair); WEBTOON Entertainment Inc. (Director) .
- Compensation Committee interlocks: None for Flutter’s Comp & HR Committee members (no executive/officer cross-service interlocks; no Item 404 relationships) .
Expertise & Qualifications
- Media, digital, and publishing leadership across global brands; senior operator experience in content, distribution, and brand strategy .
- Financial oversight signal via Audit Committee Chair role at WMG, augmenting compensation and risk committee work at Flutter .
- Education: B.S., Boston University (Communications) .
Equity Ownership
- Beneficial ownership: 1,845 Flutter shares; includes 1,022 shares held by family trust and 823 RSUs vesting within 60 days (beneficial ownership per SEC rules). Percent of outstanding: <1% .
- Hedging/pledging: Prohibited under Flutter’s PDMR and Group Securities Dealing Codes (no hedging, short sales, or pledging) .
- Director stock ownership guidelines: NEDs must hold equity ≥5× annual cash retainer within five years; directors are or expected to be in compliance within prescribed time .
| Ownership Detail | Amount/Policy |
|---|---|
| Total beneficial shares | 1,845 (incl. 1,022 trust; 823 RSUs vesting ≤60 days) |
| % of shares outstanding | <1% (per proxy notation) |
| Hedging/pledging | Prohibited |
| NED ownership guideline | 5× annual cash retainer; 5-year compliance window |
Governance Assessment
- Strengths: Independent director with dual committee service (Comp & HR; Risk & Sustainability); robust attendance baseline; independent Chair with regular executive sessions; strong anti-hedging/pledging code; clawback and malus frameworks apply enterprise-wide, indicating shareholder-aligned controls .
- Alignment: Director pay mix emphasizes equity via annual RSUs; NED 5× retainer ownership guideline supports skin-in-the-game over time; Dubuc reports direct/trust holdings plus near-term-vesting RSUs .
- Interlocks/conflicts: Comp Committee interlocks expressly absent; Related Person Transaction Policy centralizes review of any Item 404 transactions—no Dubuc-related transactions disclosed .
- Watch items: VICE Media Chapter 11 in May 2023 during her post-CEO transition is a potential reputational overhang, though experience navigating distressed media can be valuable to risk oversight; multi-board load should be monitored versus Flutter’s time-commitment guidelines, though the proxy provides no breach or attendance shortfall for Dubuc in 2024 .