Peter Jackson
About Peter Jackson
Peter Jackson (age 49) is Chief Executive Officer of Flutter Entertainment (FLUT) since January 2018 and a director since February 2016; he holds a master’s degree in engineering from Cambridge University and currently also serves as a non‑executive director of Deliveroo plc . Under his leadership from January 2018 to December 2024, Flutter’s market capitalization increased ~350% (from $10.2B to $46.0B) and revenue grew ~488%; management also highlights the stock price more than doubled over his tenure through 2024 . For 2024, Flutter reported net income of $162M and Group Adjusted EBIT of $1,745M; from its NYSE primary listing on Jan 29, 2024, a $100 investment was worth $125.77 by Dec 31, 2024 (company disclosure context for Pay vs Performance) . CEO pay mix was redesigned for U.S. norms in 2024 with 92% at‑risk and performance‑based, including PSUs tied to Adjusted EPS, Net Revenue, and relative TSR; RSUs vest over three years and legacy tranches under a consolidated LTIP remain outstanding with performance and extended holding requirements .
Past Roles
| Organization | Role | Years | Strategic impact / notes |
|---|---|---|---|
| Worldpay UK (Worldpay Group plc) | Chief Executive Officer | Not disclosed | CEO role in payments; prior to joining Flutter |
| Travelex Group | Chief Executive Officer | Not disclosed | CEO role in FX/payments; prior to banking role |
| Banco Santander / Santander UK Group Holdings plc | Head of Global Innovation; Director (Santander UK Group Holdings plc) | Not disclosed | Banking innovation leadership and UK board role |
| Lloyds; Halifax Bank of Scotland | Senior positions | Not disclosed | Senior roles in UK banking |
| McKinsey & Company | Consultant | Not disclosed | Strategy/consulting experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Deliveroo plc | Non‑Executive Director | Not disclosed | Current outside public board |
Fixed Compensation
- Employment terms (effective 2024 unless noted): base salary $1,390,000, which includes a $110,000 director fee; 5% of base salary paid as cash in lieu of pension; 12‑month notice period; no fixed term; non‑compete and non‑solicit for 12 months post‑termination .
- 2024 Summary Compensation Table (SCT) amounts for Peter Jackson shown below.
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $1,393,083 | $1,509,738 | $1,518,172 |
| All Other Compensation (incl. pension/perqs) | $216,634 | $142,612 | $130,562 |
| Total Compensation | $4,945,571 | $7,779,031 | $22,174,060 |
Perquisites/pension detail for 2024: $116,159 pension‑related and $14,403 perquisites (private medical cover; annual medical check‑up) .
Performance Compensation
- Annual Incentive Design: measures Group Revenue, Group Adjusted EBIT, FanDuel Adjusted EBIT, and Safer Gambling; 2024 target opportunity 190% of salary (max 1.5x target); for 2025, target 200% (max 2x target) .
- 2024 Annual Cash Incentive: estimated plan levels and payout for Jackson:
| Item | Amount / Detail |
|---|---|
| Threshold (2024 plan) | $2,896,518 |
| Target (2024 plan) | $4,344,778 |
| Maximum (2024 plan) | Not disclosed in table (implied 1.5x target per terms) |
| Actual 2024 Non‑Equity Incentive Paid | $3,461,050 |
| Metrics used | Group Revenue; Group Adjusted EBIT; FanDuel Adjusted EBIT; Safer Gambling |
- Long‑Term Incentives (LTI):
| Award | Grant date | Shares (target) | Max shares | Grant‑date FV | Vesting / Performance |
|---|---|---|---|---|---|
| Flutter PSU 2024 | Aug 19, 2024 | 40,297 | 80,594 | $9,109,625 | 3‑year cliff; metrics: 33.3% Group Adjusted EPS, 33.3% Group Net Revenue, 33.3% relative TSR vs S&P 500; perf. period 1/1/2024‑12/31/2026 |
| Flutter RSU 2024 | Aug 19, 2024 | 13,432 | — | $2,780,000 | 3‑year ratable vest |
| DSIP 2024 | Apr 2, 2024 | 9,705 | — | $2,024,524 | Vesting terms not specified in excerpt (plan minimum vesting rules apply) |
| Consolidated LTIP (legacy) | Tranche details | — | — | — | Four performance tranches; Tranche 1 (1/1/2023‑12/31/2025) relative TSR vs FTSE 100 (ex‑REITs/investment trusts); Tranche 2 (1/1/2024‑12/31/2026) relative TSR vs S&P 500; all earned shares subject to holding until 2029; tranches 3 and 4 commence in 2025 and 2026 |
- CEO LTI target mix by employment terms: PSUs at target equal to 600% of salary (max 2x target); RSUs at 200% of salary (3‑year ratable vest) .
- Plan safeguards: minimum 1‑year vesting standard (limited exceptions); robust clawbacks (NYSE‑compliant) covering incentive and time‑based awards; no option/SAR repricing without shareholder approval .
Equity Ownership & Alignment
| Item | Disclosure |
|---|---|
| Beneficial ownership (4/10/2025) | 25,741 shares; “*” denotes <1% of 176,740,036 shares outstanding |
| Ownership guidelines | CEO must hold ≥600% of base salary; other execs 300% from Jan 1, 2025; 5‑year build period; vested nil‑cost options and unvested time‑based shares count on net‑of‑tax basis |
| Hedging/pledging | Hedging, short sales, options over company securities, and pledging are prohibited under PDMR/Group dealing codes |
| Clawbacks | NYSE‑compliant Executive Incentive Compensation Clawback Policy (adopted Jan 2024) plus comprehensive equity plan clawbacks |
| Option grants | Company currently does not grant stock options/SARs to NEOs under discretionary plans (policy framework described) |
Vesting overhang and selling pressure: Key upcoming events include end of performance periods for legacy Consolidated LTIP Tranche 1 (Dec 31, 2025) and Tranche 2 (Dec 31, 2026), but all earned shares from this grant are subject to a holding period until 2029, reducing near‑term sellable supply; 2024 PSUs cliff‑vest after 3 years (performance through 2026) and RSUs vest ratably over three years (granted Aug 2024) .
Employment Terms
| Term | Detail |
|---|---|
| CEO start date/tenure | CEO since Jan 2018; director since Feb 2016 |
| Employment agreement | Dated May 8, 2023; supplemental side‑letter Aug 19, 2024 |
| Base salary (terms) | $1,390,000 including $110,000 director fee; subject to annual review |
| Annual incentive opportunity | 2024 target 190% of salary (max 1.5x target); 2025 target 200% (max 2x target) |
| LTI sizing (2024 terms) | PSUs target 600% of salary (max 200% of target); RSUs 200% of salary |
| Pension | 5% of base salary paid in cash in lieu of pension |
| Term/notice | No fixed term; either party generally must give 12 months’ notice; if terminated before notice end, salary and pension for balance of unworked notice period payable |
| Restrictive covenants | 12‑month post‑termination non‑compete, non‑solicit of customers/suppliers, and non‑solicit of employees |
| Severance/CIC estimates (as of 12/31/2024) | Cash severance (salary+pension in lieu of notice) $1,459,500; equity awards value $19,616,355 (termination outside CIC) and $41,164,365 (inside CIC); no single‑trigger CIC; no tax gross‑ups on CIC |
Board Governance and Dual‑Role Implications
- Board service: Director since Feb 2016; CEO since Jan 2018; not Board Chair (Chair is John Bryant) .
- Independence/structure: Flutter separates Chair and CEO and expects to maintain this structure; NEDs hold executive sessions chaired by the independent Chair; Jackson is not a member of key committees, which are fully independent .
- Meetings/attendance: In 2024, Board met 8 times (Audit 9, Compensation 5, Nominating & Governance 6, Risk & Sustainability 7); each director attended ≥75% of their meetings; all directors attended the 2024 AGM .
Compensation Structure Analysis
- Shift to U.S. market norms: In 2024, base salary reduced ~13.5% to increase performance‑based equity; CEO target pay mix redesigned so ~92% is at‑risk and long‑term aligned (PSUs/RSUs), with annual incentive metrics tied to growth, profitability, and Safer Gambling .
- Year‑over‑year mix changes: CEO stock awards rose to $17.06M in 2024 from $4.13M in 2023, reflecting the revamped equity emphasis; base salary remained ~flat; non‑equity incentive increased with performance .
- Safeguards: Prohibitions on hedging/pledging and robust clawbacks; minimum vesting and no option/SAR repricing without shareholder approval; no single‑trigger CIC and no CIC tax gross‑ups .
Say‑on‑Pay, Peer Group, and Committee Oversight
- 2025 is Flutter’s first U.S. proxy as a domestic issuer; the Board recommends “FOR” say‑on‑pay and favors an annual frequency .
- The Compensation & Human Resources Committee is fully independent and engages independent advisors; Pearl Meyer became the sole independent advisor in 2024; the Committee determined no conflicts with Pearl Meyer or PwC UK .
- A new U.S.‑aligned peer group was developed for benchmarking (details referenced in proxy) .
Performance & Track Record Highlights
- Portfolio transformation and U.S. listing transition; market cap up ~350% and revenue up ~488% during Jackson’s tenure through 2024; management notes stock price more than doubled over this period .
- 2024 financial context for pay vs performance: net income $162M; Group Adjusted EBIT $1,745M; $100 invested at NYSE primary listing was $125.77 by year‑end 2024 .
Investment Implications
- Alignment: Strong pay‑for‑performance design (92% at‑risk) with PSUs tied to EPS, Net Revenue, and relative TSR, plus RSUs; ownership guideline at 600% of salary further aligns incentives; hedging/pledging prohibited .
- Retention vs dilution/supply: Significant multi‑year vesting and legacy LTIP holdings (with holding to 2029) support retention and limit near‑term selling pressure; however, 2024 PSU/RSU cycles introduce potential supply around 2026–2027 (subject to performance and trading windows) .
- Governance quality: Separate Chair/CEO, independent committees, robust clawbacks, no single‑trigger CIC, and no CIC tax gross‑ups are shareholder‑friendly; compensation oversight by independent committee with independent advisors .
- Execution risk: Incentive metrics emphasize profitable growth and relative TSR; performance periods into 2026 require sustained delivery in U.S. expansion and FanDuel profitability to realize maximum payouts .
Overall, Jackson’s package is heavily performance‑weighted with stringent ownership and clawback regimes, aligning with long‑term value creation while moderating short‑term selling pressure due to multi‑year vesting and holding requirements **[1635327_0001628280-25-019696_flut-20250424.htm:95]** **[1635327_0001628280-25-019696_flut-20250424.htm:107]** **[1635327_0001628280-25-019696_flut-20250424.htm:123]**.