Phil Bishop

About Phil Bishop

Phil Bishop, age 57, is Flutter Entertainment’s Chief Operating Officer since March 1, 2024, after serving as Chief People Officer from July 2022 to February 2024. He began his career at BMW Group in HR and Engineering for 14 years, and later held senior HR and business roles at HBOS plc, Barclays, Energis plc, and Lloyds Banking Group; he also founded the Ilkley Group. Bishop holds both a bachelor’s and master’s degree from Cambridge University . Company performance context during his executive tenure: in fiscal 2024, Flutter reported $14.05 billion revenue (+19% YoY), $2,357 million Adjusted EBITDA, $941 million free cash flow, and diluted EPS of $0.24 .

Past Roles

External Roles

Fixed Compensation

• Flutter’s 2024 Named Executive Officers disclosed in the proxy are the CEO, CFOs, FanDuel CEO, former Chief Legal Officer, and UK&I CEO; the COO (Phil Bishop) is not listed, so his base salary and bonus specifics are not disclosed in the 2025 proxy .
• Executive compensation structure for NEOs includes base salary reviewed annually and annual incentives paid generally within three months after fiscal year-end; this indicates program design norms for senior executives, though individual COO terms are not provided .

Performance Compensation

Annual Incentive Program Design (NEO Group metrics example for context)

• Notes: The Committee applied adjustments for certain U.S. strategic initiatives and new state expansion to FanDuel Adjusted EBIT, flowing through to Group Adjusted EBIT; results are calculated with straight-line interpolation between thresholds .

Long-Term Incentives (program design)

Equity Ownership & Alignment

• Stock ownership guidelines: CEO 600% of base salary; other executive officers increased to 300% of base salary from January 1, 2025. Qualifying holdings include beneficially owned shares, vested awards including nil-cost options (on a net-of-tax basis), and unvested time-based awards on a net-of-tax basis .
• Compliance timeline: Each executive officer has five years from appointment to meet guidelines; if not achieved, future share awards must be retained in full until compliance .
• Hedging and pledging: Hedging (e.g., collars, swaps), short sales, speculative trading, and pledging of company securities are prohibited under PDMR and Group Dealing Codes .
• Dividends/dividend equivalents: Dividend equivalents accrue on RSUs but are not paid on unvested awards; equivalents are credited as additional RSUs subject to the same vesting conditions .
• Plan mechanics and protections:
  • Minimum one-year vesting on all equity awards with limited exceptions .
  • No repricing or exchanges of underwater options/SARs without shareholder approval .
  • Double-trigger equity treatment: no automatic acceleration at change-in-control; awards may be assumed/substituted; acceleration occurs if not assumed/substituted or per committee determination .

Employment Terms

• Flutter discloses standardized potential payments upon termination or change in control for NEOs (not Phil-specific). Outside a change-in-control period: cash in lieu of notice (salary and pension), pro-rated accelerated vesting for time-based awards, and pro-rated performance-based equity vesting based on actual performance; inside a change-in-control period: cash in lieu of notice and accelerated vesting for all equity awards, with performance testing dependent on award treatment at transaction; no severance on termination with Cause or resignation without Good Reason .
• Executive clawbacks: Robust clawback provisions covering cash and equity, compliant with Dodd-Frank, NYSE Rule 10D-1, and broader company plan rules .
• Change-in-control definition requires 50% voting power acquisition or incumbent board majority change; plan avoids “liberal” change-in-control definitions .

Performance & Track Record

• Q3 2025 operational context: Group AMP +9% and revenue +17% YoY; net loss of $789m driven by a $556m impairment in India, $204m transaction fees tied to Boyd market access revision, higher D&A and acquired intangibles amortization, and increased interest expense .

Governance & Shareholder Feedback

Investment Implications

• Alignment: Strong guardrails—ownership guidelines elevated to 300% of salary for executive officers, five-year compliance window, and strict prohibitions on hedging and pledging—support long-term alignment and reduce adverse trading signal risk .
• Incentive quality: Long-term incentives emphasize profit, growth, and relative TSR with three-year vesting and minimum one-year vesting across awards; double-trigger change-in-control treatment and no repricing without shareholder approval mitigate pay-for-non-performance risks .
• Data gaps: Phil Bishop’s individual salary, bonus targets, grant sizes, vesting schedules, and beneficial ownership are not disclosed in the 2025 proxy; absence of Form 4 disclosure in cited documents limits direct analysis of insider selling pressure and pledge/ownership compliance at the individual level .
• Execution/retention: Company-wide performance resilience alongside Q3 2025 impairment and transaction costs highlights regulatory and integration execution risks that fall within COO remit; robust clawbacks and standardized termination/COI treatments for senior leaders help align incentives under stress scenarios .