Stefan Bomhard
About Stefan Bomhard
Independent non-executive director of Flutter Entertainment (FLUT), appointed effective October 1, 2025; age 58 with a Ph.D. in marketing (University of Bradford) and bachelor’s degrees from Middlesex University and Reutlingen University . The Board determined he is independent under NYSE listing standards; initially not assigned to committees, later appointed to the Compensation & Human Resources Committee and the Nominating & Governance Committee effective December 9, 2025 . Current external board roles include non‑executive director at Compass Group plc; retiring as CEO of Imperial Brands on October 1, 2025 while remaining a director there until December 31, 2025 .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Imperial Brands plc | Chief Executive Officer; Director | CEO: Jul 2020–Oct 1, 2025; Director through Dec 31, 2025 | Global consumer-focused tobacco/nicotine company |
| Inchcape PLC | Chief Executive Officer | Apr 2015–Jun 2020 | Premium/luxury automotive distribution & retail |
| Bacardi Limited | President, Europe; led Global Commercial & Global Travel Retail | Prior to Inchcape | Senior worldwide roles |
| Cadbury plc | Chief Commercial Officer | Prior period | Senior commercial leadership |
| Unilever Food Solutions Europe | Chief Operating Officer | Prior period | Operations leadership |
| Diageo (Burger King) | Senior management, sales & marketing | Early career | Consumer brands experience |
| Procter & Gamble | Sales/marketing positions | Early career | Consumer goods foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Compass Group plc | Non‑Executive Director | Current (as of Sep 12, 2025) | Not disclosed in FLUT filings |
| Imperial Brands plc | Director | Through Dec 31, 2025 | Serving post-CEO retirement until year-end |
Board Governance
- Committees: Compensation & Human Resources Committee and Nominating & Governance Committee effective December 9, 2025; no chair roles disclosed .
- Independence: Board determined independence under NYSE listing standards; no family relationships; no Item 404(a) related‑party transactions; no arrangements/understandings for election .
- Director equity ownership guidelines: Non‑executive directors must hold equity equal to ≥5× annual cash retainer, to be achieved within five years of election .
- Governance features: Independent Chair; entirely independent committees; regular executive sessions; robust clawback policy; prohibition on hedging/pledging company stock; code of ethics and dealing codes adopted .
- Attendance: Board/committee attendance thresholds are 75%+, but no individual attendance data for Bomhard yet (appointment in 2025); directors are encouraged to attend AGMs .
Fixed Compensation
| Component | Amount | Structure / Notes |
|---|---|---|
| Non‑Executive Director Base Cash Retainer | $110,000 | Effective from Aug 1, 2024 for NEDs |
| Annual Equity Grant (RSUs) | $205,000 | Time‑based RSUs; directors receive annual grants |
| Committee Chair Fees | $25,000 (Compensation), $20,000 (Nominating), $30,000 (Audit/Risk) | Only for chairs; Bomhard not disclosed as chair |
| Vesting (director awards) | Min 50 weeks; earlier of one‑year anniversary or next AGM | Director awards vest no sooner than 50 weeks; no dividends on unvested awards |
| Hedging/Pledging | Prohibited by PDMR and Group Securities Dealing Codes | Applies to directors and employees |
| Clawback | Awards subject to clawback/malus policies | Executive Compensation Policy and Company Clawback Policy |
Per appointment 8‑K, Bomhard will receive compensation consistent with this NED fee schedule .
Performance Compensation
| Metric/Feature | Applicability to Non‑Executive Directors | Source |
|---|---|---|
| Annual bonus tied to financial/ESG metrics | Not applicable (directors compensated via retainers and RSUs) | Director compensation section indicates fees + RSUs; NEO metrics apply to executives, not directors |
| Performance Share Units (PSUs) | Not disclosed for directors; NED grants reported as RSUs | 2024 NED “Stock awards” are RSUs per footnote |
| Clawback on director equity | Applicable | Clawback policies apply to all awards granted under omnibus plan |
Other Directorships & Interlocks
| Company | Relationship to FLUT | Interlock/Conflict Notes |
|---|---|---|
| Compass Group plc | External NED role | No FLUT‑disclosed related party transactions; independence affirmed |
| Imperial Brands plc | Director through Dec 31, 2025 | Time‑commitment managed via FLUT’s Corporate Governance Guidelines; no FLUT‑disclosed conflicts |
| Compensation Committee Interlocks | FLUT 2024 status | No interlocks; no insider participation disclosed for FLUT’s committee (historical context) |
Expertise & Qualifications
- International consumer brands leadership; deep sales/marketing expertise and P&L accountability across tobacco/nicotine, automotive, beverages, confectionery, and food service .
- Advanced academic credentials (Ph.D. in marketing) supporting analytical rigor in brand and customer strategy oversight .
- Relevant governance experience as CEO and director at FTSE‑listed companies; current NED at Compass Group plc .
Equity Ownership
| Data Point | Value / Status | Notes |
|---|---|---|
| Initial beneficial ownership at appointment | 0 shares | Form 3 filed Oct 10, 2025 states no securities beneficially owned |
| Ownership guideline requirement | ≥5× annual cash retainer | Must meet within 5 years of election |
| Hedging/pledging | Prohibited | Per dealing codes |
| Award vesting & dividends | Min 50 weeks; no dividends on unvested | Director vesting exception; no dividends until vest |
| Clawback | Applicable | Company clawback policies cover awards |
Insider Filings
| Form | Filing Date | Event Date | Key Disclosure |
|---|---|---|---|
| Form 3 | Oct 10, 2025 | Oct 1, 2025 | Initial statement; no securities beneficially owned |
Governance Assessment
- Strengths: Independent status confirmed; extensive consumer brand and marketing expertise; committee placement on Compensation and Nominating & Governance aligns with skill set; strong governance framework (clawbacks, ownership guidelines, hedging/pledging bans) supports investor alignment .
- Alignment: Initial zero ownership is typical at appointment; ownership guidelines require building a meaningful stake over five years; annual RSU grants and potential open‑market purchases should improve alignment .
- Conflicts: Company discloses no related‑party transactions or family relationships; independence affirmed; external roles at Compass and Imperial Brands present no disclosed related‑party exposure to FLUT; monitor time‑commitment per FLUT’s governance guidelines .
- Engagement/Attendance: No individual attendance disclosed yet due to recent appointment; Board maintains executive sessions and ≥75% attendance expectations; monitor 2025–2026 attendance as disclosed in next proxy .
- RED FLAGS: None disclosed (no Item 404 transactions; hedging/pledging prohibited; clawback in place) .