David Gandler
FuboTVAbout David Gandler
David Gandler (age 49) is Fubo’s co-founder, Chief Executive Officer, and a director since April 2020; he previously served as CEO and director of the pre‑merger entity from 2014–2020. He holds a BA in Economics from Boston University and has prior roles at DramaFever, Scripps Networks Interactive, Time Warner Cable, and Telemundo . Under his leadership, 2024 delivered record global revenue of $1.62B (+19% YoY), a $115M improvement in adjusted EBITDA, and a $104M improvement in free cash flow; North America revenue reached $1.59B (+19% YoY), subscribers 1.676M (+4%), and ARPU $85.97 (+5%) . Fubo also announced a definitive agreement to combine Hulu + Live TV with Fubo; at closing, Disney will own ~70%, and Gandler will lead the combined businesses as distinct consumer brands .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FuboTV Sub (pre‑merger) | President & CEO; Director | 2014–2020 | Co‑founded and scaled sports-first streaming bundle; operational leadership |
| DramaFever (acquired by Warner Bros.) | VP, Ad Sales | 2013–2014 | Monetization; digital media ad sales |
| Scripps Networks Interactive; Time Warner Cable; Telemundo | Various positions | pre‑2013 | Cable/network operations, distribution, and marketing |
External Roles
| Organization | Role | Years |
|---|---|---|
| GSG-LOFC Limited (Leyton Orient Football Club parent) | Co-owner; Director | Current |
| Bare Knuckle Fighting Championship, Inc. | Director | Current |
| Paris Football Club | Director | 2022–2024 |
| Waverley Capital Acquisition Corp. 1 (SPAC) | Director | Mar 2021–Sep 2023 |
| United States Olympic & Paralympic Foundation | Trustee | Current (disclosed in 2024) |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 558,250 | 730,000 | 1,500,000 (raised effective Jan 1, 2024) |
| Target Bonus % of Salary | — | 100% (raised for 2024) | 120% |
| Non-Equity Incentive Paid ($) | 539,779 | 943,160 | 2,271,760 |
Notes:
- 2024 annual cash bonus plan metrics and payout mechanics detailed below; 2024 corporate payout achieved 126.2% .
- As an employee director, Gandler does not receive additional director compensation .
Performance Compensation
Annual Bonus Plan – 2024 Corporate Metrics and Outcomes
| Metric (Weight) | Threshold | Target | Maximum | Actual | Payout % |
|---|---|---|---|---|---|
| North America Revenue (25%) ($M) | 1,212 | 1,515 | 1,818 | 1,588 | 104.8% |
| North America Subscribers (25%) (000s) | 1,340 | 1,675 | 2,010 | 1,676 | 100.0% |
| Adjusted EBITDA (50%) ($M; higher less negative) | (164.8) | (143.5) | (114.7) | (100.0) | 150.0% |
| Corporate Component | — | — | — | — | 126.2% (achievement 121.6%) |
Executive payouts: CEO $2,271,760; CFO $511,781 (+$50,000 discretionary); COO $516,609 (+$100,000 discretionary) .
Long-Term Equity – Structure, Grants, and Vesting
| Award Type | Grant | Shares/Target | Terms | Vesting Timing |
|---|---|---|---|---|
| 2024 RSUs | Apr 4, 2024 | 1,851,852 | 50% of CEO 2024 LTI value; time-based | Equal annual tranches on Feb 20, 2025/26/27 |
| 2024 PRSUs (CEO) | Apr 4, 2024 | 1,851,852 target; up to 2,777,778 max | Three one-year performance periods (2024/25/26) across Adjusted EBITDA, NA Revenue, NA Subscribers (weights 50/25/25 for 2024; 33/33/33 for 2025) | Earned PRSUs vest after certification of 2026 performance (on/before Feb 20, 2027) |
| 2024 PRSU outcome (2024 tranche) | — | 782,358 eligible to vest based on 2024 performance | Earned via 2024 outcomes above; subject to service to 2027 | Vest with 2026 cycle certification (Feb 20, 2027) |
| 2023 PRSUs (CEO; 2024 cycle) | Mar 25, 2024 (fixing grant-date for 2024 tranche) | 308,549 eligible to vest on 2025 certification | Same metrics as above | Vest on/before Feb 20, 2026 (2025 certification) |
| 2020 Performance Options (Amended 2023) | Oct 8, 2020 | 3,280,000 unearned at $10 strike | Earn solely on 2025 Adjusted EBITDA/NA Revenue/NA Subscribers targets; vesting contingent on 2025 outcomes | If earned, vest in Feb 2026 |
Compensation philosophy emphasizes pay-for-performance, multi-year vesting, double-trigger change-in-control vesting, independent consultant (Aon), and clawbacks (Dodd‑Frank/NYSE) .
Equity Ownership & Alignment
| Component | Amount | Details |
|---|---|---|
| Total beneficial ownership | 6,281,624 shares (1.8%) | Includes exercisable options within 60 days and direct holdings |
| Direct shares (held) | 296,817 | Common stock held individually |
| Options exercisable ≤60 days | 5,984,807 | Multiple grants; includes large 2020/2023 awards in-the-money status depends on price |
| Unvested RSUs (service-based) | 1,234,630 | From 2024 RSUs; 3-year schedule |
| PRSUs earned (service-only remaining) | 241,012 (2024 tranche of 2024 PRSUs) | Earned via 2024; vest in 2027 subject to service |
| PRSUs pending at target (future cycles) | 1,240,741 (balance of 2024 PRSUs at target) | 2025/2026 cycles pending; actual outcome depends on performance |
| Anti-hedging/pledging | Prohibited for directors/officers/employees | |
| Clawback policy | Adopted Oct 2, 2023; mandatory recovery of erroneously paid incentive comp |
Supply/vesting overhang signals:
- Scheduled RSU delivery in 2025–2027 (1.85M total across 3 tranches) .
- PRSU delivery in Feb 2027 (2024 tranche earned: 782,358) contingent on service .
- Performance options potentially vest Feb 2026 (up to 3.28M shares at $10 strike) if 2025 goals hit .
Employment Terms
| Provision | CEO Terms |
|---|---|
| Severance (no CIC) | 24 months base salary; prorated annual bonus at target; COBRA premiums up to 24 months; immediate vesting of time-based equity; performance awards per award terms; subject to release and covenants |
| Severance (with CIC) | 24 months base; 2x target bonus for year of termination; COBRA up to 24 months; same equity acceleration rules as above |
| Change-in-control equity treatment | PRSUs/Performance options convert to earned based on completed cycles + target for incomplete cycles; vest on scheduled certification dates or upon qualifying termination post-CIC (double-trigger) |
| Clawback | Mandatory recovery for accounting restatements (NYSE Rule 10D‑1) |
| Anti-hedging | Hedging/margining/pledging prohibited |
Potential payout illustration at Dec 31, 2024 (assumes termination and/or CIC):
- No CIC termination: Cash $3,000,000; accelerated RSUs $1,785,690; accelerated PRSUs $3,446,193; COBRA $71,934; total $8,303,817 .
- CIC termination: Cash $7,050,000; accelerated RSUs $1,785,690; accelerated PRSUs $3,446,193; COBRA $71,934; total $12,353,817 .
Board Governance
- Board composition: 7 directors; majority independent; 100% independent audit, compensation, and nominating committees; all directors attended ≥75% of meetings in 2024; independent directors hold regular executive sessions .
- Leadership: Separate Executive Chairman (Edgar Bronfman Jr.) and CEO roles; no Lead Independent Director currently; committees chaired by independent directors (Compensation Chair: Neil Glat; Audit Chair: Laura Onopchenko; Nominating & Corporate Governance Chair: Daniel Leff) .
- CEO board service: Non-committee director; annual re-election; employee directors do not receive director compensation .
Say‑on‑Pay & Peer Group
- Say‑on‑Pay approval: 2020 99%, 2021 95%, 2023 80%, 2024 89% .
- Peer group (used for 2024 decisions): AMC Networks, Bumble, Cable One, Cumulus Media, Dropbox, IAC, Lions Gate, Peloton, Roku, Shutterstock, Sirius XM, Spotify, NYT Co., Trade Desk, Vimeo, WideOpenWest, WWE; market cap, revenue, and headcount bands of ~0.3x–3x Fubo .
- CEO 2024 LTI target value $8M; share valuation referenced at $2.16 (trailing three‑month VWAP) to mitigate grant volatility and align with employee grant methodology .
Director Compensation (Context)
- Outside Director Compensation Policy (non-employee directors): Annual cash retainer $50,000; Committee Chair/member fees; annual equity grant $228,000; equity accelerates on change-in-control; initial equity ~$330,000 for new directors .
Related Party Transactions and Policies
- Related party transaction policy with Audit Committee oversight; no material related party transactions disclosed for 2024 through proxy date .
- Code of Ethics and indemnification aligned with Florida law; D&O insurance maintained .
Performance Context
- 2024 operational highlights: 1.7B hours viewed in North America; Comscore ranked Fubo among top 10 most-watched U.S. video services in 2024 (first time), above Pluto, Prime Video, and Tubi .
- Pending business combination with Hulu + Live TV: conditional on shareholder/regulatory approvals; Fubo to continue NYSE listing post-closing; management continuity under Gandler .
Investment Implications
- Alignment signals: Elevated 2024 performance-based payouts tied to Adjusted EBITDA and subscriber/revenue growth support pay-for-performance; robust clawback and anti-hedging policies reduce governance risk .
- Supply/vesting overhang: Significant scheduled RSU/PRSU deliveries in 2025–2027 and potential 2026 option vesting contingent on 2025 performance could create mechanical selling pressure; monitor PRSU certification dates and Form 4 activity around Feb cycles .
- Retention/CIC economics: CEO severance 24 months base plus bonus multiples and broad acceleration under CIC provide stability through Hulu + Live TV combination but increase change‑in‑control cost; double-trigger structure mitigates single-trigger risk .
- Governance quality: Separation of Chair/CEO, independent committees, and steady Say‑on‑Pay recovery (89% in 2024) indicate constructive shareholder engagement and responsiveness to prior feedback .
- Execution risk: 2025 performance targets govern large PRSU and option outcomes; watch ongoing subscriber/revenue trajectory and adjusted EBITDA progress to assess equity award realizability and potential dilution .