Johnny Hartnett
PENN EntertainmentAbout Johnny Hartnett
Johnny Hartnett is a Class II independent director of PENN Entertainment, elected on June 17, 2025 for a term ending at the 2028 Annual Meeting. He is 49 and holds an economics degree from University College Dublin. Hartnett brings two decades of online sports betting and gaming leadership experience, including CEO of Blackstone-backed Superbet (2019–2024) and senior roles at Paddy Power Betfair/Flutter; he is currently disclosed with no public board directorships and, at nomination, had no committee assignments at PENN .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Superbet Group (Blackstone-backed betting and gaming) | Chief Executive Officer | 2019–2024 | Led innovative, digitally-focused growth initiatives |
| Paddy Power Betfair (Flutter Entertainment) | Chief Development Officer; Managing Director (International/Online); COO (Sportsbet Australia) | 2014–2019 | Oversaw strategic M&A initiatives, including $770M acquisition of FanDuel |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public company directorships | None | — | — |
Board Governance
- Status: Independent Class II director; new nominee in 2025; elected June 17, 2025 .
- Committee assignments: None at nomination; post-election committee assignments not disclosed in filings reviewed .
- Term: Through the 2028 Annual Meeting .
- Board attendance baseline: In 2024 the Board held 19 meetings, and each director attended at least 75% of the meetings of the Board and their committees; directors are encouraged to attend shareholder meetings .
- Governance policies: Independent Chair and separate Lead Independent Director role; all directors (except CEO) independent; clawback policy expanded in 2025 to cover time-based incentives; prohibitions on hedging and pledging; director stock ownership guidelines (5x retainer within five years) .
- Election results: Hartnett received 108,409,603 votes FOR, 699,900 WITHHELD, with 8,057,052 broker non-votes (preliminary voting counts) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Directors may elect cash or restricted stock for retainer; restricted stock forfeiture restrictions lapse on first anniversary |
| Committee membership fee – Audit | $10,000 | Per committee, if applicable |
| Committee membership fee – Compensation | $10,000 | Per committee, if applicable |
| Committee membership fee – Compliance | $10,000 | Per committee, if applicable |
| Committee membership fee – Nominating & Corporate Governance | $5,000 | Per committee, if applicable |
| Chair premium – Audit | $15,000 | Additional annual retainer |
| Chair premium – Compensation | $10,000 | Additional annual retainer |
| Chair premium – Nominating & Corporate Governance | $10,000 | Additional annual retainer |
As of his nomination/election, Hartnett had no committee assignments, so only the base retainer applied at that time .
Performance Compensation
| Instrument | Grant Value | Grant Type | Vesting | Notes |
|---|---|---|---|---|
| Annual equity for non-employee directors | $250,000 | Cash-settled RSUs or restricted stock (director’s election) | Vests on first anniversary of grant | Board Chair receives $375,000; all others $250,000 |
| Clawback application | Policy expanded in 2025 | Applies to time-based and performance-based incentives | — | Exceeds Dodd-Frank requirements |
No director performance metrics (e.g., revenue, EBITDA, TSR) are tied to director equity awards; awards are time-based and vest after one year .
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| None | — | No public company directorships disclosed; reduces risk of interlocks with competitors/customers/suppliers |
Expertise & Qualifications
- Strategic Planning/M&A: Led multiple successful initiatives over ~20 years, including FanDuel acquisition; enhances oversight of growth initiatives .
- Technology/Digital: CEO leadership in digitally-focused betting initiatives; supports PENN’s digital/iCasino and OSB strategy .
- Risk Management: Extensive operating experience in highly regulated gaming sectors; bolsters Board risk oversight .
- Education: Economics Degree, University College Dublin .
Equity Ownership
| Item | Disclosure |
|---|---|
| Beneficial ownership for Hartnett | Not listed in the April 1, 2025 Security Ownership table (nominee status); thus not disclosed in that table . |
| Director ownership guidelines | Must own shares equal to 5x annual cash retainer within five years; monitored annually by Chief Legal Officer; all non-employee directors meet or are expected to meet within five years . |
| Hedging/Pledging | Prohibited by insider trading policy . |
Governance Assessment
- Board effectiveness signals: Hartnett adds deep OSB and digital gaming expertise amid PENN’s realignment of digital focus and early termination of the ESPN sportsbook agreement; Board statement welcomed his domain experience, emphasizing oversight of omnichannel strategy and profitability in Interactive .
- Independence and alignment: Independent director with no other public boards; strict director ownership guidelines and prohibitions on hedging/pledging support alignment .
- Compensation governance: Director pay structure is modest cash retainer plus time-based equity with one-year vesting; clawback extended to time-based awards in 2025—positive governance enhancement .
- Shareholder feedback and risk indicators: 2025 Say‑on‑Pay received 38.4M FOR versus 65.1M AGAINST with 4.76M abstentions, indicating low support and heightened scrutiny of executive pay; Board reported activist-related legal/advisory costs in Q3, underscoring elevated governance focus .
- RED FLAGS: None specific to Hartnett disclosed (no related-party transactions, pledging, or hedging noted); monitoring points include committee assignment outcomes and ongoing shareholder engagement in light of 2025 vote dynamics .