01—Abstract
Summary
Summary of the 8-K filed June 5, 2024. Cited figures are marked; the original filing is the authoritative source.
Flutter Entertainment plc announced that its Board promoted Rob Coldrake to Chief Financial Officer with immediate effect, following the departure of Paul Edgecliffe-Johnson.
The Board stated that the change was driven by the need for extensive executive management time in the U.S. after the Company's U.S. primary listing on May 31, 2024. The Board said Edgecliffe-Johnson's departure was not due to any disagreement with the Company on its operations, policies or practices, nor to concerns about its financial or operating performance. Edgecliffe-Johnson also ceased to be a director on May 31, 2024.
Coldrake, 45, previously served as Chief Financial Officer of the Company's International Division for four years, overseeing brands including Pokerstars, Adjarabet and Betfair International. He also oversaw the acquisitions and integrations of Junglee, Sisal and Maxbet. Before joining the Company, he was Chief Financial Officer for the Markets and Airlines of TUI Group.
His compensation includes an annual base salary of £730,000, a target annual bonus equal to 100%a of base salary, and a one-time long-term incentive award of nil-cost options over 45,733 ordinary shares, granted on June 3, 2024, with a grant date value equal to 900% of base salary. The award vests in three tranches subject to performance conditions, with a holding period until April 28, 2029. Edgecliffe-Johnson's termination agreement provides a payment in lieu of a 12-month notice period for base salary and pension contributions, a pro-rata 2024 annual bonus based on full-year Company performance, and partial vesting of certain long-term incentive tranches on their normal dates.
Other awards vest later or lapse according to specified terms. Coldrake's existing award of 16,299 shares granted on December 30, 2022 was amended so that performance conditions are waived, 9,779 shares will vest, and the remaining 6,520 shares will lapse.
02—Key points
Key Highlights
- Rob Coldrake, previously CFO of the International Division, was promoted to Chief Financial Officer effective immediately after Paul Edgecliffe-Johnson stepped down on May 31, 2024.
- The Board attributed the leadership change to the need for extensive executive time in the U.S. following the Company's U.S. primary listing on May 31, 2024, and stated there was no disagreement or performance-related concern.
- Coldrake's annual base salary is £730,000, with a target annual bonus of 100% of base salary.
- Coldrake received a one-time long-term incentive award of nil-cost options over 45,733 ordinary shares on June 3, 2024, with a grant date value equal to 900% of base salary, vesting in three performance-based tranches.
- Coldrake's December 30, 2022 award of 16,299 shares was amended to waive performance conditions, with 9,779 shares to vest and 6,520 shares to lapse.
- Edgecliffe-Johnson's termination agreement includes a payment in lieu of a 12-month notice period, a pro-rata 2024 annual bonus, and partial vesting or lapse of specified long-term incentive awards.
- The Company plans to release an announcement on June 6, 2024 via the Regulatory News Service in London covering Coldrake's LTIP grant.
03—Questions
Frequently Asked Questions
Why did Paul Edgecliffe-Johnson leave the CFO role?
The Board stated that, in anticipation of the U.S. primary listing and the resulting need for extensive executive time in the U.S., it discussed with him his ability to meet that requirement given his family commitments in the U.K. The Board concluded it was in the Company's best interests for him to step down, effective May 31, 2024. The filing states the departure was not due to any disagreement or to concerns about the Company's financial or operating performance.
What is Rob Coldrake's background?
Coldrake, 45, served as Chief Financial Officer of the Company's International Division for four years, overseeing Pokerstars, Adjarabet and Betfair International. He was instrumental in the acquisitions and integrations of Junglee, Sisal and Maxbet. Before joining the Company, he was Chief Financial Officer for the Markets and Airlines of TUI Group, following a 14-year tenure at TUI. He began his career at PricewaterhouseCoopers and is a qualified Chartered Accountant.
What compensation does the new CFO receive?
Coldrake receives an annual base salary of £730,000 and is eligible for an annual discretionary bonus with a target equal to 100% of base salary, pro-rated for 2024. On June 3, 2024, he received a one-time, consolidated long-term incentive award of nil-cost options over 45,733 ordinary shares, with a grant date value equal to 900% of base salary. The award vests in three tranches subject to performance conditions, and a holding period applies to vested awards until April 28, 2029.
What payments and benefits does the former CFO receive?
Under his termination agreement, Edgecliffe-Johnson receives a payment in lieu of a 12-month notice period covering base salary and pension contributions, and remains eligible for a pro-rata 2024 annual bonus based on full-year Company performance. Tranches 1 and 2 of his April 28, 2023 consolidated long-term incentive award vest on a pro-rated basis on their normal dates, while tranches 3 and 4 lapse. Certain other share and buy-out awards vest on specified dates, and his sharesave options lapse. He will also receive additional payments and benefits under the agreement.
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