01—Abstract
Summary
Summary of the 8-K filed August 20, 2024. Cited figures are marked; the original filing is the authoritative source.
On August 19, 2024, a side letter amended the employment contract of Peter Jackson, Chief Executive Officer of Flutter Entertainment plc, with Betfair Limited, a wholly owned subsidiary.
The amendments followed Flutter's primary US listing and the relocation of its operational headquarters to the US. Jackson's Total Salary decreases to $1,390,000,a described as an approximate 13.5% decrease based on current foreign exchange rates, and will be set in USD going forward. His 2025 discretionary annual cash bonus opportunity increases to 200% of Total Salary at target and 400% at maximum, while the 2024 opportunity is unchanged at 190% target and 285% maximum with no share deferral.
Jackson became eligible for Flutter's discretionary long-term incentive plan and received on August 19, 2024 a grant of restricted share units with a grant date fair value equal to 200%b of Total Salary, plus performance share units with a grant date fair value equal to 600% of Total Salary at target and 1,200% at maximum. The RSUs vest in three equal annual installments and the PSUs cliff vest after three years subject to performance targets. Cash in lieu of pension contributions falls from 9% to 5% of Total Salary, his shareholding requirement rises from 500% to 600% of Total Salary, and Flutter will no longer provide tax equalization payments, although it will pay for reasonable personal tax return support.
The filing also furnishes two UK Regulatory News Service announcements dated August 20, 2024. The first covers Jackson's equity grant of 13,432 RSUs and 40,297 PSUs. The second covers equity grants of 823 to 1,304 RSUs to each of nine non-executive directors, which vest on the earlier of the one-year anniversary of grant and the day before the next regular annual meeting.
02—Key points
Key Highlights
- CEO Peter Jackson's Total Salary decreases to $1,390,000, an approximate 13.5% decrease based on current foreign exchange rates, and will be set in USD going forward.
- Jackson's 2025 discretionary annual cash bonus opportunity increases to 200% of Total Salary at target and 400% at maximum; the 2024 opportunity is unchanged at 190% target and 285% maximum.
- Jackson received on August 19, 2024 RSUs with a grant date fair value of 200% of Total Salary and PSUs with a grant date fair value of 600% of Total Salary at target and 1,200% at maximum.
- Cash in lieu of pension contributions is reduced from 9% to 5% of Total Salary, and the shareholding requirement increases from 500% to 600% of Total Salary.
- Flutter will no longer provide tax equalization payments; Jackson bears his own worldwide taxes, though Flutter will pay for reasonable personal tax return support.
- The amendments followed Flutter's primary US listing and the relocation of its operational headquarters to the US.
- Equity grants of 823 to 1,304 RSUs were made to nine non-executive directors on August 19, 2024, vesting on the earlier of the one-year anniversary and the day before the next regular annual meeting.
03—Questions
Frequently Asked Questions
Why was Peter Jackson's employment contract amended?
The filing states the amendments were made following Flutter's primary US listing and the relocation of its operational headquarters to the US.
How is Peter Jackson's compensation changing?
His Total Salary decreases to $1,390,000, set in USD going forward, and his 2025 target bonus rises to 200% of salary. He also receives annual RSU and PSU grants, while pension cash in lieu falls from 9% to 5% of salary.
What long-term incentives did the CEO receive?
On August 19, 2024 he received RSUs with a grant date fair value of 200% of Total Salary, vesting in three equal annual installments, and PSUs with a grant date fair value of 600% of Total Salary at target and 1,200% at maximum, which cliff vest after three years subject to performance targets.
Are the non-executive director equity grants material?
The filing discloses RSU grants of 823 shares to most non-executive directors and 1,304 to the Chair, John Bryant, all with a US$0.00 price. They vest on the earlier of the one-year anniversary of grant and the day before the next regular annual meeting.
How were these disclosures made public?
The equity grants were announced on August 20, 2024 through the UK Regulatory News Service, in compliance with the UK Financial Conduct Authority's Disclosure Guidance and Transparency Rules, and are furnished as Exhibits 99.1 and 99.2.
04—Continue