DEF 14A of Atlanta Braves Holdings, Inc., Apr 24, 2025

DEF 14A of Atlanta Braves Holdings, Inc.

Filed Apr 24, 2025 · FY20240001104659-25-038673

Open on EDGAR

  1. OUR DIRECTOR NOMINEES

    OUR DIRECTOR NOMINEES

  2. OUR DIRECTOR NOMINEES

    | | TERENCE F. MCGUIRK | | | | Director Since: 2023 | Committee: None | | | Chairman | | | | As Chairman, President and Chief Executive Officer of the Company, Mr. McGuirk maintains executive oversight over all aspects of the Braves franchise and The Battery Atlanta. His in-depth experience with the Braves franchise, involvement with MLB and prior experience in the broadcasting sector provides the Company and our Board with valuable insight. | |

  3. OUR DIRECTOR NOMINEES

    | | DIANA M. MURPHY | | | | Director Since: 2023 | Committee(s): Nominating and Corporate Governance (Chair), Audit, Compensation | | | Independent Director | | | | Ms. Murphy brings to our Board extensive experience in leadership roles on boards of publicly traded, private and non-profit organizations. Her business acumen and expertise in strategic planning, management development and risk management add important perspective and experience to our Board. | |

  4. NOMINEES FOR ELECTION AS DIRECTORS

    NOMINEES FOR ELECTION AS DIRECTORS

  5. NOMINEES FOR ELECTION AS DIRECTORS

    | | Terence F. McGuirk | Chairman Director Since: July 2023 Age: 73 Committees: None |

  6. NOMINEES FOR ELECTION AS DIRECTORS

    As Chairman, President and Chief Executive Officer of the Company, Mr. McGuirk maintains executive oversight over all aspects of the Braves franchise and The Battery Atlanta. His in-depth experience with the Braves franchise, involvement with MLB and prior experience in the broadcasting sector provide the Company and our Board with valuable insight.

  7. NOMINEES FOR ELECTION AS DIRECTORS

    | Professional Background: • Chairman of the Braves since 2007 • Chairman and Chief Executive Officer of the Braves since 2014 • Chairman of Braves Development Company since 2014 • Chairman, President and Chief Executive Officer of Turner Broadcasting System, Inc. (“TBS”) from 1996 until 2001 • Vice Chairman of TBS and Chief Executive Officer of the TBS-owned Atlanta sports teams, including the Braves, the National Basketball Association Hawks and the National Hockey League Thrashers from March 2001 until December 2003 • Ex officio member of the MLB Executive Council, Chairman of the MLB Committee on Economic Reform and member of MLB’s Ownership Committee and Finance and Compensation Committee | Other Public Company Directorships: None Former Public Company Directorships: • Havertys Furniture Company (2001 – 2016) |

  8. NOMINEES FOR ELECTION AS DIRECTORS

    | | Diana M. Murphy | Independent Director Director Since: July 2023 Age: 68 Committees: Nominating and Corporate Governance (Chair), Audit, Compensation |

  9. NOMINEES FOR ELECTION AS DIRECTORS

    Ms. Murphy brings to our Board extensive experience in leadership roles on boards of publicly traded, private and non-profit organizations. Her business acumen and expertise in strategic planning, management development and risk management add important perspective and experience to our Board.

  10. NOMINEES FOR ELECTION AS DIRECTORS

    | Professional Background: • Managing Director of Rocksolid Holdings, LLC since 2007 • Previously held various management positions at Tribune Media Company from 1979 until 1992, including as Senior Vice President, and at The Baltimore Sun Company from 1992 to 1995 • Managing Director of Chartwell Capital Management, Inc. from 1997 until 2007 • Managing Director of the Georgia Research Alliance Venture Fund from 2012 until 2016 • President of the United States Golf Association from 2016 until 2018 | Other Public Company Directorships: • Non-Executive Chairman of Landstar System, Inc. (1998 – present) • Director of Synovus Financial Corp. (2017 – present) • Director of American International Group, Inc. (March 2023 – present) Former Public Company Directorships: • Director of CTS Corporation from (2010 – 2020) |

  11. DIRECTOR WHOSE TERM EXPIRES IN 2026

    DIRECTOR WHOSE TERM EXPIRES IN 2026

  12. DIRECTOR WHOSE TERM EXPIRES IN 2026

    | | Wonya Y. Lucas | Independent Director Director Since: July 2023 Age: 63 Committees: Compensation (Chair), Audit, Nominating and Corporate Governance |

  13. DIRECTOR WHOSE TERM EXPIRES IN 2026

    Ms. Lucas brings to our Board significant experience in the broadcasting industry, having an extensive background in programming, content development and brand management. Her professional expertise, combined with her continued involvement in the media and entertainment industry, makes her a valuable member of our Board.

  14. DIRECTOR WHOSE TERM EXPIRES IN 2026

    | Professional Background: • President and Chief Executive Officer of Hallmark Media (formerly Crown Media Holding) from July 2020 until December 2023 • President and Chief Executive Officer of Public Broadcasting Atlanta from April 2015 until August 2020 • President of Lucas Strategic Consultants LLC from 2013 until 2015 • President and Chief Executive Officer of TV One from 2011 until 2013 • Executive Vice President and Chief Operating Officer, Discovery Channel and Science Channel, of Discovery Communications, Inc. from 2010 until 2011 • Executive Vice President and Global Chief Marketing Officer of Discovery Communications, Inc. from 2008 until 2010 • Executive Vice President, General Manager of The Weather Channel Companies from 2004 until 2008 • Executive Vice President, Strategic Marketing of The Weather Channel Companies from 2002 until 2004 • TBS from 1994 until 2002, where she served in a variety of marketing and strategy roles • Vice Chair of National Public Radio from May 2017 until August 2020 | Other Public Company Directorships: • Comcast Corporation (2024 – present) Former Public Company Directorships: • E.W. Scripps Company (2019 – 2022) • J.C. Penney Company, Inc. from (2017 – 2020) |

  15. DIRECTOR WHOSE TERM EXPIRES IN 2027

    DIRECTOR WHOSE TERM EXPIRES IN 2027

  16. DIRECTOR WHOSE TERM EXPIRES IN 2027

    | | Brian M. Deevy | Independent Director Director Since: July 2023 Age: 69 Committees: Audit (Chair), Compensation, Nominating and Corporate Governance |

  17. DIRECTOR WHOSE TERM EXPIRES IN 2027

    Mr. Deevy brings to our Board in-depth knowledge of the communications, media and entertainment industries. He has an extensive background in mergers and acquisitions, investment banking and capital formation and provides strategic insights with respect to the Company’s activities in these areas.

  18. DIRECTOR WHOSE TERM EXPIRES IN 2027

    | Professional Background: • Head of Royal Bank of Canada (“RBC”) Capital Markets’ Communications, Media & Entertainment (“CME”) Group until June 2015 • Responsible for strategic development of the RBC CME Group’s business (including mergers & acquisitions, private equity and debt capital formation and financial advisory engagements) • Chairman and Chief Executive Officer of Daniels & Associates (investment banking firm that provided financial advisory services to the communications industry until it was acquired by RBC in 2007) • Prior to joining Daniels & Associates, RBC Daniels’ predecessor, was with Continental Illinois National Bank • Director of the Daniels Fund (2003 – present) • Director of the U.S. Olympic and Paralympic Foundation (2016 – 2024) | Other Public Company Directorships: • Liberty Media (2015 – present) Former Public Company Directorships: • Trine II Acquisition Corp. (2021 – 2023) • Ascent Capital Group, Inc. (2013 – 2016) • Ticketmaster Entertainment, Inc. (2008 – 2010) |

  19. COMPENSATION DISCUSSION AND ANALYSIS

    | | WHAT WE DO | | WHAT WE DO NOT DO | | • Performance targets for our executives support the long-term growth of the Company. • We have a clawback policy and clawback provisions for incentive-based compensation. • We have stock ownership guidelines for our executive officers. | | • Our compensation practices are designed not to encourage excessive risk taking. • We do not provide tax gross-up payments in connection with taxable income from perquisites. • We do not issue equity awards close in time to the disclosure of quarterly earnings. | |

  20. Legacy Compensation Program and Executive Employment Agreements

    Legacy Compensation Program and Executive Employment Agreements Prior to the Split-Off, our employees participated in the compensation and benefit programs designed primarily by Liberty Media. The Compensation Committee was not constituted until July 2023, and the compensation decisions regarding Braves’ executive officers were generally made by the Liberty Compensation Committee with respect to Mr. McGuirk, and by Mr. McGuirk for other Braves’ executive officers. Therefore, except as otherwise indicated, the below Compensation Discussion and Analysis describes the compensation practices for our executive officers that were implemented prior to the Split-Off (the “Legacy Program”). Since the Split-Off, our executive compensation program, policies, and practices for our executive officers have been subject to the review and approval of the Compensation Committee, but components of the Legacy Program continued through 2024. The Legacy Program for our executive officers (other than Mr. McGuirk) consisted primarily of executive employment agreements (referred to herein as the “Executive Employment Agreements”). The Legacy Program, as governed by the Executive Employment Agreements for our executive officers other than Mr. McGuirk consisted primarily of base salary, annual incentive awards, equity incentive awards and other benefits, each of which is described in greater detail below.

  21. ENGAGEMENT OF COMPENSATION CONSULTANT

    ENGAGEMENT OF COMPENSATION CONSULTANT The Compensation Committee has the sole authority to retain, obtain the advice of, and terminate, any compensation consultant, independent legal counsel, or other advisors to assist the Compensation Committee in the discharge of its duties and responsibilities, including the evaluation of director and executive compensation. While none of the components of the executive compensation program in effect during 2024 (including the Legacy Program) were guided by a compensation consultant, the Compensation Committee did engage independent legal counsel (Alston & Bird LLP) and a compensation consultant (Willis Towers Watson US LLC) to provide feedback on the Company’s current compensation practices. As the Company continues to evolve as a new publicly-traded company, we anticipate that the feedback provided to the Compensation Committee by compensation consultants will guide future decision-making on executive compensation program design.

  22. ELEMENTS OF 2024 EXECUTIVE COMPENSATION

    ELEMENTS OF 2024 EXECUTIVE COMPENSATION For 2024, the principal components of compensation for Mr. McGuirk were base salary, a portion of the bi-annual bonus, an annual RSU award and certain other benefits, generally provided in Mr. McGuirk’s compensation arrangement approved by the Liberty Compensation Committee in 2023. Similarly, the principal components of compensation for Messrs. Schiller, Plant and Heller and Ms. Robinson were base salary, annual incentive bonuses, equity incentive compensation and certain other benefits, generally provided in their Executive Employment Agreements. The principal components of compensation for our former executive officers, Messrs. Maffei and Wendling, were base salary, bonus awards, equity incentive compensation and certain other benefits. Each element of executive compensation is described below in more detail.

  23. BONUS AWARDS

    BONUS AWARDS

  24. Current NEOs

    Current NEOs Mr. McGuirk’s compensation arrangement provides that Mr. McGuirk will be paid a bi-annual bonus. Mr. McGuirk’s next bi-annual bonus was scheduled to be paid in May 2025 (subject to his continued employment through such date) and was to equal $4,000,000. The Compensation Committee elected to accelerate half of Mr. McGuirk’s 2025 bi-annual bonus payment with Mr. McGuirk receiving $2,000,000 in December 2024. The remaining $2,000,000 of Mr. McGuirk’s 2025 bi-annual bonus payment will be paid in May 2025 (subject to his continued employment through such date).

  25. ANNUAL INCENTIVE BONUSES

    ANNUAL INCENTIVE BONUSES

  26. Current NEOs

    Current NEOs For our Current NEOs, their annual incentive bonuses were designed as part of the Legacy Program. The Legacy Program’s annual incentive bonuses were designed to focus our Current NEOs on achieving superior performance against business objectives and results and, in addition, reward them for the achievement of specific individual performance and/or other goals which the Compensation Committee (including recommendations from Mr. McGuirk) subjectively determines based on their assessment of the executive’s performance during the year. The Legacy Program’s annual incentive bonuses were designed to link executive compensation directly to financial performance as well as individual executive performance during the applicable fiscal year. By conditioning a significant portion of our Current NEOs’ potential total cash compensation on the executive’s achievement of predetermined metrics and goals, we reinforce our focus on creating a strong pay-for-performance culture. For 2024, all of our Current NEOs (other than Mr. McGuirk) were eligible to receive annual incentive bonuses based on the achievement of Braves Holdings(4) financial performance metrics and targets approved by the Board as part of their annual Company budget approval process. The annual incentive bonuses for Messrs. Schiller, Plant and Heller and Ms. Robinson were governed by the Legacy Program and the Executive Employment Agreements. The Executive Employment Agreements specify each Current NEO’s eligible annual bonus opportunity amount. The following table shows the 2024 annual incentive bonus target amount for each Current NEO, as specified in each Current NEO’s Executive Employment Agreement:

  27. Current NEOs

    | Name | 2024 Annual Incentive Bonus Target Amount | Bonus Target Amount as % of Base Salary | | Derek G. Schiller | $1,080,000 | 54% | | Michael P. Plant | $600,000 | 50% | | Gregory J. Heller | $400,000 | 50% | | Jill L. Robinson | $400,000 | 50% |

  28. Current NEOs

    The following table shows the weighting of the 2024 performance metrics for each Current NEO, expressed as a percentage of each Current NEO’s 2024 total annual incentive bonus opportunity.

  29. Financial Performance Component

    Financial Performance Component The financial performance component of the annual incentive bonus included both a “Revenue” metric and an “Adjusted OIBDA”(5) metric that were based on financial performance related to the Braves Holdings, not the Company as a whole. The target amounts for both of these metrics were in line with the Board-approved 2024 budget of the Company, with potential payouts ranging from 50% to 150% of target for each metric. The “Revenue” and “Adjusted OIBDA” targets established by the Compensation Committee were an increase over the previous year’s results and were intended to motivate our (4) The Legacy Program measured financial performance of Braves Holdings, not the Company’s financial performance as a whole. This is due to the Current NEOs historically being evaluated on Braves Holdings performance prior the Services Transition. Braves Holdings consists of the following reportable segments as disclosed in our 2024 Form 10-K, which was filed on March 3, 2025 with the SEC: “Baseball” and “Mixed-Use Development.” The “Corporate and Other” reportable segment is not included in Braves Holdings. For a reconciliation of Braves Holdings Adjusted OIBDA to operating income (loss), see Appendix A to this Proxy Statement. Current NEOs to achieve strong financial performance. A bonus sliding scale was used for percentage payouts, with a higher payout resulting from stronger financial performance results for each metric. The following table shows the targets, maximum and actual performance levels, along with the payout multiple of target incentive opportunity, for the “Revenue” metric of the annual incentive bonus opportunities for our Current NEOs:

  30. Financial Performance Component

    | Braves Holdings Revenue | Level of Achievement | Level of Achievement % | Payout as % of Bonus Target Opportunity | | Level 1 Target | $609.2 million | 90% | 100% | | Level II Target | $676.9 million | 100% | 125% | | Maximum | $744.6 million | 110% | 150% | | Actual | $662.8 million | 98% | 120% |

  31. Financial Performance Component

    The following table shows the target, maximum and actual performance levels, along with the payout multiple of target incentive opportunity, for the “Adjusted OIBDA” metric of the annual incentive bonus opportunities for our Current NEOs:

  32. Financial Performance Component

    | Braves Holdings Adjusted OIBDA | Level of Achievement | Level of Achievement % | Payout as % of Target Opportunity | | Target | $71.7 million | 100% | 100% | | Maximum | $78.9 million | 110% | 150% | | Actual | $60.6 million(6) | 84% | 50% |

  33. Financial Performance Component

    At its February 2025 meeting, the Compensation Committee evaluated the Braves Holdings “Revenue” and “Adjusted OIBDA” metrics for 2024 against the predetermined targets for purposes of calculating the financial performance component payout of the annual incentive bonuses for our Current NEOs. As a result of 2024 Braves Holdings’ financial performance, the Compensation Committee approved a 120% payout for the “Revenue” metric and a 50% payout, as contemplated by the bonus sliding scale, for the “Adjusted OIBDA” metric of the financial performance component of the annual incentive bonus. This resulted in an approximate blended 85% payout for the financial performance component of the annual incentive bonus for our Current NEOs.

  34. Personal Goal Attainment Component

    Personal Goal Attainment Component For the 2024 Fiscal Year, the annual incentive bonuses also included a performance component that measured achievement against relevant personal, strategic goals specified for each Current NEO. At the beginning of the year, numerous specific goals aligned with the Company’s broad strategic initiatives were established for each Current NEO. The personal goal attainment component for Current NEO payouts was calculated based on the extent to which each Current NEO’s personal goals were achieved during the year. In 2024, the Current NEOs’ personal goals focused on numerous core strategies aimed at achieving the shared goal of achieving on and off the field success. To determine the level of achievement of the Current NEOs’ individual strategic performance criteria, Mr. McGuirk evaluated the performance of each Current NEO based on their individual strategic performance measures and made a recommendation to the Compensation Committee regarding each Current NEO’s level of achievement. After evaluating each Current NEO’s performance against their individual performance goals, the Compensation Committee determined that each Current NEO would receive a 100% payout for the personal goal attainment component of their 2024 annual incentive bonus.

  35. 2024 Annual Incentive Bonus Payout

    2024 Annual Incentive Bonus Payout Achievement of the financial performance, personal goal attainment and the qualitative discretionary performance components, taken together, resulted in annual incentive bonus payouts for 2024, as shown in the table below:

  36. 2024 Annual Incentive Bonus Payout

    | Name | Target Bonus | Payout as % of Target(1) | Total Bonus | | Derek G. Schiller | $1,080,000 | 98% | $1,058,400 | | Michael P. Plant | $600,000 | 98% | $588,000 | | Gregory J. Heller | $400,000 | 98% | $392,000 | | Jill L. Robinson | $400,000 | 98% | $392,000 |

  37. 2024 Annual Incentive Bonus Payout

    (1) The total payout as a percentage of target is based on an 85% level of achievement for the financial performance component, a 100% level of achievement for the personal goal attainment component and a 150% level of achievement for the qualitative discretionary component of the annual incentive bonus (as described above).

  38. EQUITY INCENTIVE COMPENSATION

    EQUITY INCENTIVE COMPENSATION The Atlanta Braves Holdings, Inc. 2023 Omnibus Incentive Plan (the “2023 Incentive Plan”) provides for the grant of equity incentive awards (in the form of stock options, restricted shares, RSUs, stock appreciation rights (“SARs”) and performance awards). Subject to share availability considerations, our Compensation Committee has historically preferred granting stock options and awards of restricted stock or RSUs (as compared with other types of available awards under the 2023 Incentive Plan) based on the belief that they better promote the retention of key employees through the continuing, long-term nature of an equity investment. It is the policy of our Compensation Committee that stock options be awarded with an exercise price equal to fair market value on the date of grant. The Compensation Committee will continue to review and adjust the annual award mix to serve stockholders’ best interests through sustained long-term financial and stock price performance. The annual grant of equity incentive awards to our NEOs has historically been made at the last regularly scheduled Compensation Committee meeting of the calendar year (typically held in December) subject to any change at the discretion of the Compensation Committee. In addition, the Compensation Committee may, from time to time, provide an equity award to one or more of our NEOs to retain and reward key talent or to reflect increased responsibilities. The Compensation Committee may also review and approve equity awards for employee promotions and new hires. We monitor and periodically review our equity grant policies to ensure compliance with plan rules and applicable law. We do not have a program, plan or practice to time our equity grants in coordination with the release of material, non-public information.

  39. Current NEOs

    | Name | Number of RSUs Awarded(1) | Target Fair Value for 2024 Awards(2) | | Terence F. McGuirk | 27,000 | $1,080,000 | | Derek G. Schiller | 18,750 | $750,000 | | Michael P. Plant | 20,000 | $800,000 | | Gregory J. Heller | 13,750 | $550,000 | | Jill L. Robinson | 13,750 | $550,000 |

  40. Current NEOs

    The number of RSUs approved by the Compensation Committee for each Current NEO was based on the closing price of $40.00 for BATRK on December 4, 2024. In December 2023, the Compensation Committee elected to grant 50% of the 2024, 2025 and 2026 annual equity awards provided for in the Executive Employment Agreements for each Current NEO. The December 2023 grants were in the form of stock options and RSUs and were equal to 50% of three years of the annual equity awards provided for in the respective Executive Employment Agreement. For more information on these grants, see “—Outstanding Equity Awards at 2024 Fiscal Year-End” below. The fair value amounts in this column reflect the remaining 50% balance of the annual equity award amounts set forth in each Current NEO’s Executive Employment Agreement that were granted in December 2024.

  41. Former Executives

    Former Executives The 2019 Maffei Employment Agreement provides Mr. Maffei with the opportunity to earn annual equity awards during the employment term. See “—Executive Compensation Arrangements—Gregory B. Maffei—Annual Awards” for additional information about the annual awards provided under the 2019 Maffei Employment Agreement. When structuring the 2019 Maffei Employment Agreement, to further align Mr. Maffei’s interests with those of the other stockholders, the Liberty Compensation Committee structured his annual equity award grants as either option awards or performance-based restricted stock units (“Performance RSUs”) with meaningful payout metrics determined annually. This structure was designed to provide for alignment of interests with the Company’s stockholders and flexibility to the Liberty Compensation Committee to incent achievement of strategic objectives that may change or evolve over the term of the agreement. The 2019 Maffei Employment Agreement provided that Mr. Maffei was entitled to receive from Liberty Media and the Service Companies in 2024 a combined target equity award value of $17.5 million comprised of time-vested stock options, Performance RSUs or a combination of award types, at Mr. Maffei’s election. The portion of Mr. Maffei’s target equity award value allocated to the Company was 8% or $1.36 million. Mr. Maffei elected to receive 100% Performance RSUs in lieu of stock options for 2024. At its March 2024 meeting, the Compensation Committee granted 35,044 Performance RSUs with respect to BATRK to Mr. Maffei (the “2024 Maffei Performance RSUs”) in satisfaction of the Company’s obligations under the 2019 Maffei Employment Agreement for a portion of Mr. Maffei’s aggregate annual equity award value for 2024. Mr. Maffei would have the opportunity to earn between 0% and 150% of the 2024 Maffei Performance RSUs upon certification of the satisfaction of discretionary performance objectives established by the Compensation Committee, including the financial performance of the Company, personal performance of Mr. Maffei based on his individual performance against the goals established in connection with the performance cash bonus program and general observation of his leadership and executive performance. Additionally, at its March 2024 meeting, the Compensation Committee granted 2,130 Performance RSUs with respect to BATRK to Mr. Wendling (the “2024 Wendling Performance RSUs”). Mr. Wendling would have the opportunity to earn the 2024 Wendling Performance RSUs upon certification of the satisfaction of discretionary performance objectives established by the Company’s chief executive officer, including the financial performance of the Company, personal performance of Mr. Wendling based on his individual performance against the goals established in connection with the performance cash bonus program and general observation of his leadership and executive performance. In connection with the Services Transition, our Compensation Committee elected to vest 100% of the target amount of 2024 Maffei Performance RSUs and 100% of the target amount of 2024 Wendling Performance RSUs, which vestings occurred in August 2024.

  42. Former Executives

    Former Executives The perquisites and other personal benefits that were available to our former executives (that were not otherwise available to all of our salaried employees) consisted of: • limited personal use of Liberty Media’s corporate aircraft (pursuant to aircraft time sharing agreements between the Company and Liberty Media); and • occasional, personal use of Liberty Media’s apartment in New York City (pursuant to a sharing arrangement between the Company and Liberty Media), which is primarily used for business purposes. Aircraft Usage. On occasion, and with appropriate approvals, former executives may have family members and other guests accompany them on Liberty Media’s corporate aircraft when traveling on business. Our current executives did not travel on or use Liberty Media’s corporate aircraft. Pursuant to a February 5, 2013 letter agreement between Liberty Media and Mr. Maffei, Mr. Maffei is entitled to 120 hours per year of personal flight time through the first to occur of (i) the termination of his employment with Liberty Media, subject to any continued right to use the corporate aircraft as described below or pursuant to the terms of his employment arrangement in effect at the time of the termination or (ii) the cessation of ownership or lease of corporate aircraft. During 2023, pursuant to November 11, 2015 and December 13, 2019 letter agreements between Liberty Media and Mr. Maffei, Mr. Maffei was entitled to 50 additional hours per year of personal flight time if he reimbursed Liberty Media for such usage through the first to occur of (i) the termination of his employment with Liberty Media or (ii) the cessation of ownership or lease of corporate aircraft. If Mr. Maffei’s employment is terminated due to disability, for “Good Reason” or without cause, Mr. Maffei would be entitled to continued use of the corporate aircraft for 12 months after termination of his employment. Mr. Maffei incurs taxable income, calculated in accordance with the Standard Industry Fare Level (“SIFL”) rates, for all personal use of the corporate aircraft under the February 5, 2013 letter agreement. Mr. Maffei incurs taxable income at the SIFL rates minus amounts paid under time sharing agreements with Liberty Media for travel. Flights where there are no passengers on Company-owned aircraft are not charged against the 120 hours of personal flight time per year allotted to Mr. Maffei if the flight department determines that the use of a NetJets, Inc. supplied aircraft for a proposed personal flight would be disadvantageous to the Company due to (i) use of budgeted hours under the then current Liberty Media fractional ownership contract with NetJets, Inc. or (ii) higher flight costs as compared to the cost of using Company-owned aircraft. Mr. Maffei’s entitlement to personal flight time that would be allocated to our Company ended on August 31, 2024, in connection with Mr. Maffei stepping down as CEO of our Company. For disclosure purposes, Liberty Media determines the aggregate incremental cost to Liberty Media of the executives’ personal flights by using a method that takes into account all operating costs related to such flights, including: • landing and parking expenses; • crew travel expenses; • supplies and catering; • aircraft fuel and oil expenses per hour of flight; • aircraft maintenance and upkeep; • any customs, foreign permit and similar fees; and • passenger ground transportation. Because Liberty Media’s aircraft is used primarily for business travel, this methodology excludes fixed costs that do not change based on usage, such as salaries of pilots and crew, and purchase or lease costs of aircraft. Pursuant to the Services Agreement, the Company pays Liberty Media for any costs, calculated in accordance with Part 91 of the Federal Aviation Regulations, associated with Mr. Maffei’s use of Liberty Media’s corporate aircraft for the Company’s business matters along with the approved personal use of Liberty Media’s corporate aircraft that are allocable to the Company under the Services Agreement. Pursuant to aircraft time sharing agreements between Liberty Media and Mr. Maffei, Mr. Maffei was responsible for reimbursing Liberty Media for costs associated with his 50 additional hours per year of personal flight time and such costs include the expenses listed above, insurance obtained for the specific flight and an additional charge equal to 100% of the aircraft fuel and oil expenses for the specific flight. For purposes of determining an executive’s taxable income, personal use of Liberty Media’s aircraft is valued using a method based on SIFL rates, as published by the Treasury Department. The amount determined using the SIFL rates is typically lower than the amount determined using the incremental cost method. Under the American Jobs Creation Act of 2004, the amount that may be deducted for U.S. federal income tax purposes for a purely personal flight is limited to the amount included in the taxable income of the executives who took the flight. Also, the deductibility of any non-business use will be limited by Section 162(m) of the Code to the extent that the NEO’s compensation that is subject to that limitation exceeds $1 million. See “—Tax and Accounting Considerations” below.

  43. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  44. SUMMARY COMPENSATION TABLE

    | Name and Principal Position (as of 12/31/24) | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | Current NEOs | | | | | | | | | | | Terence F. McGuirk Chairman of the Board, President and Chief Executive Officer | 2024 | 1,050,000 | 2,000,000 | 1,080,000 | – | – | 118,356 | 67,430 | 4,315,786 | | | 2023 | 1,050,000 | 3,000,000 | 2,816,577 | 1,690,728 | – | 154,850 | 46,342 | 8,758,497 | | Derek G. Schiller Executive Vice President, Business | 2024 | 2,000,000 | – | 750,000 | – | 1,058,400 | 35,492 | 66,394 | 3,910,286 | | Michael P. Plant Executive Vice President, Development | 2024 | 1,200,000 | – | 800,000 | – | 588,000 | 69,591 | 69,820 | 2,727,411 | | Gregory J. Heller Executive Vice President, Chief Legal Officer and Secretary | 2024 | 800,000 | – | 550,000 | – | 392,000 | 29,548 | 45,464 | 1,817,012 | | Jill L. Robinson Executive Vice President, Chief Financial Officer and Treasurer | 2024 | 800,000 | – | 550,000 | – | 392,000 | 41,018 | 52,964 | 1,835,982 | | Former Executives | | | | | | | | | | | Gregory B. Maffei Former Chairman of the Board, President and Chief Executive Officer | 2024 | 220,000 | 1,360,000 | 1,351,998 | – | – | – | 60,248 | 2,992,246 | | | 2023 | 210,000 | – | – | – | 1,939,700 | – | 46,635 | 2,196,335 | | Brian J. Wendling Former Principal Financial Officer and Chief Accounting Officer | 2024 | – | 107,580 | 82,175 | – | – | – | – | 189,755 | | | 2023 | – | – | 139,539 | 139,603 | 70,854 | – | – | 349,996 |

  45. SUMMARY COMPENSATION TABLE

    (1) For Mr. Maffei, represents only that portion of his base salary allocated to the Company. (2) For Mr. McGuirk, reflects a portion of the 2025 bi-annual bonus paid to Mr. McGuirk in December 2024 and the 2023 bi-annual bonus paid to Mr. McGuirk in May 2023, in accordance with Mr. McGuirk’s compensation arrangement. For Messrs. Maffei and Wendling, reflects the payments of the Maffei Bonus and the Wendling Bonus to Mr. Wendling in connection with the Services Transition. See “—Compensation Discussion and Analysis—Bonus Awards.” (3) Reflects the grant date fair value of RSUs granted to the NEO in the applicable year. The grant date fair value of these awards has been computed in accordance with FASB ASC Topic 718, but (pursuant to SEC regulations) without reduction for estimated forfeitures. For a description of the assumptions applied in these calculations, see Note 11 to our consolidated financial statements for the 2024 Fiscal Year (which are included in our 2024 Form 10-K). For the 2024 Performance RSUs granted to each of Messrs. Maffei and Wendling, the grant date fair value is calculated using the target number of 2024 Performance RSUs awarded, which was the assumed probable outcome as of the grant date. As discussed earlier in this Proxy Statement, the vesting of the 2024 Performance RSUs and the service-based RSUs held by each of Messrs. Maffei and Wendling was accelerated to August 2024, in connection with the Services Transition and, specifically with respect to the acceleration and vesting of the 2024 Performance RSUs, such 2024 Performance RSUs were deemed satisfied at 100% of “target.” See “—Compensation Discussion and Analysis— Equity Incentive Compensation.” (4) Reflects the grant date fair values of options granted to the NEO in the applicable year, computed in accordance with FASB ASC Topic 718, but (pursuant to SEC regulations) without reduction for estimated forfeitures. For a description of the assumptions applied in these calculations, see Note 11 to our consolidated financial statements for the 2024 Fiscal Year (which are included in our 2024 Form 10-K). (5) Includes annual incentive bonuses earned with respect to the 2024 and 2023 fiscal years. For more detail, see above under “—Compensation Discussion and Analysis—Annual Incentive Bonuses.” Reflects change in the Non-Uniformed Personnel Pension Plan value as used for accounting purposes according to U.S. generally accepted accounting principles (“GAAP”). For more detail, see below under “—2024 Pension Benefits.” Includes the following amounts, which, in the case of Messrs. Maffei and Wendling were allocated to the Company:

  46. SUMMARY COMPENSATION TABLE

    | | Current NEOs | | | | | Former Executives | | | | Mr. McGuirk | Mr. Schiller | Mr. Plant | Mr. Heller | Ms. Robinson | Mr. Maffei | Mr. Wendling | | Compensation related to personal use of corporate aircraft(a) | – | – | – | – | – | 56,210 | – | | Life insurance premiums | 9,888 | 2,622 | 14,478 | 2,622 | 2,622 | 602 | – | | Matching 401(k) contributions(b) | 30,500 | 30,500 | 30,500 | 23,000 | 30,500 | 2,760 | – | | Travel expenses(c) | – | 7,230 | – | – | – | 676 | – | | Club dues | – | 5,000 | 5,000 | – | – | – | – | | Auto allowance / Lease | 27,042 | 21,042 | 19,842 | 19,842 | 19,842 | – | – |

  47. SUMMARY COMPENSATION TABLE

    (a) In the case of Mr. Maffei, calculated based on aggregate incremental cost of such usage allocated to the Company. On occasion, Mr. McGuirk has had family members and other guests accompany him on the Company’s leased aircraft when traveling on business at nominal or no incremental cost to the Company. For more information, see “—Perquisites—Former Executives.” (b) Current NEOs participate in the Atlanta Braves 401(k) Plan. For more information, see “—Compensation Discussion and Analysis—Other Benefits—Defined Contribution Plans.” (c) For Current NEOs, family and/or associates occasionally travel alongside an executive resulting in additional expenses. For Mr. Maffei, represents personal use of a Liberty Media-owned apartment in New York City which is primarily used for business purposes.

  48. 2024 GRANTS OF PLAN-BASED AWARDS

    2024 GRANTS OF PLAN-BASED AWARDS The table below presents information regarding awards granted during the 2024 Fiscal Year to each NEO under the Company’s plans, including estimated possible and future payouts under non-equity incentive plan awards and equity incentive plan awards of RSUs and Performance RSUs.

  49. 2024 GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards(4) | | | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | Current NEOs | | | | | | | | | | | | | Terence F. McGuirk | | | | | | | | | | | | | | 12/4/2024 | | | | | | | 27,000 | | | $1,080,000 | | Derek G. Schiller | – | | $1,080,000 | | | | | | | | | | | 12/4/2024 | | | | | | | 18,750 | | | $750,000 | | Michael P. Plant | – | | $600,000 | | | | | | | | | | | 12/4/2024 | | | | | | | 20,000 | | | $800,000 | | Gregory J. Heller | – | | $400,000 | | | | | | | | | | | 12/4/2024 | | | | | | | 13,750 | | | $550,000 | | Jill L. Robinson | – | | $400,000 | | | | | | | | | | | 12/4/2024 | | | | | | | 13,750 | | | $550,000 | | Former Executives | | | | | | | | | | | | | Gregory B. Maffei | – | | $1,360,000 | $2,720,000 | | | | | | | | | | 3/11/2024 | | | | | 35,044 | 52,566 | | | | $1,351,998 | | Brian J. Wendling | – | | $66,000 | $132,000 | | | | | | | | | | 3/11/2024 | | | | | 2,130 | — | | | | $82,175 |

  50. 2024 GRANTS OF PLAN-BASED AWARDS

    (1) For Current NEOs, reflects the possible payouts with respect to annual incentive awards under the Company’s annual incentive bonus for performance in the 2024 Fiscal Year. Each of the NEOs is assigned a target bonus which is a percentage of the NEO’s base salary as of such fiscal year end. There is no threshold or maximum amount for annual incentive awards. The amounts of annual incentive awards actually paid for performance in the 2024 Fiscal Year are disclosed in the Non-Equity Incentive Plan Compensation columns and related footnotes thereto of the Summary Compensation Table above. For more information regarding the terms of these annual incentive awards, please see “Compensation Discussion & Analysis—Elements of Our Compensation Program—Annual Incentive Bonus.” For Former Executives, reflects the possible payouts with respect to the 2024 performance-based cash bonus program for the Company’s then-current executive officers, including Messrs. Maffei and Wendling. For more information regarding the terms of the 2024 performance-based cash bonus program, please see “Compensation Discussion & Analysis—Elements of Our Compensation Program—Bonus Awards—Former Executives.” (2) Includes the Performance RSUs granted to Former Executives on March 11, 2024. For more information regarding the Performance RSU grants, please see “—Elements of Our Executive Compensation Program—Equity Incentive Compensation—Former Executives.” The Performance RSUs vested in full on August 29, 2024 in connection with the Services Transition. (3) For Current NEOs, reflects the 2024 annual RSUs granted, which vest on December 4, 2025, subject to the Current NEOs continued employment through such date. Reflects the aggregate grant date fair value. RSUs and Performance RSUs have grant date fair values equal to the fair market value of the underlying stock on the date of grant.

  51. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END The following table contains information regarding unexercised options and unvested RSUs which were outstanding as of December 31, 2024 and held by the NEOs, including their legacy Liberty Media equity awards with respect to Liberty Media’s former Series C Liberty Braves common stock before the Split-Off and converted by the Company into equity awards with respect to our BATRK common stock in connection with the Split-Off.

  52. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | | Option Awards | | | | | Stock Awards | | | Name | Grant Date(1)(2) | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(3) | | Terence F. McGuirk | | | | | | | | | Option Awards | | | | | | | | | BATRK | 12/10/2020 | 380,526 | | $27.18 | 12/10/2027 | | | | BATRK | 12/11/2023 | 38,056 | 76,114 | $37.45 | 12/11/2030 | | | | RSU Awards | | | | | | | | | BATRK | 12/11/2023 | | | | | 30,084 | $1,151,014 | | BATRK | 12/4/2024 | | | | | 27,000 | $1,033,020 | | Derek G. Schiller | | | | | | | | | Option Awards | | | | | | | | | BATRK | 12/10/2020 | 285,395 | | $27.18 | 12/10/2027 | | | | BATRK | 12/11/2023 | 28,190 | 56,380 | $37.45 | 12/11/2030 | | | | RSU Awards | | | | | | | | | BATRK | 12/11/2023 | | | | | 22,284 | $852,586 | | BATRK | 12/4/2024 | | | | | 18,750 | $717,375 | | Michael P. Plant | | | | | | | | | Option Awards | | | | | | | | | BATRK | 12/10/2020 | 285,395 | | $27.18 | 12/10/2027 | | | | BATRK | 12/11/2023 | 28,190 | 56,380 | $37.45 | 12/11/2030 | | | | RSU Awards | | | | | | | | | BATRK | 12/11/2023 | | | | | 22,284 | $852,586 | | BATRK | 12/4/2024 | | | | | 20,000 | $765,200 | | Gregory J. Heller | | | | | | | | | Option Awards | | | | | | | | | BATRK | 12/10/2020 | 190,263 | | $27.18 | 12/10/2027 | | | | BATRK | 12/11/2023 | 19,380 | 38,762 | $37.45 | 12/11/2030 | | | | RSU Awards | | | | | | | | | BATRK | 12/11/2023 | | | | | 15,321 | $586,181 | | BATRK | 12/4/2024 | | | | | 13,750 | $526,075 | | Jill L. Robinson | | | | | | | | | Option Awards | | | | | | | | | BATRK | 12/10/2020 | 190,263 | | $27.18 | 12/10/2027 | | | | BATRK | 12/11/2023 | 19,380 | 38,762 | $37.45 | 12/11/2030 | | | | RSU Awards | | | | | | | | | BATRK | 12/11/2023 | | | | | 15,321 | $586,181 | | BATRK | 12/4/2024 | | | | | 13,750 | $526,075 | | Gregory B. Maffei | | | | | | | | | Option Awards | | | | | | | | | BATRK | 3/6/2019 | 6,908 | | $27.73 | 3/6/2026 | | | | BATRK | 12/15/2019 | 313,342 | | $29.10 | 12/15/2026 | | | | BATRK | 3/11/2020 | 136,528 | | $20.07 | 3/11/2027 | | | | BATRK | 12/10/2020 | 352,224 | | $26.36 | 12/10/2027 | | | | BATRK | 3/9/2022 | 94,859 | | $25.49 | 3/9/2029 | | | | Brian J. Wendling | | | | | | | | | Option Awards | | | | | | | | | BATRK | 12/10/2020 | 13,649 | | $26.36 | 12/10/2027 | | | | BATRK | 12/11/2023 | 9,427 | | $37.45 | 12/11/2030 | | |

  53. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    (1) The option awards and RSU awards granted on December 11, 2023 vest in three equal installments on each of the first through third anniversaries of the date of grant subject to continued employment through the vesting date. (2) The RSU awards granted on December 4, 2024 fully vest on the first anniversary of the date of grant subject to continued employment through the vesting date. Based on the closing price of the Company’s stock on December 31, 2024 ($38.26), the final trading day of the 2024 Fiscal Year.

  54. OPTION EXERCISES AND STOCK VESTED DURING 2024

    OPTION EXERCISES AND STOCK VESTED DURING 2024 The following table sets forth information concerning the exercise of vested options and the vesting of RSUs held by our NEOs, in each case, during 2024.

  55. OPTION EXERCISES AND STOCK VESTED DURING 2024

    | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise | Value realized on exercise | Number of shares acquired on vesting(1) | Value realized on vesting | | Terence F. McGuirk | – | – | 45,125 | $1,795,073 | | Derek G. Schiller | – | – | 33,426 | $1,329,686 | | Michael P. Plant | – | – | 33,426 | $1,329,686 | | Gregory J. Heller | – | – | 22,980 | $914,144 | | Jill L. Robinson | – | – | 22,980 | $914,144 | | Gregory B. Maffei | 194,929 | $2,963,763 | 66,303 | $2,729,352 | | Brian J. Wendling | – | – | 7,356 | $314,518 |

  56. OPTION EXERCISES AND STOCK VESTED DURING 2024

    (1) Includes shares withheld in payment of withholding taxes at election of holder.

  57. 2024 PENSION BENEFITS

    2024 PENSION BENEFITS The following table summarizes certain information for our Current NEOs under the Non-Uniformed Personnel Pension Plan, which is a defined benefit plan, for the 2024 Fiscal Year. Our Former Executives did not participate in the Non-Uniformed Personnel Pension Plan. In October 2020, the Non-Uniformed Personnel Pension Plan was amended to limit future participation. Specifically, employees hired or re-hired on or after October 1, 2020, are not eligible to participate in the Non-Uniformed Personnel Pension Plan. Effective December 31, 2030, the Non-Uniformed Personnel Pension Plan will be permanently frozen to future benefit accruals.

  58. 2024 PENSION BENEFITS

    | Name | Plan Name | Number of Years Credited Services | Present Value of Accumulated Benefit(1)(2) | Payments during Last Fiscal Year | | Terence F. McGuirk | Non-Uniformed Personnel Pension Plan | 18 | $1,024,117 | $90,935 | | Derek G. Schiller | Non-Uniformed Personnel Pension Plan | 18 | $717,336 | – | | Michael P. Plant | Non-Uniformed Personnel Pension Plan | 18 | $1,270,550 | – | | Gregory J. Heller | Non-Uniformed Personnel Pension Plan | 17.58 | $656,482 | – | | Jill L. Robinson | Non-Uniformed Personnel Pension Plan | 5.67 | $241,599 | – |

  59. 2024 PENSION BENEFITS

    (1) The actuarial present value of the accumulated plan benefit is based on the accrued benefit in each plan as of December 31, 2024, using the plan’s benefit formula and actual earnings and service through December 31, 2024. The calculation is based on the same assumptions used for financial reporting purposes under GAAP. The benefits in the “2024 Pension Benefits” table above have been calculated using a normal retirement age of 65 (or current age if later), as defined in the Non-Uniformed Personnel Pension Plan. No “preretirement decrements” have been assumed (i.e., no preretirement death, disability or termination is assumed). (2) Key assumptions used to calculate the defined benefit value as of December 31, 2024 are as follows: (i) discount rate of 5.75%, (ii) Pri-2012 mortality table and MP-2021 to project future mortality improvements. No lump sum option is offered through the Non-Uniformed Personnel Pension Plan, so no lump sum payments were assumed upon retirement. The key provisions of the Non-Uniformed Personnel Pension Plan applicable to our NEOs are as follows: Benefit calculation. 2% of average pensionable earnings for each year of pension service up to 30 years. Average pensionable earnings is the average of an employee’s highest five consecutive plan years of annual earnings, during the ten-year period which ends on the earlier of the participant’s termination date or retirement date. Pension service was frozen for participants who elected to participate in the enhanced defined contribution plan effective December 31, 2020. However, all Current NEOs elected to continue accruing service in the Non-Uniformed Personnel Pension Plan. • Definition of “compensation.” W-2 earnings, including any cafeteria plan deferrals, dependent care assistance deferrals, and any other employee deferrals to a qualified retirement plan, but excluding any reimbursements, fringe benefits, moving expenses, deferred compensation, welfare benefits, signing bonuses, severance, IRC Section 132 deductions taken pursuant to the Transportation Equity Act, and any earnings earned as a non-resident alien (assuming the employee earned no income in the US). MLB postseason shares are excluded from pensionable pay. • Vesting. Participants are vested after completing five years of vesting service (or upon death or retirement from active status). • Early Retirement Benefits. Pension benefit determined as of early retirement date, reduced 7/12% for each of the first 60 months and 1/3% for each of the next 60 months by which payment precedes the normal retirement date (age 65). Participants are eligible to retire before the normal retirement date upon attaining age 55 and completing ten years of vesting service. • Death Benefit. If not eligible for early or normal retirement, 50% of the pension benefit as of the date of death, reduced for the 50% joint and survivor election and reduced for payment as early as the participant’s 55th birthday. If eligible for early or normal retirement, 100% of the pension benefit as of the date of death, reduced for the 100% joint and survivor election and reduced for early commencement of payment. • Disability Benefit. None.

  60. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following narrative and table set forth the potential payments to each of our Current NEOs as if their employment had terminated or a change in control had occurred, in each case, as of December 31, 2024, which was the last day of our last completed fiscal year. In the event of such a termination or change in control, the actual amounts may be different due to various factors. Each Executive Employment Agreement provides severance benefits in the event the respective Current NEO’s employment is terminated under certain circumstances. In addition, we may enter into new arrangements or modify these arrangements from time to time. The amounts provided in the table are based on the closing market prices on December 31, 2024 (the last trading day in 2024) for our BATRK common stock, which was $38.26. For option awards, the value of the options shown in the table is based on the spread between the exercise price of the award and the applicable closing market price. The value of the RSUs shown in the table is based on the applicable closing market price and the number of unvested RSUs that would have vested in the applicable termination scenario according to the terms of the applicable award.

  61. BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL

    BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL

  62. BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Termination Without Cause | Death/ Disability | Termination for Cause | Change in Control (without termination) | | Terence F. McGuirk | | | | | | Cash Severance | – | – | – | – | | COBRA Payments | – | – | – | – | | Equity Acceleration | – | $2,245,686 | – | $2,245,686 | | Total | – | $2,245,686 | – | $2,245,686 | | Derek G. Schiller | | | | | | Cash Severance(1) | $20,440,000 | – | – | – | | COBRA Payments | $24,273 | – | – | – | | Equity Acceleration | – | $1,615,629 | – | $1,615,629 | | Total | $20,464,273 | $1,615,629 | – | $1,615,629 | | Michael P. Plant | | | | | | Cash Severance(2) | $11,100,000 | – | – | – | | COBRA Payments | $41,468 | – | – | – | | Equity Acceleration | – | $1,663,454 | – | $1,663,454 | | Total | $11,141,468 | $1,663,454 | – | $1,663,454 | | Gregory J. Heller | | | | | | Cash Severance(2) | $7,125,000 | – | – | – | | COBRA Payments | $28,558 | – | – | – | | Equity Acceleration | – | $1,143,654 | – | $1,143,654 | | Total | $7,153,558 | $1,143,654 | – | $1,143,654 | | Jill L. Robinson | | | | | | Cash Severance(2) | $7,125,000 | – | – | – | | COBRA Payments | $41,720 | – | – | – | | Equity Acceleration | – | $1,143,654 | – | $1,143,654 | | Total | $7,166,720 | $1,143,654 | – | $1,143,654 |

  63. BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL

    (1) For Mr. Schiller, assumes notice of expiration of the term is not delivered by December 31, 2025, and the term automatically extends for an additional year through December 31, 2028. (2) Reflect three years remaining in the term of the employment agreement, which expires on December 31, 2027.

  64. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  65. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table sets forth information concerning the compensation of our nonemployee directors for 2024.

  66. DIRECTOR COMPENSATION TABLE

    | Name(1) | Fees Earned or Paid in Cash | Stock Awards(2)(3) | Option Awards | All Other Compensation | Total | | Brian M. Deevy | $150,000 | $105,000 | – | – | $255,000 | | Wonya Y. Lucas | $145,000 | $105,000 | – | – | $250,000 | | Diana M. Murphy | $145,000 | $105,000 | – | – | $250,000 |

  67. DIRECTOR COMPENSATION TABLE

    (1) Messrs. Maffei and McGuirk, each of whom served as a director of the Company in 2024 and is a NEO, received no compensation for serving as a director of the Company during 2024. (2) As of December 31, 2024, our then-serving directors (other than Messrs. Maffei and McGuirk, whose equity awards are listed in the “Outstanding Equity Awards at 2024 Fiscal Year-End” table below) held the following equity awards:

  68. DIRECTOR COMPENSATION TABLE

    | | Brian M. Deevy | Wonya Y. Lucas | Diana M. Murphy | | Options (#) | | | | | BATRK | 7,597 | 1,510 | 5,210 | | RSUs (#) | | | | | BATRK | 2,625 | 2,625 | 2,625 |

  69. DIRECTOR COMPENSATION TABLE

    Reflects the grant date fair value of RSUs awarded, which has been computed based on the closing price of BATRK shares on the grant date in accordance with FASB ASC Topic 718, but (pursuant to SEC regulations) without reduction for estimated forfeitures.

  70. CEO PAY RATIO

    CEO PAY RATIO We are providing the following information about the relationship between the median annual total compensation of our employees and the total compensation of Mr. McGuirk, our chief executive officer on December 31, 2024, pursuant to the SEC’s pay ratio disclosure rules set forth in Item 402(u) of Regulation S-K. We believe our pay ratio is a reasonable estimate calculated in a manner consistent with the SEC’s pay ratio disclosure rules. However, because these rules provide flexibility in determining the methodology, assumptions and estimates used to determine pay ratios and the fact that workforce composition issues differ significantly between companies, our pay ratio may not be comparable to the pay ratios reported by other companies. To identify our median employee, we first determined our employee population as of December 31, 2024, which consisted of employees located in the U.S. and the Dominican Republic representing all full-time, part-time, seasonal and temporary employees employed by the Company and its subsidiaries on that date. Using information from our payroll records and Form W-2s, we then measured each employee’s gross wages for the calendar year 2024, consisting of base salary, commissions, actual bonus payments, long-term incentive cash payments, realized equity award value and taxable fringe benefits. We did not annualize the compensation of employees who were new hires or took a leave of absence in 2024. Additionally, we did not annualize the compensation of our temporary or seasonal employees. We also did not make any cost-of-living adjustments to the gross wages information. We determined the median employee’s total compensation for the calendar year 2024, including any perquisites and other benefits, in the same manner that we determined the total compensation of our NEOs for purposes of the Summary Compensation Table above. The ratio of our chief executive officer’s total annual compensation to that of the median employee was as follows:

  71. CEO PAY RATIO

    | Chief Executive Officer Total Annual Compensation | $4,315,786 | | Median Employee Total Annual Compensation | $22,364 | | Ratio of Chief Executive Officer to Median Employee Total Annual Compensation | 193:1 |

  72. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE This section provides information about the relationship between compensation actually paid to our principal executive officer and other NEOs and certain financial performance measures of the Company. For purposes of this section, the amount of compensation actually paid to our principal executive officer and other NEOs is determined using the valuation methods prescribed by the SEC in Item 402(v) of Regulation S-K. Although the rules describe such amount as compensation actually paid, these amounts are not reflective of the taxable compensation actually paid to our NEOs in a covered year. As described in more detail below, to determine the amount of compensation actually paid in a covered year, Item 402(v) of Regulation S-K requires that in each covered year we (1) deduct the grant date value of equity awards reported in the Stock Awards or Option Awards columns in the Summary Compensation Table from the Total column in the Summary Compensation Table; (2) add, for awards granted in the covered year, the fair value of the equity awards (i) as of the end of a covered year or (ii) as of the vesting date, as applicable; and (3) add or subtract, for awards granted in, and outstanding at the end of, a prior year (i) the change in the fair value from the end of the prior year to the end of the current year or (ii) from the end of the prior year to the date the awards vest in the covered year, as applicable.

  73. PAY VERSUS PERFORMANCE

    | | Current PEO(1) | | Former PEO(1) | | Non-PEO NEOs(1) | | Value of initial fixed $100 investment based on: | | | | | | Year | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Total Shareholder Return (“TSR”) ($)(4) | | Peer Group TSR ($)(5) | Net Income (in millions) ($)(6) | Revenue (in millions) ($)(7) | | 2024 | 4,315,786 | 3,815,424 | 2,992,246 | 3,902,414 | 2,094,477 | 1,850,286 | BATRA | 125.89 | 112.13 | (31) | 662 | | | | | | | | | BATRK | 118.71 | | | | | 2023 | 0 | 0 | 2,196,335 | 1,401,000 | 2,442,870 | 2,278,622 | BATRA | 144.28 | 97.61 | (125) | 641 | | | | | | | | | BATRK | 133.99 | | | |

  74. PAY VERSUS PERFORMANCE

    (1) Our Current principal executive officer (“Current PEO”) is Mr. McGuirk, and our former principal executive officer was Mr. Maffei (“Former PEO”). For 2024, our “Non-PEO NEOs” were Messrs. Schiller, Plant and Heller and Ms. Robinson, and a prior NEO, Mr. Wendling, is also included. For 2023, our “Non-PEO NEOs” were Messrs. McGuirk and Wendling, Albert E. Rosenthaler and Renee L. Wilm. (2) Reflects, for Messrs. McGuirk and Maffei, the total compensation reported in the Summary Compensation Table and for the Non-PEO NEOs, the average total compensation reported in the Summary Compensation Table in each of the fiscal years indicated. (3) Represents the compensation actually paid to Messrs. McGuirk and Maffei, and to the Non-PEO NEOs, in each of the fiscal years indicated as computed in accordance with Item 402(v) of Regulation S-K and related SEC guidance, as set forth below:

  75. PAY VERSUS PERFORMANCE

    | Compensation actually paid to PEO and Non-PEO NEOs | | | | | | | | | | | As Reported in Summary Compensation Table(a) | | | Equity Award Adjustments(b) | | | | | | Year | Total | Stock Awards | Option Awards | Fair Value at Year End of Awards Granted During Year that Remain Outstanding and Unvested at Year End(c) | Year-over- Year Change in Fair Value of Awards Granted in Prior Year that Remain Outstanding and Unvested at Year End(d) | Fair Value at Vesting Date of Awards Granted and Vested in Same Year(e) | Change in Fair Value from Prior Year End to Vesting Date of Awards Granted in Prior Year and Vested in Covered Year(f) | Total Compensation Actually Paid | | Current PEO | | | | | | | | | | 2024 | 4,315,786 | (1,080,000) | – | 1,033,020 | (361,528) | – | (91,854) | 3,815,424 | | 2023 | – | – | – | – | – | – | – | – | | Former PEO | | | | | | | | | | 2024 | 2,992,246 | (1,351,998) | – | – | – | 1,340,783 | 921,383 | 3,902,414 | | 2023 | 2,196,335 | – | – | – | (1,085,839) | 1,237,231 | (946,727) | 1,401,000 | | Non-PEO NEOs | | | | | | | | | | 2024 | 2,094,477 | (546,435) | 0 | 506,945 | (108,763) | 16,299 | (40,237) | 1,850,286 | | 2023 | 2,442,870 | (807,095) | (525,681) | 1,424,146 | – | 68,454 | (324,072) | 2,278,622 |

  76. PAY VERSUS PERFORMANCE

    (a) Reflects, for Messrs. McGuirk and Maffei, the applicable amounts reported in the Summary Compensation Table and, for the Non-PEO NEOs, the average of the applicable amounts reported in the Summary Compensation Table in each of the fiscal years indicated. (b) The adjustments made to the fair value of equity awards in accordance with Item 402(v) of Regulation S-K include equity awards with respect to the Company’s common stock that were issued in connection with adjustments made to outstanding equity awards with respect to shares of Liberty Media’s former Series C Liberty Braves common stock in connection with the Split-Off. (c) Reflects, with respect to Messrs. McGuirk and Maffei, the fair value and, with respect to the Non-PEO NEOs, the average of the fair values, as of the end of the covered fiscal year of awards granted in, and remaining outstanding and unvested (in whole or in part) as of the end of the covered fiscal years. (d) Reflects, with respect to Messrs. McGuirk and Maffei, the change in fair value, and with respect to the Non-PEO NEOs, the average of the fair values, as of the day awards became vested in the covered fiscal year when such awards were also granted in the covered fiscal year. (e) Reflects, with respect to Messrs. McGuirk and Maffei, the fair value, and with respect to the Non-PEO NEOs, the average of the fair values, as of the day awards became vested in the covered fiscal year when such awards were also granted in the covered fiscal years. (f) Reflects, with respect to Messrs. McGuirk and Maffei, the change in fair value, and with respect to the Non-PEO NEOs, the average of the change in fair values, of awards which failed to meet vesting conditions in the covered fiscal year when such awards were granted in a prior fiscal year. (4) Represents the cumulative total stockholder return on an initial fixed $100 investment in each of our Series A and Series C common stock (Nasdaq: BATRA and BATRK) from December 30, 2022 through December 29, 2024. (5) Represents the cumulative total stockholder return on an initial fixed $100 investment in the S&P 500 Media Index from December 30, 2022 through December 29, 2024. (6) Represents the amount of net income reflected in our consolidated financial statements for the covered fiscal year. (7) Represents the amount of revenue reflected in our consolidated financial statements for the covered fiscal year.

  77. Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return

    Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return The chart below shows the relationship between Compensation Actually Paid and Company Cumulative Total Shareholder Return for the covered years:

  78. Compensation Actually Paid vs. Company TSR

    Compensation Actually Paid vs. Company TSR

  79. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income The chart below shows the relationship between Compensation Actually Paid and Net Income for the covered years:

  80. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  81. Relationship Between Compensation Actually Paid and Revenue

    Relationship Between Compensation Actually Paid and Revenue The chart below shows the relationship between Compensation Actually Paid and Revenue for the covered years:

  82. Compensation Actually Paid vs. Revenue

    Compensation Actually Paid vs. Revenue