DEF 14A of Live Nation Entertainment, Inc.
Filed Apr 25, 2025 · FY20240001193125-25-094918
1 / Election of Directors
1 / Election of Directors The Board of Directors recommends that shareholders elect the eleven director nominees identified in the accompanying proxy statement to hold office until the 2026 Annual Meeting of Stockholders.
Registration Rights Agreement
Registration Rights Agreement On January 25, 2010, we entered into a registration rights agreement, or the Registration Rights Agreement, with Liberty. The following summary is qualified by reference to the full Registration Rights Agreement, which was included as Exhibit 10.2 to our Annual Report on Form 10-K for the year ended December 31, 2024. Under the Registration Rights Agreement, Liberty is entitled to three demand registrations (and unlimited piggyback registrations) with respect to Liberty’s shares of Live Nation common stock, provided that any such demand involves Live Nation common stock with an aggregate offering price of at least $75 million on the date of such demand. Liberty will also be permitted to exercise its registration rights in connection with certain hedging transactions that it may enter into in respect of its shares of Live Nation common stock. In addition, we will indemnify Liberty, and Liberty will indemnify us, against specified liabilities in connection with misstatements or omissions in any registration statement. We will be responsible for expenses related to any registration, other than certain specified expenses, including, but not limited to, (i) costs of printing and mailing the registration statement or other documents related to the offering, (ii) brokers’ commissions or underwriters’ discounts and (iii) costs of ours relating to analyst or investor presentations.
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Director Nominees The board of directors is soliciting approval of the following director nominees:
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| • | Maverick Carter |
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| • | Ping Fu |
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| • | Jeffrey T. Hinson |
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| • | Chad Hollingsworth |
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| • | James Iovine |
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| • | James S. Kahan |
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| • | Randall T. Mays |
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| • | Richard A. Paul |
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| • | Michael Rapino |
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| • | Carl E. Vogel |
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| • | Latriece Watkins |
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As we elect all members of our board of directors annually, the eleven nominees will serve for a one-year term expiring on the date of our Annual Meeting of Stockholders held in 2026 or until their successors are elected or their earlier resignation or removal. Ten of the eleven director nominees are current members of the board of directors and are standing for re-election. Liberty has designated Mr. Vogel in place of Mr. Maffei as a director nominee. A director nominee will be elected only if he or she receives a majority of the votes cast with respect to his or her election in an uncontested election (that is, the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). For purposes of electing directors, not voting, withholding your vote by voting “abstain” or a broker non-vote is not counted as a vote cast, and therefore will have no effect on the outcome of the election of directors. Each of the director nominees has indicated a willingness to serve, or continue to serve, as a director if elected. If any director nominee becomes unable to serve, the board of directors may designate a substitute nominee, in which case the designated proxy holders, Mr. Rapino and Mr. Berchtold, will vote for such substitute nominee.
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| THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH NAMED DIRECTOR NOMINEE. |
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General Information About the Board of Directors Our bylaws provide that our business and affairs will be managed by, or under the direction of, our board of directors. Set forth below is biographical information for the director nominees as of the date of this proxy statement, and the qualifications that led the board to conclude that each should serve as a director.
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| | Maverick Carter | Director Since 2018 | | Age: 43 Committees: Nominating and Governance | Background Mr. Carter has served as a member of our board of directors since 2018. A forward-thinking entrepreneur, investor and CEO, Mr. Carter has significantly impacted the intersection of sports, media, and business to help usher in a new era of storytelling and athlete empowerment. As Co-Founder of The SpringHill Company, Carter channeled his passionate curiosity and business savvy into building brands that develop authentic, award-winning content across several platforms and notable experiences, all with a common thread of empowering others. In 2024, The SpringHill Company and its distinguished brands including UNINTERRUPTED, SpringHill, The Shop, and The Robot Company, merged with Fulwell 73 Productions to form a leading global entertainment company, Fulwell Entertainment, LLC. With an extensive background in marketing and business development, Carter was instrumental in building LRMR Ventures, the venture company that holds and oversees all of Carter’s and LeBron James’ current investments and business assets, and in securing James’ lifetime deal with Nike, the first in the company’s history. Building on a long-time partnership with Fenway Sports Group, Carter became a partner in the historic company in 2021. Mr. Carter previously served on the Advisory Council for the Smithsonian’s National Museum of African American History and Culture, Walmart’s Opportunity Leadership Council, and the JPMorgan Chase Advancing Black Pathways Advisory Board. Carter also provides strategic insights to leading companies and nonprofit organizations, serving as a board member of: The Red Sox Foundation, privately-held Equinox Group, non-profit RISE, non-profit After School All Stars, Flipper’s Roller Boogie Palace, LOBOS 1707 Tequila Company, Fulwell Entertainment, LLC, and The LeBron James Family Foundation, which is committed to creating generational change in his hometown of Akron, Ohio. He also serves as an advisor to Draft Kings, Beekeeper Coffee, international basketball startup league Project B, Rocket Youth Brands, FL Newsletter, OffBall Inc., MSA Acceleration Partners, Tetavi, Front Office Sports, and Kitch. | | Qualifications Mr. Carter’s qualifications as a director include his professional background and experience, previously held senior executive-level positions, his leadership skills developed while developing and growing LRMR Ventures and its operating companies, and his extensive knowledge and understanding of, and reputation in, the entertainment and media industries. | |
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| | Ping Fu | Director Since 2018 | | | Age: 66 Committees: Audit | Background Ms. Fu has been on our board of directors since 2018 and currently serves on the boards of directors at Capstone Green Energy Corporation and the Burning Man Project. As a technology entrepreneur, Ms. Fu was foundational in shaping the commercial internet. In 1997, she co-founded Geomagic, Inc., a groundbreaking 3D imaging software company, where she served as CEO until its acquisition in 2013. She then joined 3D Systems Corporation as Chief Entrepreneur Officer, leading global innovation initiatives from 2013 to 2016. Ms. Fu’s expertise spans AI, cybersecurity, immersive technologies, and enterprise software. She has advised U.S. presidents, contributed to international diplomacy, and supported innovation strategies for the United Arab Emirates. At the nexus of technology, policy, and business, she champions forward-looking solutions that advance industry and society. | Other Public Directorships • Capstone Green Energy Corporation | | Qualifications Ms. Fu’s qualifications as a director include her professional background and experience, her cybersecurity expertise, her extensive track record as a futurist in technology trends, social change and policy-making, her long history of working with and nurturing innovators and creative talents, previously held senior executive-level positions and global business experiences. | | |
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| | Jeff Hinson | Director Since 2005 | | Age: 70 Committees: Audit (Chair) | Background Mr. Hinson has served as a member of our board of directors since 2005. Mr. Hinson has been President of YouPlus Media, LLC since June 2009. He additionally currently serves as the Chief Financial Officer and as a director of IPTalons, Inc, a private company which is in the business of protecting intellectual property and trade secrets, inventions, internal expertise, and know-how against espionage and theft conducted by governments, competitors, and criminal enterprises. Previously, he served as Chief Executive Officer of Border Media Partners, LLC from 2007 to 2009, was a private financial consultant from 2005 to 2007 and served as Executive Vice President and Chief Financial Officer of Univision Communications Inc., or Univision, from 2004 to 2005. He served as Senior Vice President and Chief Financial Officer of Univision Radio, the radio division of Univision, from 2003 to 2004. From 1997 to 2003, Mr. Hinson served as Senior Vice President and Chief Financial Officer of Hispanic Broadcasting Corporation, which was acquired by Univision in 2003 and became the radio division of Univision. Mr. Hinson previously served as a director of Windstream Holdings, Inc., a provider of advanced network communications, from 2006 to 2020, and as a director of Tivo Inc., a provider of entertainment technology and audience insights, from 2007 to 2019, and as a director of Ares Commercial Real Estate Corporation, from 2012 to 2014. Mr. Hinson additionally serves as a director of several privately-held companies. | | Qualifications Mr. Hinson’s qualifications as a director include his professional background and experience, previously held senior executive-level positions, his service on other public company boards, his extensive experience with companies in the media sector, and his financial expertise. | |
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| | Chad Hollingsworth | Director Since 2020 | | Age: 48 Committees: Compensation (Chair) | Background Mr. Hollingsworth has served as a member of our board of directors since 2020. Mr. Hollingsworth has served as Senior Vice President, Corporate Strategy at Liberty Media Corporation since 2024. Prior to that, he was Senior Vice President, Corporate Development at Liberty Media Corporation since 2016. He first joined Liberty in 2007. He focuses on strategic growth initiatives within the Liberty portfolio, as well as supporting the generation and execution of investment opportunities within the sports and live entertainment sectors. Mr. Hollingsworth currently serves as a director for Rocky Mountain PBS and Invest in Kids, both Colorado-based nonprofits. | | Qualifications Mr. Hollingsworth’s qualifications as a director include his professional background and experience as a senior-level executive, his service on other boards of directors, and his expertise in identifying and executing on business opportunities and strategy. Mr. Hollingsworth was nominated as a director by Liberty Media pursuant to the Liberty Stockholder Agreement. | |
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| | Jimmy Iovine | Director Since 2014 | | Age: 72 Committees: Compensation | Background Mr. Iovine has served as a member of our board of directors since 2014. Most recently, Mr. Iovine served as a creative consultant to Apple Inc. from 2014 until 2018. Previously, he co-founded Interscope Records in 1990, which subsequently became Interscope Geffen A&M in 1999. In 2006, he co-founded Beats Electronics and Beats Music, companies which produce audio products and operate a music streaming service, and which were sold to Apple Inc. in May 2014. Mr. Iovine currently serves as a director of NTWRK, Rosewood Creative Marketing Agency, and Backflip House, LLC, all of which are privately-held companies, and of XQ Institute, an organization dedicated to rethinking the high school experience so that every student graduates ready to succeed in life, Iovine and Young Academy, an educational institution, Iovine and Young Center, an educational institution, and Iovine and Young Foundation, a non-profit. | | Qualifications Mr. Iovine’s qualifications as a director include his professional background and experience, previously held senior executive-level positions, his extensive knowledge and understanding of, and reputation in, the music industry, and his experience as an entrepreneur in the music industry. | |
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| | Jim Kahan | Director Since 2007 | | Age: 77 Committees: Audit | Background Mr. Kahan has served as a member of our board of directors since 2007. Mr. Kahan is a former executive of AT&T where he spent nearly 38 years. During his tenure at AT&T and its predecessors, he oversaw approximately $300 billion of acquisitions and divestitures, including the acquisitions of Pacific Telesis (1997), Southern New England Telecommunications (1998), Ameritech (1999) and the former AT&T Corp. (2005), as well as Cingular Wireless’ acquisition of AT&T Wireless (2004). He was also responsible for AT&T’s acquisition of BellSouth Corp. in 2006. Mr. Kahan serves as a director of Catch Media, Inc., a private digital media company, and previously served as a director of Amdocs Ltd., a publicly-traded company that provides software products and services to the communications industry worldwide, from 1998 until January 2023. | | Qualifications Mr. Kahan’s qualifications as a director include his professional background and experience, previously held senior executive-level positions, his service on other public and private company boards and his financial and mergers and acquisitions expertise. | |
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| | Randall Mays | Director Since 2005 | | | Age: 59 Committees: Nominating and Governance (Chair) Compensation Executive | Background Mr. Mays has served as a member of our board of directors since our formation in 2005 and as our Chairman of the board since April 2025. He has served as Co-Chairman, Co-Chief Executive Officer and Chief Financial Officer of BlueRiver Acquisition Corp., a blank check company, since October 2020. He additionally currently serves as President of Running M Capital, a private investment company, and formerly served as Vice Chairman, President and Chief Financial Officer of Clear Channel Communications, Inc. Additionally, Mr. Mays currently serves as a director of private companies BuildGroup, an Austin, Texas-based fund that invests in Technology companies; and LP Spinal Stabilization Technologies, a Boulder, Colorado-based company that develops Medical Devices. | Other Public Directorships • BlueRiver Acquisition Corp. | | Qualifications Mr. Mays’ qualifications as a director include his professional background and experience, previously held senior executive-level positions, his service on other public and private company boards, and his financial, media and advertising expertise. | | |
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| | Richard A. Paul | Director Since 2023 | | | Age: 44 | Background Mr. Paul has served as a member of our board of directors since April 2023. Mr. Paul is the Chief Executive Officer and founder of KLUTCH Sports Group, which he founded in his hometown of Cleveland, Ohio in 2012. Mr. Paul also serves as United Talent Agency’s (UTA’s) Head of Sports and is an agency partner, and was appointed to UTA’s Board of Directors in 2020. In 2019, Mr. Paul was named GQ’s “PowerBroker of the Year” and “The King Maker” on the cover of Sports Illustrated. In 2021, TIME recognized KLUTCH Sports on its first-ever list of TIME100 Most Influential Companies, and Variety recently named Paul to their “Variety500” list of the most influential business leaders shaping the global media industry. Mr. Paul is also credited with driving the reversal of the so-called “Rich Paul Rule,” which would have banned agents without a college degree from representing NCAA student athletes. In 2021, Mr. Paul and three former Nike executives formed ADOPT, a creative agency focused on sport, wellness, nutrition, tech and other consumer facing products. Mr. Paul joined the Board of Trustees of LACMA and the Board of Directors of Funko in 2022. Mr. Paul is also a minority partner of The SpringHill Company. Mr Paul serves as a director of United Talent Agency, a privately-held talent agency, as a director of the Los Angeles County Museum of Art, and a Strategic Advisor for Funko, Inc., a pop culture consumer products company. | Other Public Directorships • Designer Brands Inc. | | Qualifications Mr. Paul’s qualifications as a director include his professional background and experience, previously held senior executive-level positions and entrepreneurial endeavors, his service on other public and private company boards, his leadership skills developed while founding and growing KLUTCH Sports Group, and his extensive knowledge and understanding of, and reputation in, the sports and entertainment industries. | | |
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| | Michael Rapino | Director Since 2005 | | | Age: 59 Committees: Executive | Background Mr. Rapino is our President and Chief Executive Officer and has served in this capacity since 2005. He has also served on our board of directors since 2005. | Other Public Directorships • Sirius XM Holdings Inc. | | Qualifications Mr. Rapino’s qualifications as a director include his professional background and experience, his leadership skills acquired prior to and while serving as Chief Executive Officer of Live Nation, his extensive knowledge and understanding of, and reputation in, the music industry, and his understanding of Live Nation’s business, operations, products and services. | | |
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| | Carl E. Vogel | New Nominee | | | Age: 67 | Background Mr. Vogel is a private investor and an industry advisor focused on media and communications for KKR & Co Inc. (“KKR”), a leading global investment firm. As part of his role with KKR, from time to time Mr. Vogel also serves as a director on boards of private companies in which KKR has an investment. Mr. Vogel has served as Interim CEO of Production Resource Group, a KKR portfolio company, since March 2025. Mr. Vogel served as President of Dish Network Corporation, a satellite television provider from September 2006 until February 2008 and served as its Vice Chairman from June 2005 until March 2009. From October 2007 until March 2009, Mr. Vogel served as the Vice Chairman of the board of directors of, and as a Senior Advisor to, EchoStar Communications Corporation. From 2001 until 2005, Mr. Vogel served as the President and Chief Executive Officer of Charter Communications, Inc., a cable television and broadband services provider. Prior to joining Charter, Mr. Vogel worked as an executive officer in various capacities for companies affiliated with Liberty Media. | Other Public Directorships • AMC Networks Inc. • Sphere Entertainment Corporation | | Qualifications Mr. Vogel’s qualifications as a director include his extensive experience in executive leadership at various communications and media companies, and the knowledge and expertise he has gained through multiple public company directorships. | | |
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| | Latriece Watkins | Director Since 2021 | | Age: 50 Committees: Compensation | Background Latriece Watkins has served as a member of our board of directors since 2021. Ms. Watkins is Executive Vice President and Chief Merchandising Officer for Walmart U.S., the nation’s largest retailer, and immediately prior to that was Executive Vice President of the Consumables division. She plays a pivotal role in driving Walmart’s business success and in shaping the future of retailing. Over the course of her career, Ms. Watkins has held several key leadership positions in merchandising, human resources and store operations, and began at Walmart focused on the company’s real estate disposition and development. She was appointed by Walmart’s CEO to lead a team focused on culture change and transformation across the enterprise. Ms. Watkins has also championed a number of mentorship and diversity and inclusion initiatives at Walmart, including serving as chairperson for the African American Resource Groups for two terms. Currently, she leads the company’s criminal justice Shared Value Network team, which focuses on leveraging the company’s strengths and expertise to increase racial equity within the system. Ms. Watkins is admired across the industry as someone who leads with respect and lifts others. She champions DEI programs that create sustained, consistent and significant impact, both within her company and her community. Active in the community, Ms. Watkins currently serves as a board member for Thaden School, an independent school in downtown Bentonville, Arkansas that aims to provide holistic, enriching education to prepare students for college, and is also a board member for Mercy Health Foundation of Northwest Arkansas. Ms. Watkins works with a variety of local and regional chapters of non-profit organizations, including the American Heart Association; Susan G. Komen Foundation; Big Brothers, Big Sisters; Boys and Girls Club and Winthrop Rockefeller Institute. Ms. Watkins graduated from Spelman College with a B.A. in political science and received a J.D. at the University of Arkansas law school. | | Qualifications Ms. Watkins’ qualifications as a director include her professional background and experience, previously held senior-executive level positions, her service on other private company boards, her leadership skills developed while leading large organizations, and the breadth of her leadership experience, which includes merchandising, human resources, operations, real estate disposition and development and enterprise-level cultural change and transformation. | |
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Board Meetings Our board of directors met four times during 2024 and acted by unanimous written consent twice. All incumbent directors attended at least 75% of the aggregate meetings of the board of directors and of board committees on which they served during the time they were serving as a director or committee member, as applicable. We have adopted a formal policy on director attendance at annual meetings of stockholders, which states that each director is strongly encouraged to attend such meetings, including by electronic means as appropriate, unless attendance is precluded by health or other significant personal matters. Nine of our eleven directors attended our 2024 annual meeting of stockholders. The board of directors has appointed Mr. Mays, as the non-executive chairman of the board, to preside over executive sessions of the non-management directors. Board Committees The board of directors has four standing committees: the Audit Committee, the Nominating and Governance Committee, the Compensation Committee and the Executive Committee, each of which is described below. Each committee, other than the Executive Committee, operates under a written charter adopted by the board of directors. All of the committee charters are publicly available in the Corporate Governance section of our website at investors.livenationentertainment.com/corporate-governance/governance-documents or may be obtained upon written request to our General Counsel at our principal executive offices. Committee members are elected by the board of directors, upon the Nominating and Governance Committee’s recommendations, and serve until their successors are elected or their earlier resignation or removal. The current composition of the board committees is as follows:
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| Name | Audit Committee | Nominating and Governance Committee | Compensation Committee | Executive Committee | | Maverick Carter | | ✓ | | | | Ping Fu | ✓ | | | | | Jeff Hinson | ✓ (Chair) | | | | | Chad Hollingsworth | | | ✓ (Chair) | | | Jimmy Iovine | | | ✓ | | | Jim Kahan | ✓ | | | | | Greg Maffei | | | | ✓ (Chair) | | Randall Mays | | ✓ (Chair) | ✓ | ✓ | | Richard A. Paul | | | | | | Michael Rapino | | | | ✓ | | Latriece Watkins | | | ✓ | |
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| Audit Committee | | | Members: Jeff Hinson (Chair) Ping Fu Jim Kahan Independent/ Financially Literate Each member is independent and financially literate. Audit Committee Financial Experts Jeff Hinson and Jim Kahan | Primary Responsibilities As set forth in more detail in the Audit Committee Charter, the Audit Committee’s purpose is to assist the board of directors in its general oversight of the quality and integrity of our accounting, auditing and financial reporting and internal control practices. The specific responsibilities of the Audit Committee include: • appointing, compensating, overseeing and terminating the independent registered public accounting firm; • approving all audit and non-audit services (other than those non-audit services prohibited by law) to be provided by the independent registered public accounting firm; • reviewing and discussing the annual and quarterly financial statements and related notes and the specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; • reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s responses thereto; • discussing earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies, if any; • reporting regularly to the full board of directors regarding, among other things, the quality and integrity of our financial statements, compliance with legal or regulatory requirements, the performance and independence of the independent registered public accounting firm and the performance of the internal audit function; • maintaining free and open communications with, and periodically meeting with, management, the internal auditors and the independent registered public accounting firm; • discussing guidelines and policies with respect to risk assessment and risk management, including reviewing and discuss periodic reports from management pertaining to significant risk areas, including, among others, physical security, data privacy and information/cyber security programs; • overseeing our Policy on Related-Person Transactions, as amended and supplemented from time to time; • reviewing and approving the Report of the Audit Committee of the Board of Directors included in our annual proxy statements; • complying with all other responsibilities and duties set forth in the Audit Committee Charter; and • oversight responsibility for areas such as data privacy; cybersecurity; physical security; health and safety; environmental, social and governance (including with respect to the company’s public disclosures related thereto); and compliance with laws and regulations such as the United States Foreign Corrupt Practices Act. For additional information concerning the Audit Committee, see “Report of the Audit Committee of the Board of Directors” included in this proxy statement. |
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| Nominating and Governance Committee | | | Members: Randall Mays (Chair) Maverick Carter Independent Both members are independent. | Primary Responsibilities The specific responsibilities of the Nominating and Governance Committee include: • identifying, screening and recruiting qualified individuals to become board members; • proposing nominations for the board of directors and board committee membership; • assessing the composition of the board of directors and board committees; • overseeing the performance of the board of directors; and • complying with all other responsibilities and duties set forth in the Nominating and Governance Committee Charter. |
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| Compensation Committee | | | Members: Chad Hollingsworth (Chair) Jimmy Iovine Randall Mays Latriece Watkins Independent Each member is independent. | Primary Responsibilities The specific responsibilities of the Compensation Committee include: • reviewing and approving, and/or recommending modifications to, the base salary, incentive compensation and all other compensation of our Chief Executive Officer and other executive officers; • overseeing the administration of our equity-based plans; • reviewing and approving the Report of the Compensation Committee of the Board of Directors included in our proxy statements; • reviewing and discussing with management the Compensation Discussion and Analysis included in our proxy statements; • reviewing, from time to time, the compensation and benefits of directors who are not employees of the company and recommending any changes to the board that the committee deems appropriate; • overseeing the company’s submissions to stockholders on executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, incentive and other executive compensation plans and amendments to such plans; • consulting on the appropriate engagement with shareholder groups and proxy advisory firms on executive compensation matters; • overseeing and periodically assessing material risks associated with the company’s compensation structure, policies and programs for executive officers; • assisting the board in its oversight of the company’s policies and strategies relating to culture and human capital management, including diversity and inclusion; • overseeing the company’s Policy for Recovery of Erroneously Awarded Compensation (commonly called a “clawback policy”); and • complying with all other responsibilities and duties set forth in the Compensation Committee Charter. Compensation Committee meetings are regularly attended by the Chief Executive Officer and, from time to time, other members of management, as requested by the committee. |
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| Executive Committee | | | Members: Greg Maffei (Chair) Randall Mays Michael Rapino | Primary Responsibilities The specific responsibilities of the Executive Committee are to: • be available to the company’s executive management to discuss significant operational and strategic issues from time to time; • serve as a conduit between executive management and the board of directors, including helping to facilitate board processes and communications; and • have such further powers and responsibilities, and undertake such specific actions or duties, as may be delegated to it in the future by the board of directors. The Executive Committee did not formally meet during the 2024 fiscal year, though the members met informally from time to time to discuss the affairs of the company. |
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Director Compensation
Director Compensation Pursuant to our non-employee director compensation plan, we currently pay (i) each of our non-employee directors an annual cash retainer of $100,000, (ii) each member of the Audit Committee, Compensation Committee and Nominating and Governance Committee an additional annual cash retainer of $21,000, $15,000 and $10,000, respectively, (iii) the Chairpersons of the Audit Committee, Compensation Committee and Nominating and Governance Committee a further annual cash retainer of $18,000, $15,000 and $10,000, respectively, and (iv) the non-executive Chairman of the Board an additional annual cash retainer of $60,000, which he or she may elect to receive in either cash or shares of restricted stock. No additional per-meeting fees apply under the plan. Under the plan, each non-employee director also receives a grant of $200,000 in shares of restricted stock based on the average closing price of our stock during the 20 trading days prior to the date of the grant (i) upon such non-employee director’s appointment to the board of directors (prorated for the period from the director’s appointment through the anticipated date of our next annual meeting of stockholders), and (ii) on an annual basis thereafter. The non-executive Chairman of the Board receives an additional annual grant of $120,000 in shares of restricted stock based on the average closing price of our stock during the 20 trading days prior to the date of the grant. We may also grant additional discretionary stock-based awards to our non-employee directors (though no such grants were made in 2024), and these directors may elect to receive their cash fees in the form of shares of our common stock. Only non-employee directors are eligible to receive compensation for their services as a director. Accordingly, Mr. Rapino, our President and Chief Executive Officer, did not receive any separate director compensation during 2024. 2024 Director Compensation Table The following table shows compensation paid to the members of our board of directors for the fiscal year ended December 31, 2024.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Maverick Carter | 110,000 | 188,362 | 298,362 | | Ping Fu | 121,000 | 188,362 | 309,362 | | Jeff Hinson | 139,000 | 188,362 | 327,362 | | Chad Hollingsworth | 130,000 | 188,362 | 318,362 | | Jimmy Iovine | 115,000 | 188,362 | 303,362 | | Jim Kahan | 121,000 | 188,362 | 309,362 | | Greg Maffei(2) | 100,000 | 357,932 | 457,932 | | Randall Mays | 135,000 | 188,362 | 323,362 | | Richard A. Paul | 100,000 | 188,362 | 288,362 | | Michael Rapino | — | — | — | | Latriece Watkins | 115,000 | 188,362 | 303,362 |
Director Compensation
| (1) The amounts set forth in this column reflect shares of restricted stock granted under our stock incentive plans. The amounts listed are equal to the aggregate grant date fair value computed in accordance with ASC topic 718, Compensation — Stock Compensation, or ASC 718 (which will generally lead to a reported value that differs from the amount set forth in the director compensation policy outlined above under “Director Compensation” due to the different methodologies). A discussion of the assumptions used in calculating the grant date fair value is set forth in Note 13 of the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended December 31, 2024. The restricted stock awards vest in full on the first anniversary of the grant or, for off-cycle grants, on the first anniversary of the on-cycle grants. The ownership of company securities as of the record date for each director is set forth below in the “Security Ownership Table.” |
Director Compensation
| (2) Mr. Maffei elected to receive his non-executive Chairman of the Board retainer in shares of restricted stock. |
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2024 Compensation Decisions
2024 Compensation Decisions Our key executive compensation decisions in 2024 related to setting appropriate performance targets and bonus levels for our executive officers in order to incentivize them to reach targeted goals during the year, evaluating the attainment of strategic performance goals for our CEO in respect of an annual performance share award under his employment agreement that were set in 2023 as well as setting such strategic performance goals for 2024, and determining the form and amount of stock-based awards for one of our named executive officers that will provide optimal long-term incentives to align their interests with those of our stockholders and encourage growth over the long term (four other named executive officers, including the CEO, did not receive on-cycle stock-based awards, as they were awarded performance shares in connection with their 2022 and 2023 employment agreement renewals that are intended to be their equity compensation over the 5-year term of their agreements). Overall, we achieved 109% of our targeted company Adjusted Operating Income (as defined below) for the year on a constant-currency and pro-forma basis. All of our named executive officers had their cash performance bonuses tied to that target, and as a result, all of them received at least 100% of their targeted cash performance bonuses. We believe that Adjusted Operating Income is one of the most important indicators of company performance and the primary metrics on which the company’s performance is judged by analysts and the investment community, and is thus tied to the creation of stockholder value. We believe that having employment agreements with our executive officers is critical to our success due to the importance of long-term artist, venue and client relationships in the live entertainment business, as well as the impact of an individual’s reputation and relationships on our ability to identify, obtain and retain business opportunities. While the concept that reputation and relationships are important to success is certainly not unique to the live entertainment business, we believe that the live entertainment business itself is unique and that these factors have heightened importance in our business when compared to many other industries. Simply put, people are not fungible in our business and we try to keep our best performers. For this same reason, we are confident that our overall compensation levels for our executive officers are appropriate and necessary in order to attract and retain the best executive talent to lead and continue growing our company. We maintain an executive compensation program that consists of four components: base salary, cash performance bonuses, long-term equity incentive awards, and employee benefits and other perquisites. We strive to structure the program in a manner that will benefit our stockholders by allowing us to attract and retain the right individuals for our business. This manifests itself in the pay-for-performance culture we seek to maintain. To that end, in 2024 the Compensation Committee set aggressive performance targets for the vesting of the discretionary annual grant of restricted stock made to one of our named executive officers as part of our long-term equity incentive award component, as opposed to having the vesting of those awards be 100% time-based. In addition, the vesting of the performance share awards made to four of our named executive officers (including the Chief Executive Officer) in connection with their employment agreements entered into in 2022 and 2023 is tied to the attainment of aggressive stock price targets—these executives will only realize this compensation if the company achieves stock price growth benefiting all of our stockholders.
Prior Say on Pay Results and Stockholder Communication
Prior Say on Pay Results and Stockholder Communication In its compensation review process, the Compensation Committee considers whether our compensation program serves the best interests of our stockholders. At the 2024 Annual Meeting of Stockholders, a majority (62.7%) of the votes cast (excluding abstentions and broker non-votes) were for the advisory proposal (“say on pay”) to approve executive compensation. While the say on pay vote passed, the Compensation Committee believes that it did not receive a higher level of support due in part to several one-time compensation elements that were present in the employment agreements of each of our Chief Executive Officer and our President/Chief Financial Officer when those agreements were renewed in 2022, which were identified by Institutional Shareholder Services Inc. (“ISS”), a firm that advises its subscribing institutional customers on proxy voting, in its 2024 Proxy Analysis & Benchmark Policy Voting Recommendations for the company, as not having been adequately addressed and were thus reasons for its negative voting recommendation on the company’s say on pay proposal that was set forth therein. Members of management and the Compensation Committee engaged in conversations with many of our stockholders both before and after the 2024 Annual Meeting to discuss our compensation program and our say on pay vote (in addition to other matters). Our stockholder engagement occurs actively throughout the year at various industry conferences and scheduled meetings following each quarterly earnings conference call. In addition, in the weeks leading up to and following the 2024 Annual Meeting, as we do each year, we held meetings with as many interested stockholders as scheduling permitted to specifically address any questions or concerns about the information set forth in our proxy statement, including our compensation program and say on pay proposal. Our board of directors welcomes stockholder feedback and information conveyed to members of management is freely shared both during formal meetings and informally. As it relates to our compensation program and say on pay results, Mr. Hollingsworth, the chair of the Compensation Committee, takes part in many of these conversations with stockholders and receives continuous feedback from members of management based on their engagement efforts. All of this information and feedback is then utilized by the full Compensation Committee and factored into the entire mix of information considered as the committee makes compensation decisions throughout the year. As noted above, our stockholder engagement primarily involves one-on-one meetings with our President/Chief Financial Officer and our investor relations team, as well as the chair of the Compensation Committee for matters pertaining to executive compensation. We believe these types of meetings allow our stockholders to share their point of view in an unfiltered manner. We additionally welcome and solicit feedback from stockholders via e-mail. As it relates to the say on pay vote held at the 2024 Annual Meetings, approximately twenty stockholders were contacted specifically regarding these matters, meetings were held with stockholders representing well over 50% of our shares outstanding at the time of the 2024 Annual Meeting. Our President/Chief Financial Officer and our Senior Vice President of Investor Relations were actively engaged in these meetings. Mr. Hollingsworth, the chair of our Compensation Committee, participating in a number of these meetings. These meetings generally covered our compensation philosophy, the overall process we used for setting contractual compensation where we engaged with a third-party firm to conduct a thorough benchmarking and a fact-based analysis to derive and support our compensation program, the rationale underlying where performance-based targets were set relative to our peers, and composition of compensation as between cash and stock. While many of these stockholders conveyed positive sentiments as to the performance of our management team, the reasonableness of their compensation, and the use of stock-based compensation to align executives’ interests with those of stockholders, some stockholders indicated that they would or did follow the voting recommendation of ISS as a matter of policy. Notwithstanding that the say on pay vote passed in 2024, The Compensation Committee considered how it could address the concerns of stockholders in order to garner a higher level of support. As set forth below under “Recent Changes to Executive Compensation Practices,” in February of 2025 the Compensation Committee voted to make several key changes to the company’s executive compensation practices in response to stockholder feedback.
Recent Changes to Executive Compensation Practices
| • | No cash bonus awards will be made to executive officers without performance requirements. |
Recent Changes to Executive Compensation Practices
| • | We will require consecutive days of attainment for performance share vesting/vesting of any award with stock price performance conditions; the Compensation Committee is currently utilizing a 30 consecutive day period and will not use a period of less than 20 consecutive days. |
Recent Changes to Executive Compensation Practices
| • | We will not use identical/overlapping performance metrics for short-term (i.e., cash performance bonus) and long-term (i.e., stock-based awards) incentive programs. |
Recent Changes to Executive Compensation Practices
| • | Compensation should align executives’ interests with those of our stockholders. Equity-based compensation encourages executives to focus on our long-term growth and prospects and to manage the company from the perspective of our stockholders. The performance share grants that our CEO, President/CFO and two other named executive officers received in connection with their 2022 and 2023 employment agreement renewals are intended to be the major equity component of their five-year compensation over the life of their employment agreements. Executive officers are expected to have a meaningful ownership interest in the company and the Compensation Committee regularly reviews their grant history when assessing the appropriate mix of compensation elements. For a further discussion of our share ownership guidelines applicable to our executive officers, see “Corporate Governance—Officer and Director Stock Ownership Guidelines” above. |
Recent Changes to Executive Compensation Practices
| • | Our overall compensation program should enable us to attract, motivate, and retain highly-qualified executives by offering competitive compensation. Retention of key executives is a particular focus of our compensation program due to the importance of long-term artist, venue and client relationships in the live entertainment business, as well as the impact that an established individual’s reputation and relationships can have on the efficacy of that person within the industry. |
Recent Changes to Executive Compensation Practices
| • | assisting in selecting a peer group of companies and in reviewing market data from the peer group as a reference point to gauge the reasonableness of the company’s compensation levels for its named executive officers, including with respect to salary, bonus and equity compensation; |
Recent Changes to Executive Compensation Practices
| • | advising the Compensation Committee on executive compensation trends, including competitive practices in bonus and long-term incentives, performance measures, plan designs, and stock plan ownership guidelines; |
Recent Changes to Executive Compensation Practices
| • | benchmarking director compensation for Board and committee service; |
Recent Changes to Executive Compensation Practices
The peer group of companies utilized in 2024 was comprised of Electronic Arts Inc., Endeavor Group Holdings Inc., Fox Corporation, Netflix Inc., Paramount Global, Sirius XM Holdings Inc., Spotify Technology S.A., Universal Music Group N.V., Warner Bros. Discovery Inc. and Warner Music Group Corporation. The company conducted an evaluation of the independence of The Croner Company and its personnel who worked with the committee, considering the relevant SEC regulations and the listing standards of the NYSE, and concluded that the services performed by The Croner Company and its personnel raised no conflicts of interest. The Compensation Committee approves all material compensation decisions for the named executive officers, including the grant of all equity awards. Michael Rapino, our President and Chief Executive Officer, annually reviews the named executive officers’ performance, other than his own performance, which is reviewed solely by the Compensation Committee. The results of these evaluations, including recommendations on any salary adjustments, cash bonus amounts, performance targets and/or equity awards, are presented by Mr. Rapino to the Compensation Committee for consideration and approval. Mr. Rapino regularly attends meetings of the Compensation Committee and, upon the committee’s request, provides various compensation and performance information to the committee. Mr. Rapino regularly engages the input of other executives in performing these functions and compiling such information for the Compensation Committee. The Compensation Committee also meets in executive session without Mr. Rapino to discuss compensation matters pertaining to Mr. Rapino and the other named executive officers. On occasion, other named executive officers and members of management meet with the Compensation Committee to provide performance and other relevant data to the committee.
Recent Changes to Executive Compensation Practices
None of our named executive officers are eligible to receive severance or comparable cash payments upon the occurrence of a change of control absent a qualifying termination, which is referred to as a double trigger, because the severance benefits contained in the employment agreements are intended to provide protection in connection with the loss of employment (including a loss of employment related to a corporate transaction) rather than merely incentivize the closing of a transaction. The terms of employment for our executive officers, including those elements discussed above, generally are set forth in a written employment agreement. See “Use of Employment Agreements” below, and for a further discussion of the employment agreements of our named executive officers, see “Named Executive Officer Employment Agreements & Other Compensation Information” beginning on page 54. Use of Employment Agreements As discussed above under “Executive Overview,” we believe that having employment agreements with our executive officers is critical to our success due to the importance of long-term artist, venue, and client relationships in the live entertainment business, as well as the impact of an individual’s reputation and relationships on our ability to identify, obtain, and retain business opportunities. We believe that, under normal circumstances in our industry and in the broader entertainment industry where we compete for employee talent, it is customary and appropriate to enter into written compensatory agreements with key executives to provide greater stability and certainty that permits the executives to remain focused on their duties and responsibilities and better promote the interests of our stockholders. We have entered into an employment agreement with each of our named executive officers. These agreements result from an often extensive negotiation process with the executive, in which the Compensation Committee participates directly. The Compensation Committee ultimately approves all material terms of employment agreements with our named executive officers. The employment agreements generally set forth information regarding base salary, cash performance awards, equity incentive awards, severance benefits, and change-in-control vesting, as well as other employee benefits. For a further discussion of the employment agreements of our named executive officers, see “Named Executive Officer Employment Agreements & Other Compensation Information” beginning on page 54. Compensation Program Components Our executive compensation program traditionally consists of the following components:
Recent Changes to Executive Compensation Practices
| • | cash performance bonuses; |
Recent Changes to Executive Compensation Practices
| • | long-term equity incentive awards; and |
Recent Changes to Executive Compensation Practices
We believe that these components function together to provide a strong compensation program that enables us to attract and retain top talent while simultaneously aligning the interests of our executive officers with those of our stockholders. The Compensation Committee has not adopted a formal policy or practice for the allocation of (i) base salary versus incentive compensation, (ii) cash bonuses versus equity compensation, or (iii) equity grants amongst various award types. Rather, the committee seeks to flexibly tailor each executive’s total compensation package to include these various components in a manner designed to motivate and retain most effectively that particular executive officer, while still aligning the executive officer’s interests with those of our stockholders. For these reasons, the Compensation Committee takes into consideration industry standards and informal reviews of compensation paid to executive officers of our competitors or others in similar industries, but it does not currently rely on formal benchmarking or peer group analysis in determining our compensation programs other than for the limited purpose of obtaining a reference point to gauge the reasonableness of the company’s compensation levels for our named executive officers.
Cash Performance Bonuses
Cash Performance Bonuses Annual cash bonus eligibility is traditionally provided to each of the named executive officers to reward the achievement of corporate, departmental and/or individual accomplishments and to tie compensation to performance, each in keeping with our compensation philosophy. Our named executive officers’ cash performance bonus opportunity is set forth in each of their respective employment agreements, and such payments are currently not made under or pursuant to any other plan of the company, including without limitation the the Amended 2005 Plan. In February 2025, the Compensation Committee reviewed the named executive officers’ performance during 2024 and awarded cash performance bonuses to each of the named executive officers based on the achievement of pre-established targets, which were based on our achievement of Adjusted Operating Income targets on a pro-forma, constant-currency basis. In general, annual cash bonus eligibility for the named executive officers’ key reports was also based on Adjusted Operating Income in order to encourage a coordinated approach to managing the company consistent with our compensation philosophy. We believe that Adjusted Operating Income is one of the most important indicators of company performance and one of the primary metrics on which the company’s performance is evaluated by financial analysts and the investment community generally. Internally, we review Adjusted Operating Income on a pro-forma and constant-currency basis to evaluate the performance of our operating segments, and believe that this metric assists investors by allowing them to evaluate changes in the operating results of our businesses separate from non-operational factors that affect net income, thus providing insights into both operations and the other factors that affect reported results. In February 2025 each named executive officer was awarded a cash performance bonus in respect of performance in 2024 as follows: Michael Rapino. Under the terms of his employment agreement, Mr. Rapino is eligible to receive an annual cash performance bonus with a target amount equal to $17,000,000 during the calendar year in which the bonus was earned based on the achievement of performance targets established by the Compensation Committee (with a range to be established for achievement above or below such targets). Mr. Rapino’s cash bonus eligibility for 2024 was based on the achievement of a company Adjusted Operating Income target. In February 2024, the Compensation Committee set for Mr. Rapino a target cash performance bonus of $17,000,000, based on the achievement of $2,025 million of company Adjusted Operating Income for the year, with the actual bonus to range between $15,300,000 and $18,700,000 for achievement of between 90% and 110% of such performance target, scaled based on straight-line interpolation. In February 2025, the Compensation Committee determined that the company had achieved 109% of its Adjusted Operating Income performance target on a pro-forma, constant-currency basis. Accordingly, the Compensation
Cash Performance Bonuses
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Cash Performance Bonuses
Committee awarded Mr. Rapino a cash performance bonus of $18,483,407 for 2024, representing the bonus amount due for attainment of 109% of targeted Adjusted Operating Income for the year. Joe Berchtold. Under the terms of his employment agreement, Mr. Berchtold is eligible to receive an annual cash performance bonus with a target equal to 200% of his base salary based on the achievement of performance targets established by the Compensation Committee. Mr. Berchtold’s cash bonus eligibility for 2024 was based on the achievement of a company Adjusted Operating Income target. In February 2024, the Compensation Committee set a target cash performance bonus of $4,000,000 for Mr. Berchtold, based on the achievement of $2,025 million of company Adjusted Operating Income for the year, with the actual bonus to range between $3,600,000 and $4,400,000 for achievement of between 90% and 110% of such performance target, scaled based on straight-line interpolation. In February 2025, the Compensation Committee determined that the company had achieved 109% of its Adjusted Operating Income performance target on a pro-forma, constant-currency basis. As a result, the Compensation Committee awarded Mr. Berchtold a cash performance bonus of $4,349,037 for 2024, representing the bonus amount due for attainment of 109% of targeted Adjusted Operating Income for the year. Brian Capo. Mr. Capo is eligible to receive an annual cash performance bonus with a target equal to 50% of his base salary based on the achievement of performance targets established by the Compensation Committee. Mr. Capo’s cash bonus eligibility for 2024 was based on the achievement of a company Adjusted Operating Income target. In February 2024, the Compensation Committee set a target cash performance bonus of $225,000 for Mr. Capo, based on the achievement of $2,025 million of company Adjusted Operating Income for the year, with the actual bonus to range between $202,500 and $225,000 for achievement of between 90% and 100% of such performance target, scaled based on straight-line interpolation. In February 2025, the Compensation Committee determined that the company had achieved 109% of its Adjusted Operating Income performance target on a pro-forma, constant-currency basis. As a result, the Compensation Committee awarded Mr. Capo a cash performance bonus of $225,000 for 2024, representing 100% of his targeted cash bonus for the year. John Hopmans. Under the terms of his employment agreement, Mr. Hopmans is eligible to receive an annual cash performance bonus with a target equal to 100% of his base salary based on the achievement of performance targets established by the Compensation Committee. Mr. Hopmans’ cash bonus eligibility for 2024 was based on the achievement of a company Adjusted Operating Income target. In February 2024, the Compensation Committee set a target cash performance bonus of $1,500,000 for Mr. Hopmans, based on the achievement of $2,025 million of company Adjusted Operating Income for the year, with the actual bonus to range between $1,350,000 and $1,500,000 for achievement of between 90% and 100% of such performance target, scaled based on straight-line interpolation. In February 2025, the Compensation Committee determined that the company had achieved 109% of its Adjusted Operating Income performance target on a pro-forma, constant-currency basis. As a result, the Compensation Committee awarded Mr. Hopmans a cash performance bonus of $1,500,000 for 2024, representing 100% of his targeted cash bonus for the year. Michael Rowles. Under the terms of his employment agreement, Mr. Rowles is eligible to receive an annual cash performance bonus with a target equal to 150% of his base salary based on the achievement of performance targets established by the Compensation Committee. Mr. Rowles’ cash bonus eligibility for 2024 was based on the achievement of a company Adjusted Operating Income target. In February 2024, the Compensation Committee set a target cash performance bonus of $1,650,000 for Mr. Rowles, based on the achievement of $2,025 million of company Adjusted Operating Income for the year, with the actual bonus to range between $1,485,000 and $1,650,000 for achievement of between 90% and 100% of such performance target, scaled based on straight-line interpolation. In February 2025, the Compensation Committee determined that the company had achieved 109% of its Adjusted Operating Income performance target on a pro-forma, constant-currency basis. As a result, the Compensation Committee awarded Mr. Rowles a cash performance bonus of $1,650,000 for 2024, representing 100% of his targeted cash bonus for the year.
Cash Performance Bonuses
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Long-Term Equity Incentive Awards
Long-Term Equity Incentive Awards
Overview
Overview From time to time, we grant long-term equity incentive awards to the named executive officers in an effort to reward long-term performance, to promote retention, to allow them to participate in our long-term growth and profitability, and to align their interests with those of our stockholders, each in keeping with our compensation philosophy. All long-term equity awards to named executive officers are granted under our stock incentive plans and approved by the Compensation Committee. The Compensation Committee administers the stock incentive plans, including approving award recipients, setting the exercise price, if any, of awards, fixing all other terms and conditions of awards and interpreting the provisions of the stock incentive plans. The following equity awards, among others, may be granted under the stock incentive plans:
Overview
| • | stock options; |
Overview
| • | restricted stock; |
Overview
| • | restricted stock units; |
Overview
| • | performance-based cash and equity awards ( e.g. , performance shares). |
Long-Term Equity Awards in 2024
Long-Term Equity Awards in 2024 Michael Rapino. Pursuant to the terms of his employment agreement, Mr. Rapino is eligible to receive an annual performance-based equity incentive award with a target value of not less than $10 million, based on the attainment of strategic performance targets established annually by the Compensation Committee. In March 2023, the Compensation Committee set a target value of $10 million for this award for 2023, and established three classes of strategic goals pertaining to regulatory affairs (50%), leadership development (25%), and workforce (25%), all of which were considered important achievements to drive long-term success. The regulatory affairs goals involved continuing to elevate and create transparency around Live Nation’s strategy and its work in relation to legislative priorities. The leadership development goal involved identifying and developing key high potentials, while increasing the number of leadership trainings and adding tools and services to develop leaders within the company. The workforce goal involved enhancing culture and offering executive and staff training around inclusion. Each goal had at least three objectively-measurable deliverables associated with it in order for the Compensation Committee to gauge whether the goals were met. The Committee additionally met with Mr. Rapino prior to year-end to discuss and evaluate his progress toward these goals. On February 28, 2024, the committee determined that Mr. Rapino had attained 100% on the regulatory affairs and leadership development goals, and 83% on the workforce goal for an overall attainment of 96%, and as a result he was issued 103,941 shares of restricted common stock (having a value equal to $9,600,000 based on the average closing price for the ten trading days preceding such issuance, per the terms of his employment agreement), with 50% of such shares vested on the issuance thereof and the remaining 50% vested on February 28, 2025. Notwithstanding that it was made in respect of 2023 performance, this grant is considered compensation in respect of 2024 under the SEC’s rules, and thus is included in the Summary Compensation Table below for 2024. Joe Berchtold. Mr. Berchtold was not granted equity awards in 2024. Brian Capo. On February 28, 2024, as part of a broader set of grants made to certain of our executive officers and other key employees, Mr. Capo was granted 2,405 shares of restricted common stock. The shares of restricted stock have vesting as follows: (i) if the company achieved $2,025 million or more of Adjusted Operating Income in 2024, then 50% of such shares would vest on each of March 31, 2025 and March 31, 2026, (ii) if the company achieved less than $1,822.5 million in Adjusted Operating Income in 2024, then all of such shares would be forfeited, and (iii) if the
Long-Term Equity Awards in 2024
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Long-Term Equity Awards in 2024
company achieved at least $1,822.5 million but less than $2,025 million in Adjusted Operating Income in 2024, then a percentage of such shares would vest in accordance with a straight-line scale, with one-half vesting on each of March 31, 2025 and March 31, 2026 (with any remaining portion of the shares forfeited). The vesting of the shares of restricted stock are subject to Mr. Capo’s continued employment with the company. In February 2025, the Compensation Committee determined that the company had achieved 109% of its Adjusted Operating Income performance target on a pro-forma, constant-currency basis. As a result, 1,202 of these shares vested on March 31, 2025 and the remaining 1,203 shares will vest on March 31, 2026, subject to Mr. Capo’s continued employment with the company. John Hopmans. Mr. Hopmans was not granted equity awards in 2024. Michael Rowles. Mr. Rowles was not granted equity awards in 2024.
Timing of Equity Grants
Timing of Equity Grants The company does not currently utilize stock options as part of its compensation program. For all types of awards, the Compensation Committee currently does not utilize formal guidelines regarding the timing of equity award grants. However, in the event that material non-public information becomes known to the Compensation Committee prior to granting an equity award, the Compensation Committee will take the existence of such information into consideration and make an assessment in its business judgment whether to delay the grant of any proposed equity award in order to avoid any impropriety. In 2024, the company did not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.
Performance Metrics
Performance Metrics With his 2022 employment agreement renewal, our Chief Executive Officer’s incentive/performance-based compensation was designed to utilize disparate/non-overlapping performance metrics in order for such compensation to be realized. Annual cash bonus opportunity is based on Adjusted Operating Income, vesting of the one-time award of performance shares is based on attainment of stock price targets, and vesting of the annual performance-based equity incentive award is based on strategic performance goals set each year by the Compensation Committee. As noted above, in February 2025, the Compensation Committee formally determined to utilize disparate/non-overlapping performance metrics for short-term and long-term incentive compensation for all executive officers, and for 2025 no executive officer will have identical/overlapping performance metrics for determining these compensation elements.
Tax and Accounting Considerations
Tax and Accounting Considerations Tax Considerations Section 162(m) of the Internal Revenue Code, as amended, places a limit of $1 million on the amount of compensation we may deduct for federal income tax purposes in any one year with respect to our Chief Executive Officer, Chief Financial Officer and the next three most highly compensated officers, who are referred to as the Covered Persons. While the tax impact of any compensation arrangement is one factor to be considered in determining appropriate compensation, such impact is evaluated in light of the Compensation Committee’s overall compensation philosophy and objectives. For these and other reasons, including preservation of flexibility in compensating the named executive officers in a manner designed to promote varying corporate goals, the Compensation Committee did not, during 2024, limit executive compensation to that which is deductible under Section 162(m) of the Internal Revenue Code and has not adopted a policy requiring all compensation to be structured in this manner. The Compensation Committee also endeavors to structure executive officers’ compensation in a manner that is either compliant with, or exempt from the application of, Internal Revenue Code Section 409A, which provisions may impose significant additional taxes on non-conforming, nonqualified deferred compensation (including certain equity awards, severance, incentive compensation, traditional deferred compensation and other payments). Again, the tax impact of any compensation arrangement is one factor to be considered in determining appropriate compensation, and such impact is evaluated in light of the Compensation Committee’s overall compensation philosophy and objectives. Accounting Considerations The Compensation Committee, when advised by management, also considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to equity compensation awards. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives, but will consider any changes in light of our overall compensation philosophy.
Compensation Committee Interlocks and Insider Participation
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($)* | | Michael Rapino President, Chief Executive Officer and Director | 2024 | 3,000,000 | — | 9,799,557 | — | 18,483,407 | 1,677,773 | 32,960,737 | | | 2023 | 3,000,000 | — | — | — | 18,700,000 | 1,738,317 | 23,438,317 | | | 2022 | 3,000,000 | 6,000,000 | 116,741,758 | — | 12,000,000 | 1,263,807 | 139,005,565 | | Joe Berchtold President and Chief Financial Officer | 2024 | 2,000,000 | — | — | — | 4,349,037 | 74,935 | 6,423,972 | | | 2023 | 2,000,000 | — | — | — | 4,400,000 | 85,940 | 6,485,940 | | | 2022 | 1,300,000 | 6,000,000 | 42,401,504 | — | 2,600,000 | 54,591 | 52,356,095 | | Brian Capo Chief Accounting Officer(6) | 2024 | 450,000 | — | 226,743 | — | 225,000 | — | 901,743 | | | 2023 | 425,000 | — | 152,523 | — | 137,500 | — | 715,023 | | | 2022 | 425,000 | — | — | — | 137,500 | — | 562,500 | | John Hopmans Executive Vice President | 2024 | 1,500,000 | — | — | — | 1,500,000 | 12,980 | 3,012,980 | | | 2023 | 981,725 | — | 21,392,825 | — | 981,725 | 11,005 | 23,367,280 | | | 2022 | 981,725 | — | 3,706,691 | — | 981,725 | — | 5,670,141 | | Michael Rowles General Counsel and Secretary | 2024 | 1,100,000 | — | — | — | 1,650,000 | 31,954 | 2,781,954 | | | 2023 | 1,100,000 | — | — | — | 1,650,000 | 78,768 | 2,828,768 | | | 2022 | 800,000 | — | 5,495,096 | — | 800,000 | 52,489 | 7,147,585 |
Determination Regarding Absence of Erroneously Awarded Compensation
| (3) “Compensation actually paid” (CAP) to our CEO in each of 2024, 2023, 2022, 2021, and 2020 reflects the respective amounts set forth in the SCT column of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. |
Pay versus Performance Descriptive Disclosure
Pay versus Performance Descriptive Disclosure We chose Adjusted Operating Income as our Company Selected Measure for evaluating Pay versus Performance because it is used to determine our NEOs’ cash performance bonus opportunity. We believe that Adjusted Operating Income is one of the primary metrics on which the company’s performance is evaluated by financial analysts and the investment community generally.
Pay versus Performance Descriptive Disclosure
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Pay versus Performance Descriptive Disclosure
The company’s TSR performance outpaced that of our peers from 2021 to 2023, but lagged our peers in 2020 and 2024. In 2020, the company was particularly impacted by the COVID-19 pandemic, with its operations shut down for most of that year. There is a positive relationship between TSR and Compensation Actually Paid (CAP) for all NEOs as a group between 2020 and 2021, 2021 and 2022, 2022 and 2023, and 2023 and 2024.
Pay versus Performance Descriptive Disclosure
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Pay versus Performance Descriptive Disclosure
Between 2020 and 2021, between 2022 and 2023, and between 2023 and 2024, there is a positive relationship between Net Income and CAP for all NEOs as a group, and between 2021 and 2022, there is an inverse relationship between Net Income and CAP for all NEOs as a group. The increase in Net Income between 2020 and 2024 did not directly correlate to CAP for all years because Net Income is not a metric used in determining either cash performance bonus opportunities for our NEOs or the vesting of restricted stock awards granted to them, and due to CAP being driven up by a large positive change in the fair value of equity awards granted in prior years that remained unvested in 2021 that was driven by strong stock price performance for the company in 2021. Similarly, there is a positive relationship between Adjusted Operating Income and CAP for all NEOs as a group between 2020 and 2021, between 2022 and 2023, and between 2023 and 2024. There was an inverse relationship for all NEOs as a group between 2021 and 2022. This trend was also driven by 2021, where the company’s strong stock performance resulted in a large positive change in the fair value of equity awards granted in prior years that remained unvested, thus driving up CAP for all NEOs as a group relative to the preceding and following years.
Pay versus Performance Descriptive Disclosure
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Pay versus Performance Tabular List
Pay versus Performance Tabular List Listed below are the financial and non-financial performance measures which in our assessment represent the most important financial and non-financial performance measures we use to link the CAP of our named executive officers, for 2024, to the company’s performance. The company had only two such measures that were actually used or considered by the Compensation Committee in 2024.
Pay versus Performance Tabular List
| Measure | Nature | Explanation | | Adjusted Operating Income (Loss) | Financial measure | We use AOI to evaluate the performance of the company and define AOI as operating income (loss) before certain acquisition expenses (including ongoing legal costs stemming from the Ticketmaster merger, changes in the fair value of accrued acquisition-related contingent consideration obligations, and acquisition-related severance and compensation), amortization of non-recoupable ticketing contract advances, depreciation and amortization (including goodwill impairment), loss (gain) on disposal of operating assets, and stock-based compensation expense. We also exclude from AOI the impact of estimated or realized liabilities for settlements or damages arising out of the Astroworld matter that exceed our estimated insurance recovery, due to the significant and non-recurring nature of the matter. Ongoing legal costs associated with defense of these claims, such as attorney fees, are not excluded from AOI. AOI assists investors by allowing them to evaluate changes in the operating results of our portfolio of businesses separate from non-operational factors that affect net income (loss), thus providing insights into both operations and the other factors that affect reported results. Cash performance bonuses and the vesting of restricted stock awards to NEOs are both tied to AOI. | | Stock Price | Financial measure | We have performance share awards for certain NEOs, the vesting of which is tied to the company’s stock price. |
Pay versus Performance Tabular List
| | 2025 Proxy Statement | 67 |
Pay versus Performance Tabular List
Live Nation grew into a Fortune 500 company and the global leader in live entertainment in part by continually taking steps to improve our business and the impact we have. Our board of directors as well as the Audit and Nominating and Governance Committees of our board of directors exercise oversight responsibility for the environmental, social and governance aspects of our business. We strive to serve the best interests of our stockholders, while also honoring the needs of our artists, fans, employees, business partners, and the communities our events call home. We strongly believe adapting our community impact alongside our business fundamentals sets us up to thrive long term. In 2024, Live Nation Entertainment put on more than 50,000 concerts and hundreds of festivals for over 150 million fans in 45+ countries. We have the most influence over events playing in venues that we own or operate. For events playing in third-party venues, we look to share recommendations to help artists and operators implement industry best practices.
Pay versus Performance Tabular List
| | Supporting Sustainability |
Pay versus Performance Tabular List
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Pay versus Performance Tabular List
Our Green Nation Charter takes a holistic approach to improving environmental impacts across our events in line with the UN’s Sustainable Development Goals, addressing key areas within climate change, resource efficiency, and public engagement. In 2023, we completed our first Scope 1 & 2 greenhouse gas emissions inventory and are in the process of developing a roadmap for emissions reductions and climate risk mitigation. We continue to refine our strategy, collaborate with global partners, and integrate sustainability into our operations to drive lasting impact. Some of the key initiatives and accomplishments to date within each are: