DEF 14A of Live Nation Entertainment, Inc., Apr 29, 2024

DEF 14A of Live Nation Entertainment, Inc.

Filed Apr 29, 2024 · FY20230001335258-24-000060

Open on EDGAR

  1. Director Nominees

    Director Nominees The board of directors is soliciting approval of the following director nominees: • Maverick Carter • Ping Fu • Jeffrey T. Hinson • Chad Hollingsworth • James Iovine • James S. Kahan • Gregory B. Maffei • Randall T. Mays • Richard A. Paul • Michael Rapino • Latriece Watkins 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 2025 or until their successors are elected or their earlier resignation or removal. All eleven director nominees are current members of the board of directors and are standing for re-election. 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.

  2. Director Nominees

    | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH NAMED DIRECTOR NOMINEE. |

  3. General Information About the Board of Directors

    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.

  4. Maverick Carter

    Maverick Carter •Age: 42 •Professional Background: Mr. Carter has served as a member of our board of directors since December 2018. As CEO of The SpringHill Company, Mr. Carter has made a pioneering commitment to developing authentic, award-winning content spanning several platforms including digital, documentary and feature films all with a common thread of important, aspirational storytelling. The SpringHill Company owns notable brands including athlete empowerment brand UNINTERRUPTED and its More Than movement and the trailblazing hit show for leading cultural conversations, The Shop. As the long-time manager of LeBron James’ business interests, Mr. Carter was instrumental in securing his lifetime deal with Nike, the largest single-athlete guarantee and the first lifetime commitment in the company’s history. Carter also played a key role in the growth of LRMR Ventures, the venture company that holds and oversees all of Carter’s and James’ current investments and business assets. 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. Currently, Mr. Carter serves as a board member of The Red Sox Foundation, a board member of privately-held Equinox Group, and a board member of The LeBron James Family Foundation, which is committed to creating generational change in his hometown of Akron, Ohio, a board member of the non-profit After School All Stars, and a board member of Flipper’s Roller Boogie Palace. He also serves as an advisor to Tetavi, Front Office Sports, and Kitch. Mr. Carter attended Western Michigan University. •Board Membership 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.

  5. Ping Fu

    Ping Fu •Age: 65 •Professional Background: Ms. Fu has served as a member of our board of directors since June 2018. Ms. Fu currently serves as a director of The Long Now Foundation, Gem and Bolt LLC, and Burning Man Project. Previously, she served as Chief Entrepreneur Officer of 3D Systems Corporation from 2013 to 2016. From 1997 until its acquisition by 3D Systems in 2013, Ms. Fu was Chief Executive Officer of Geomagic, Inc. Before co-founding Geomagic, Ms. Fu was program manager of visualization at the National Center for Supercomputing Applications, where she was part of the team that initiated and managed the NCSA Mosaic software project that led to Netscape and Internet Explorer. She has more than 20 years of software industry experience in database, networking, 3D printing, geometry processing and computer graphics. •Other Current Public Company Directorships: Ms. Fu has served as a director of Capstone Green Energy Corporation since 2021. •Board Membership 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.

  6. Jeff Hinson

    Jeff Hinson •Age: 69 •Professional 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. •Board Membership 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.

  7. Chad Hollingsworth

    Chad Hollingsworth •Age: 47 •Professional Background: Mr. Hollingsworth has served as a member of our board of directors since June 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. •Board Membership 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.

  8. Jimmy Iovine

    Jimmy Iovine •Age: 71 •Professional 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. •Board Membership 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.

  9. Jim Kahan

    Jim Kahan •Age: 76 •Professional 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. •Board Membership 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.

  10. Greg Maffei

    Greg Maffei •Age: 63 •Professional Background: Mr. Maffei has served as a member of our board of directors since 2011 and as our Chairman of the Board since 2013. Mr. Maffei has served as the President and Chief Executive Officer of Liberty Media Corporation (including its predecessor) since May 2007, Liberty TripAdvisor Holdings since July 2013, Liberty Broadband Corporation since June 2014, Liberty Media Acquisition Corporation since November 2020, and Atlanta Braves Holding, Inc. since December 2022. Mr. Maffei also served as the President and Chief Executive officer of GCI Liberty, Inc. from March 2018 until December 2020, and Qurate Retail, Inc. (including its predecessor) from February 2006 until March 2018, having previously served as its CEO-Elect from November 2005 through February 2006. Prior thereto, Mr. Maffei served as President and Chief Financial Officer of Oracle Corporation, Chairman, President and Chief Executive Officer of 360networks Corporation, and Chief Financial Officer of Microsoft Corporation. Mr. Maffei has served as a Trustee of Dartmouth College since 2014. •Other Current Public Company Directorships: Mr. Maffei has served as a director of Liberty Media Corporation since 2007; the Chairman of the Board of Qurate Retail, Inc. since 2018 (director since 2005); the Chairman of the Board of Liberty TripAdvisor Holdings, Inc. since 2015 (director since 2013); a director of Liberty Broadband Corporation since 2014; a director of Liberty Media Acquisition Corporation since 2020; the Chairman of the Board of Atlanta Braves Holdings, Inc. since July 2023 (director since December 2022); the Chairman of the Board of TripAdvisor, Inc. since 2013; the Chairman of the Board of Sirius XM Holdings Inc. since 2013 (director since 2009); a director of Zillow Group, Inc. and its predecessors since 2005; and a director of Charter Communications, Inc. since 2013. •Board Membership Qualifications: Mr. Maffei’s qualifications as a director include his professional background and experience, his leadership and reputation in the technology, media and communications sectors, previously held senior executive-level positions, and his service on other public and private company boards. He provides executive leadership perspective on the operations and management of large public companies and risk management principles. Mr. Maffei was nominated as a director by Liberty Media pursuant to the terms of the Liberty Stockholder Agreement.

  11. Randall Mays

    Randall Mays •Age: 58 •Professional Background: Mr. Mays has served as a member of our board of directors since our formation in 2005. 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 Current Public Company Directorships: Mr. Mays has served as a director and Co-Chairman of BlueRiver Acquisition Corp., a special purpose acquisition company, since October 2020. •Board Membership 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.

  12. Richard A. Paul

    Richard A. Paul •Age: 43 •Professional 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. •Other Current Public Company Directorships: Mr. Paul has served as a director of Designer Brands Inc. since 2022. •Board Membership 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.

  13. Michael Rapino

    Michael Rapino •Age: 58 •Professional 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 Current Public Company Directorships: Mr. Rapino has served as a director of Sirius XM Holdings Inc. since 2018. •Board Membership 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.

  14. Latriece Watkins

    Latriece Watkins •Age: 49 •Professional Background: Latriece Watkins has served as a member of our board of directors since September 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. •Board Membership 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.

  15. Executive Committee

    | DIRECTOR COMPENSATION |

  16. 2023 Director Compensation Table

    2023 Director Compensation Table The following table shows compensation paid to the members of our board of directors for the fiscal year ended December 31, 2023.

  17. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) | | Maverick Carter | 107,250 | 205,663 | 312,913 | | Ping Fu | 118,500 | 205,663 | 324,163 | | Jeff Hinson | 136,500 | 205,663 | 342,163 | | Chad Hollingsworth | 127,500 | 205,663 | 333,163 | | Jimmy Iovine | 112,500 | 205,663 | 318,163 | | Jim Kahan | 118,500 | 205,663 | 324,163 | | Greg Maffei (2) | 97,500 | 390,793 | 488,293 | | Randall Mays | 128,250 | 205,663 | 333,913 | | Richard A. Paul (3) | 86,250 | 231,559 | 317,809 | | Michael Rapino | — | — | — | | Latriece Watkins | 108,750 | 205,663 | 314,413 | | Dana Walden (4) | 52,500 | — | 52,500 |

  18. 2023 Director Compensation Table

    | (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, 2023. 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.” | | (2) Mr. Maffei elected to receive his non-executive Chairman of the Board retainer in shares of restricted stock. | | (3) Mr. Paul was appointed to the Board of Directors in April 2023. | | (4) Ms. Walden retired from the Board of Directors in June 2023. |

  19. 2023 Director Compensation Table

    | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |

  20. 2023 Compensation Decisions

    2023 Compensation Decisions Our key executive compensation decisions in 2023 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, setting qualitative performance goals for our CEO in respect of an annual performance share award under his employment agreement, as well as determining the form and amount of stock-based awards for two 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 (three 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 employment agreement renewals). Additionally, we entered into an employment agreement with one of our named executive officers to secure his services for the near future as we continue to execute on our strategic plan. Overall, we achieved 120% 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 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 grow 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 2023 the Compensation Committee set aggressive performance targets for the vesting of the discretionary annual grant of restricted stock made to certain 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 new employment agreements entered into in 2022 and 2023, is tied to the attainment of aggressive stock price targets.

  21. 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 2023 Annual Meeting of Stockholders, a majority (53.6%) of the votes cast (excluding abstentions and broker non-votes) were against the advisory proposal (“say on pay”) to approve executive compensation. In contrast, at the 2020 Annual Meeting of Stockholders, where the say on pay vote immediately prior to the 2023 vote was held, over 94% of the votes cast (excluding abstentions and broker non-votes) were in favor of the say on pay proposal. As the core elements of our compensation program were virtually the same when these two disparate voting results were reached, the Compensation Committee believes that the negative vote in 2023 was 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, including signing cash bonuses, time-based equity awards, and the size of the performance-based share award. These elements were identified by Institutional Shareholder Services Inc. (“ISS”), a firm that advises its subscribing institutional customers on proxy voting, in its 2023 Proxy Analysis & Benchmark Policy Voting Recommendations for the company as 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 2023 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 2023 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 2023 Annual Meeting, approximately twenty stockholders were contacted specifically regarding these matters, and eight such stockholders agreed to discuss and provide their feedback. These eight stockholders represented well over 50% of our shares outstanding at the time of the 2023 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, held meetings with four of our largest stockholders, representing approximately 48% of our shares outstanding. 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, composition of compensation as between cash and stock, and the frequency of say on pay votes going forward. 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 questioned the rigor of stock-price performance targets used and the traditional reliance on a single metric (AOI) in both the long and short term compensation elements utilized by the company. Many stockholders indicated that they would or did follow the voting recommendation of ISS as a matter of policy. In this context, the Compensation Committee does not consider the 2023 say on pay results to be a rejection of the company’s core compensation program, but rather a response to unique circumstances present in 2022 (the fiscal year covered by the 2023 say on pay vote). The Compensation Committee considered how it could address the concerns underlying the vote; rescission of the contractual signing bonuses and time-based equity awards could not be done unilaterally and was not practicable given that those awards resulted from robust negotiations with long-serving executives with a proven track record of success that the company was eager to retain. Going forward, the Compensation Committee will strongly consider the necessity and appropriateness of those types of awards. To this end, when another of the company’s named executive officers renewed his employment agreement in late 2023, the agreement did not contain either a cash signing bonus or time-based equity awards—the only one-time awards were performance shares with aggressive stock price targets for their vesting. In addition, the Compensation Committee does not believe that the performance share awards granted to the Chief Executive Officer and to the President/Chief Financial Officer in connection with the renewal of their employment agreements were excessive; rather, such awards, which vest only upon the attainment of aggressive stock price targets, incentivize meaningful stock price growth and fully align the interests of the executives with those of our shareholders. These awards were designed to deliver, annualized over the term of the executives’ employment agreements, total direct compensation that fits within the range of peer practices, with the vesting scales designed to deliver similar target values of awards at each stock price target, rather than having an award that is front-loaded. As discussed below under “Use of Non-Overlapping Performance Metrics,” our Chief Executive Officer’s incentive/performance-based compensation now uses three separate and distinct performance metrics for different elements of compensation, as opposed to reliance on AOI for all. More generally, following last year’s say on pay vote, in an effort to better align with our stockholders’ viewpoints, our team has designed a more proactive stockholder engagement plan to foster a better ongoing open dialogue for stockholders to convey these viewpoints to management and our Board of Directors.

  22. •78% Performance-Based Non-Equity Incentive Plan

    •78% Performance-Based Non-Equity Incentive Plan

  23. Use of Employment Agreements

    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 56.

  24. Compensation Program Components

    Compensation Program Components Our executive compensation program traditionally consists of the following components: •base salary; •cash performance bonuses; •long-term equity incentive awards; and •employee benefits and other perquisites. 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 its chief executive officer and chief financial officer.

  25. 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 Existing 2005 Plan or the Amended 2005 Plan. In February 2024, the Compensation Committee reviewed the named executive officers’ performance during 2023 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 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 2024 each named executive officer was awarded a cash performance bonus in respect of performance in 2023 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 $17.0 million 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 performance bonus eligibility for 2023 was based on the achievement of a company Adjusted Operating Income target. In March 2023, the Compensation Committee set for Mr. Rapino a target cash performance bonus of $17.0 million, based on the achievement of $1,510 million of company Adjusted Operating Income for the year, with the actual bonus to range between $15.3 million and $18.7 million for achievement of between 90% and 110% of such performance target, scaled based on straight-line interpolation. In February 2024, the Compensation Committee determined that the company had achieved 120% of its Adjusted Operating Income performance target on a pro-forma, constant-currency basis. Accordingly, the Compensation Committee awarded Mr. Rapino a cash performance bonus of $18,700,000 for 2023, representing the bonus amount due for attainment of 110% (which was the maximum upward scaling) 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 2023 was based on the achievement of company Adjusted Operating Income. In March 2023, the Compensation Committee set a target bonus of $4,000,000 for Mr. Berchtold based on the achievement of $1,510 million of company Adjusted Operating Income for the year, with the actual bonus to range between $3.6 million and $4.4 million for achievement of between 90% and 110% of such performance target, scaled based on straight-line interpolation. In February 2024, the Compensation Committee determined that the company had achieved 120% 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 $4,400,000 for 2023, representing the bonus amount due for attainment of 110% (which was the maximum upward scaling) 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 2023 was based on the achievement of company Adjusted Operating Income. In March 2023, the Compensation Committee set a target bonus of $212,500 for Mr. Capo based on the achievement of $1,510 million of company Adjusted Operating Income for the year, with the actual bonus to range between $191,250 and $212,500 for achievement of between 90% and 100% of such performance target, scaled based on straight-line interpolation. In February 2024, the Compensation Committee determined that the company had achieved 120% 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 $212,500 for 2023, representing 100% of his targeted cash bonus for the year. However, $75,000 of this amount was withheld as repayment of the remaining amount owed from a 2021 cash bonus advance Mr. Capo received. As the full amount of the cash bonus advance was previously reported as compensation for 2021, only the net amount Mr. Capo actually received after repayment ($137,500) is considered 2023 compensation. 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 2023 was based on the achievement of company Adjusted Operating Income. In March 2023, the Compensation Committee set a target bonus of $981,725 for Mr. Hopmans, based on the achievement of $1,510 million of company Adjusted Operating Income for the year, with the actual bonus to range between $883,553 and $981,725 for achievement of between 90% and 100% of such performance target, scaled based on straight-line interpolation. In February 2024, the Compensation Committee determined that the company had achieved 120% 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 $981,725 for 2023, 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 2023 was based on the achievement of company Adjusted Operating Income. In March 2023, the Compensation Committee set a target bonus of $1,650,000 for Mr. Rowles, based on the achievement of $1,510 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.

  26. Cash Performance Bonuses

    In February 2024, the Compensation Committee determined that the company had achieved 120% 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 2023, representing 100% of his targeted cash bonus for the year.

  27. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards

  28. 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: •stock options; •restricted stock; •restricted stock units; •deferred stock; •stock appreciation rights; and •performance-based cash and equity awards (e.g., performance shares).

  29. Long-Term Equity Awards in 2023

    Long-Term Equity Awards in 2023 Michael Rapino. Mr. Rapino was not granted equity awards in 2023. 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 qualitative performance targets established annually by the Compensation Committee. In March 2023, the Compensation Committee set a target value of $10 million for this award, and established three classes of qualitative goals pertaining to diversity, leadership development and regulatory affairs. On February 28, 2024, the committee determined that Mr. Rapino had overall attained 96% on these three goals, 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 vesting on the issuance thereof and the remaining 50% to vest on February 28, 2025, subject to Mr. Rapino’s continued employment with the company. 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 not included in the Summary Compensation Table below, but will instead be included in such table in respect of 2024 in the company’s 2025 proxy statement. Joe Berchtold. Mr. Berchtold was not granted equity awards in 2023. Brian Capo. On March 20, 2023, as part of a broader set of grants made to certain of our executive officers and other key employees, Mr. Capo was granted 2,242 shares of restricted common stock. The shares of restricted stock have vesting as follows: (i) if the company achieved $1,510 million or more of Adjusted Operating Income in 2023, then 50% of such shares would vest on each of March 31, 2024 and March 31, 2025, (ii) if the company achieved less than $1,359 million in Adjusted Operating Income in 2023, then all of such shares would be forfeited, and (iii) if the company achieved at least $1,359 million but less than $1,510 million in Adjusted Operating Income in 2023, then a percentage of such shares would vest in accordance with a straight-line scale, with one-half vesting on each of March 31, 2024 and March 31, 2025 (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 2024, the Compensation Committee determined that the company had achieved 120% of its Adjusted Operating Income performance target on a pro-forma, constant-currency basis. As a result, 1,121 of these shares vested on March 31, 2024 and the remaining 1,121 shares will vest on March 31, 2025, subject to Mr. Capo’s continued employment with the company. John Hopmans. On March 20, 2023, as part of a broader set of grants made to certain of our executive officers and other key employees, Mr. Hopmans was granted 14,798 shares of restricted common stock. The shares of restricted stock have vesting as follows: (i) if the company achieved $1,510 million or more of Adjusted Operating Income in 2023, then 50% of such shares would vest on each of March 31, 2024 and March 31, 2025, (ii) if the company achieved less than $1,359 million in Adjusted Operating Income in 2023, then all of such shares would be forfeited, and (iii) if the company achieved at least $1,359 million but less than $1,510 million in Adjusted Operating Income in 2023, then a percentage of such shares would vest in accordance with a straight-line scale, with one-half vesting on each of March 31, 2024 and March 31, 2025 (with any remaining portion of the shares forfeited). The vesting of the shares of restricted stock are subject to Mr. Hopmans’ continued employment with the company. In February 2024, the Compensation Committee determined that the company had achieved 120% of its Adjusted Operating Income performance target on a pro-forma, constant-currency basis. As a result, 7,399 of these shares vested on March 31, 2024 and the remaining 7,399 shares will vest on March 31, 2025, subject to Mr. Hopmans’ continued employment with the company. On October 11, 2023, pursuant to the terms of his new employment agreement, Mr. Hopmans was granted an award of performance shares targeted at 289,300 shares. The performance shares will vest and be settled in shares of restricted stock from time to time during a performance period running from January 1, 2024 through December 31, 2028 upon attainment of various stock price targets for a period of 60 days, with the actual number of shares earned ranging from 0% to 100% of the target award amount. The shares of restricted stock issued in respect of vested performance shares will vest as follows: (i) 50% will vest on the date of attainment of the corresponding stock price target, (ii) 20% will vest on the first anniversary of such attainment date, (iii) 20% will vest on the second anniversary of such attainment date, and (iv) the remaining 10% will vest on the third anniversary of such attainment date (to the extent such anniversary occurs before December 31, 2028). To the extent any earned performance shares remain unvested as of December 31, 2028, such shares will vest on December 31, 2028. The vesting of the performance shares are subject to Mr. Hopmans’ continued employment with the company. Michael Rowles. Mr. Rowles was not granted equity awards in 2023.

  30. Timing of Equity Grants

    Timing of Equity Grants 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.

  31. Use of Non-Overlapping Performance Metrics

    Use of Non-Overlapping 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 qualitative performance goals set each year by the Compensation Committee.

  32. 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 2023, 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.

  33. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth summary information concerning the compensation for each of our named executive officers for all services rendered in all capacities to us during the fiscal years ended December 31, 2023, 2022 and 2021.

  34. 2023 Summary Compensation Table

    | 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 | 2023 | 3,000,000 | — | — | — | 18,700,000 | 1,738,317 | 23,438,317 | | President, Chief Executive | 2022 | 3,000,000 | 6,000,000 | 116,741,758 | — | 12,000,000 | 1,263,807 | 139,005,565 | | Officer and Director | 2021 | 2,562,500 | — | 10,584,334 | — | — | 695,630 | 13,842,464 | | Joe Berchtold | 2023 | 2,000,000 | — | — | — | 4,400,000 | 85,940 | 6,485,940 | | President and | 2022 | 1,300,000 | 6,000,000 | 42,401,504 | — | 2,600,000 | 54,591 | 52,356,095 | | Chief Financial Officer | 2021 | 1,108,645 | — | 3,804,450 | — | — | 123,821 | 5,036,916 | | Brian Capo | 2023 | 425,000 | — | 152,523 | — | 137,500 | — | 715,023 | | Chief Accounting Officer (6) | 2022 | 425,000 | — | — | — | 137,500 | — | 562,500 | | | 2021 | 336,995 | 350,000 | 207,925 | — | — | — | 894,920 | | John Hopmans | 2023 | 981,725 | — | 21,392,825 | — | 981,725 | 11,005 | 23,367,280 | | Executive Vice President (7) | 2022 | 981,725 | — | 3,706,691 | — | 981,725 | — | 5,670,141 | | | 2021 | 838,557 | — | 145,566 | — | — | — | 984,123 | | Michael Rowles | 2023 | 1,100,000 | — | — | — | 1,650,000 | 78,768 | 2,828,768 | | General Counsel and | 2022 | 800,000 | — | 5,495,096 | — | 800,000 | 52,489 | 7,147,585 | | Secretary | 2021 | 683,333 | — | 368,730 | — | — | 54,212 | 1,106,275 |

  35. 2023 Summary Compensation Table

    | * The total compensation shown is calculated in accordance with Item 402 of Regulation S-K. | | (1) The amounts reflected in the table represent the actual amounts paid to the named executive officers in the applicable year and are not annualized. | | (2) The amounts set forth in this column for 2022 is a signing bonus of $6,000,000 for Mr. Rapino and Mr. Berchtold, respectively, as stated within their respective employment agreements. See the Named Executive Officer Employment Agreements & Other Compensation Information section. | | (3) The amounts listed are equal to the aggregate grant date fair value computed in accordance with ASC 718. Additional information related to the calculation of the compensation cost is set forth in Note 13 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023. All of these awards were granted under our stock incentive plans. | | (4) The amounts set forth in this column for 2023 and 2022 reflect cash performance bonuses that were paid in 2024 and 2023, respectively, but was earned based upon obtaining 2023 and 2022 financial performance goals, respectively. The 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 Existing 2005 Plan or the Amended 2005 Plan. For further discussion of these bonus payments, see the Compensation Discussion and Analysis section. | | (5) The amounts for 2023 represent (i) for Mr. Rapino, personal security provided at his residence and during personal travel of $1,042,080, personal use of private aircraft of $614,778, an automobile allowance of $75,000 and other small items; (ii) for Mr. Berchtold, tickets to Live Nation events for certain friends and family members and to certain sporting industry events of $78,315 and a company contribution under a 401(k) savings plan, (iii) for Mr. Hopmans, tickets to Live Nation events for certain friends and family members and a company contribution under a 401(k) savings plan and (iv) for Mr. Rowles, tickets to Live Nation events for certain friends and family members of $69,793 and a company contribution under a 401(k) savings plan. Mr. Capo did not receive perquisites and personal benefits aggregating to more than $10,000 during 2023. | | (6) The bonus amount for 2021 represents a bonus advance to Mr. Capo. In November 2021, Mr. Capo was awarded a bonus of $200,000, the full amount of which was offset against the $350,000 bonus advance. In March 2023, Mr. Capo was awarded a cash performance bonus of $212,500 for 2022, with $75,000 of this amount withheld as recoupment of his 2021 bonus advance. In February 2024, Mr. Capo was awarded a cash performance bonus of $212,500 for 2023, with $75,000 of this amount withheld as recoupment of his 2021 bonus advance. As the full amount of the bonus advance was previously reported as compensation for 2021, the net amount Mr. Capo actually received after repayment ($137,500) is considered 2022 and 2023 compensation. | | (7) Mr. Hopmans became a named executive officer effective July 1, 2021. The amounts reflected in the table for 2021 are for the full year. |

  36. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards for the fiscal year ended December 31, 2023 to the named executive officers.

  37. 2023 Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (1) | All Other Option Awards: Number of Securities Underlying Options (#) (1) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) (2) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Michael Rapino | 3/20/23 | 15,300,000 | 17,000,000 | 18,700,000 | — | — | — | — | — | — | — | | Joe Berchtold | 3/20/23 | 3,600,000 | 4,000,000 | 4,400,000 | — | — | — | — | — | — | — | | Brian Capo | 3/20/23 | 191,250 | 212,500 | — | — | — | — | — | — | — | — | | | 3/20/23 | — | — | — | 2,018 | 2,242 (3) | — | — | — | — | 152,523 | | John Hopmans | 3/20/23 | 883,553 | 981,725 | — | — | — | — | — | — | — | — | | | 3/20/23 | — | — | — | 13,318 | 14,798 (3) | — | — | — | — | 1,006,708 | | | 10/11/23 | — | — | — | — | 289,300 (4) | 289,300 | — | — | — | 20,386,117 | | Michael Rowles | 3/20/23 | 1,485,000 | 1,650,000 | — | — | — | — | — | — | — | — |

  38. 2023 Grants of Plan-Based Awards

    | (1) The amounts reflect the number of shares of restricted stock or stock options granted under our stock incentive plans. | | (2) The dollar values of stock option and restricted stock awards disclosed in this column are equal to the aggregate grant date fair value computed in accordance with ASC 718. 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 in our Annual Report on Form 10-K for the year ended December 31, 2023. | | (3) These restricted stock awards vested 50% on March 31, 2024, in connection with our achievement of the financial performance target established by the Compensation Committee, and the remaining 50% of the award will vest on March 31, 2025, subject to the named executive officer’s continued employment with the company. | | (4) Represents performance award shares that will vest and be settled in shares of restricted stock from time to time during a performance period running from January 1, 2024 through December 31, 2028 upon attainment of various stock price targets for a period of 60 days. |

  39. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 Outstanding Equity Awards at Fiscal Year-End The following table sets forth summary information regarding the outstanding equity awards at December 31, 2023.

  40. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) | | Michael Rapino | 150,000 | — | — | 25.33 | 1/2025 | — | — | — | — | | | 282,024 | — | — | 19.36 | 2/2026 | — | — | — | — | | | 195,578 | — | — | 29.03 | 3/2027 | — | — | — | — | | | — | — | — | — | — | 12,854 | 1,203,134 | — | — | | | — | — | — | — | — | 333,751 | 31,239,094 | — | — | | | — | — | — | — | — | — | — | 1,117,037 | 104,554,663 | | Joe Berchtold | 44,403 | — | — | 25.33 | 1/2025 | — | — | — | — | | | 134,881 | — | — | 19.36 | 2/2026 | — | — | — | — | | | 93,537 | — | — | 29.03 | 3/2027 | — | — | — | — | | | — | — | — | — | — | 5,570 | 521,352 | — | — | | | — | — | — | — | — | — | — | 744,690 | 69,702,984 | | Brian Capo | 5,000 | — | — | 25.33 | 1/2025 | — | — | — | — | | | — | — | — | — | — | 500 | 46,800 | — | — | | | — | — | — | — | — | 2,242 | 209,851 | — | — | | John Hopmans | 83,480 | — | — | 29.03 | 3/2027 | — | — | — | — | | | 35,280 | — | — | 44.05 | 3/2028 | — | — | — | — | | | 300,000 | — | — | 56.77 | 2/2029 | — | — | — | — | | | — | — | — | — | — | 4,206 | 393,682 | — | — | | | — | — | — | — | — | 14,798 | 1,385,093 | — | — | | | — | — | — | — | — | — | — | 289,300 | 27,078,480 | | Michael Rowles | 35,000 | — | — | 24.96 | 3/2025 | — | — | — | — | | | 91,964 | — | — | 19.36 | 2/2026 | — | — | — | — | | | 63,776 | — | — | 29.03 | 3/2027 | — | — | — | — | | | 14,375 | — | — | 44.05 | 3/2028 | — | — | — | — | | | 11,000 | — | — | 56.77 | 2/2029 | — | — | — | — | | | — | — | — | — | — | 1,000 | 93,600 | — | — | | | — | — | — | — | — | 1,928 | 180,461 | — | — | | | — | — | — | — | — | — | — | 74,469 | 6,970,298 |

  41. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (1) The following table provides information with respect to our named executive officers’ earned but unvested restricted and deferred stock awards as of December 31, 2023. |

  42. 2023 Outstanding Equity Awards at Fiscal Year-End

    | Vesting Date | Michael Rapino | Joe Berchtold | Brian Capo | John Hopmans | Michael Rowles | | January 2024 | 95,357 | — | — | — | — | | February 2024 | — | — | 500 | — | 1,000 | | March 2024 | 12,854 | 5,570 | 1,121 | 11,605 | 1,928 | | January 2025 | 59,598 | — | — | — | — | | March 2025 | — | — | 1,121 | 7,399 | — | | January 2026 | 59,599 | — | — | — | — | | January 2027 | 59,598 | — | — | — | — | | December 2027 | 59,599 | — | — | — | — | | Total | 346,605 | 5,570 | 2,742 | 19,004 | 2,928 |

  43. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (2) Market value of restricted stock grants is determined by using the closing price of $93.60 per share for our common stock on December 29, 2023, the last business day of the 2023 fiscal year. The amounts indicated are not necessarily indicative of the amounts that may be realized by our named executive officers if and when these awards vest, due to potential fluctuations in the value of our common stock. |

  44. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested

  45. 2023 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (1) | | Michael Rapino (2) | — | — | 69,303 | 4,851,210 | | Joe Berchtold (3) | 357,300 | 25,149,589 | 25,670 | 1,796,900 | | Brian Capo (4) | — | — | 1,875 | 130,183 | | John Hopmans (5) | — | — | 10,456 | 724,295 | | Michael Rowles (6) | 100,000 | 5,710,000 | 5,228 | 363,642 |

  46. 2023 Option Exercises and Stock Vested

    | (1) Represents gross shares and related value acquired on vesting, before shares withheld for tax purposes. | | (2) Upon the vesting of Mr. Rapino’s restricted stock awards, 22,204 shares of our common stock with an aggregate value on vesting of $1,554,280 were withheld to satisfy tax withholding obligations. | | (3) Upon the vesting of Mr. Berchtold’s restricted stock awards, 12,728 shares of our common stock with an aggregate value on vesting of $890,960 were withheld to satisfy tax withholding obligations. | | (4) Upon the vesting of Mr. Capo’s restricted stock awards, 786 shares of our common stock with an aggregate value on vesting of $54,542 were withheld to satisfy tax withholding obligations. | | (5) Upon the vesting of Mr. Hopmans’ restricted stock awards, 4,277 shares of our common stock with an aggregate value on vesting of $296,717 were withheld to satisfy tax withholding obligations. | | (6) Upon the vesting of Mr. Rowles’ restricted stock awards, 2,147 shares of our common stock with an aggregate value on vesting of $149,469 were withheld to satisfy tax withholding obligations. |

  47. 2023 Potential Payments Upon Termination or Change in Control

    2023 Potential Payments Upon Termination or Change in Control

  48. 2023 Potential Payments Upon Termination or Change in Control

    | Name | Benefit (1) | Termination w/o Cause ($) | Resignation w/Good Reason ($) | Death ($) | Disability ($) (2) | Change in Control ($) | | Michael Rapino | Severance (3) | 30,000,000 | 30,000,000 | 15,000,000 | 15,000,000 | — | | | Equity Awards (3)(4) | 136,996,891 | 136,996,891 | 32,442,228 | 136,996,891 | 136,996,891 | | | Medical Benefits (3) | 180,000 | 180,000 | — | — | — | | Total | | 167,176,891 | 167,176,891 | 47,442,228 | 151,996,891 | 136,996,891 | | Joe Berchtold | Severance (5) | 8,400,000 | 8,400,000 | 4,400,000 | 4,400,000 | — | | | Equity Awards (4)(5) | 521,352 | 521,352 | 521,352 | 521,352 | 521,352 | | Total | | 8,921,352 | 8,921,352 | 4,921,352 | 4,921,352 | 521,352 | | Brian Capo | Severance (6) | 318,750 | 318,750 | — | — | — | | | Equity Awards (4) | — | — | 256,651 | — | 256,651 | | Total | | 318,750 | 318,750 | 256,651 | — | 256,651 | | John Hopmans | Severance (7) | 2,945,175 | 2,945,175 | 981,725 | 981,725 | — | | | Equity Awards (4)(7) | 1,778,774 | 1,778,774 | 1,778,774 | 1,778,774 | 1,778,774 | | Total | | 4,723,949 | 4,723,949 | 2,760,499 | 2,760,499 | 1,778,774 | | Michael Rowles | Severance (8) | 3,850,000 | 3,850,000 | 1,650,000 | 1,650,000 | — | | | Equity Awards (4)(8) | 274,061 | 274,061 | 274,061 | 274,061 | 274,061 | | Total | | 4,124,061 | 4,124,061 | 1,924,061 | 1,924,061 | 274,061 |

  49. 2023 Potential Payments Upon Termination or Change in Control

    | (1) All benefits are calculated as if these events were to occur on December 29, 2023, the last business day of the 2023 fiscal year, as required under the applicable rules. Each named executive officer legally is entitled to receive his or her accrued and unpaid base salary (including accrued paid time-off) upon any termination, including a termination for “cause.” Consequently, this table reflects only the additional compensation the named executive officers would receive upon termination by virtue of company policy or such officer’s employment agreement. In certain circumstances (as explained in the footnotes below) a named executive officer would be entitled to a pro-rated cash performance bonus based on the most recent forecast available at the time of termination, which for purposes of this table would be for 2023. Benefits reflected in the table are estimates; the actual benefit payable is determined upon termination. For definitions of “cause” and “good reason” applicable to the named executive officers and a description of the payment schedules applicable to the payments summarized in this table, see “Named Executive Officer Employment Agreements & Other Compensation Information” below. | | (2) Upon disability, generally, each named executive officer’s stock options would continue to vest, and the restrictions on any restricted stock awards would continue to lapse, in accordance with their terms. | | (3) If Mr. Rapino’s employment is terminated by him for “good reason” or he is terminated by us without “cause,” provided he signs a general release of claims, he would receive (i) consideration of $30,000,000 (which represents the Rapino Company Severance ($6,000,000), as defined below under “Named Executive Officer Employment Agreements & Other Compensation Information—Michael Rapino,” and his 2022 performance bonus ($24,000,000)), (ii) the acceleration of all stock options, restricted stock awards and performance stock awards and (iii) a payment of $5,000 per month for up to three years in respect of continued medical coverage. | | (4) In the event of either a “change in control” or the death of an officer, the officer’s outstanding unvested stock options and shares of restricted stock granted under the Live Nation or Ticketmaster stock incentive plans would immediately vest in their entirety pursuant to the terms of the applicable grant agreements (applicable to all employees generally). The values of accelerated stock options and restricted shares are based upon the closing sale price of our common stock on December 29, 2023 of $93.60, but exclude stock options where the exercise price exceeds the closing sale price of our common stock on such date. | | (5) If Mr. Berchtold’s employment is terminated by him for “good reason” or by us without “cause,” provided he signs a general release of claims, he would receive (i) consideration of $8,400,000 (representing $4,000,000 in salary payout and his 2023 performance bonus ($4,400,000)) and (ii) the acceleration of all stock options, restricted stock awards and performance stock awards. If Mr. Berchtold’s employment is terminated due to his death or disability, he would receive $4,400,000, representing his performance bonus for 2023. | | (6) If Mr. Capo’s employment is terminated by him for “good reason” or by us without “cause,” provided he signs a general release of claims, he would receive consideration of $318,750, representing a salary payout. | | (7) If Mr. Hopmans’ employment is terminated by him for “good reason” or by us without “cause,” provided he signs a general release of claims, he would receive (i) consideration of $2,945,175 (representing $1,963,450 in salary payout and his 2023 performance bonus ($981,725)) and (ii) the acceleration of all stock options and restricted stock awards. If Mr. Hopmans’ employment is terminated due to his death or disability, he would receive $981,725, representing his performance bonus for 2023. | | (8) If Mr. Rowles’ employment is terminated by him for “good reason” or by us without “cause,” provided he signs a general release of claims, he would receive (i) consideration of $3,850,000 (representing $2,200,000 in salary payout and his 2023 performance bonus ($1,650,000)) and (ii) the acceleration of all stock options and restricted stock awards. If Mr. Rowles’ employment is terminated due to his death or disability, he would receive $1,650,000, representing his performance bonus for 2023. |

  50. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance metrics of the company. The Compensation Committee did not consider the pay versus performance disclosure when making its incentive compensation decisions. For further information about how we align executive compensation with the company’s performance, see “Compensation Discussion and Analysis” beginning on page 35 above. The amounts in the tables below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to restricted stock, performance share and stock option awards. See the “Options Exercised and Stock Vested” table on page 54 above.

  51. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for CEO ($)(1) | Compensation Actually Paid to CEO ($)(2) | Average Summary Compensation Table Total for Non-CEO NEOs ($)(3) | Average Compensation Actually Paid to Non-CEO NEOs ($)(4) | Total Shareholder Return ($)(5) | Peer Group ($)(6) | Net Income (Loss) ($1,000s)(7) | Adjusted Operating Income (Loss) ($1,000s)(8) | | 2023 | 23,438,317 | 68,190,659 | 8,349,253 | 14,016,281 | 130.96 | 125.84 | 563,280 | 1,862,389 | | 2022 | 139,005,565 | 35,618,299 | 16,434,080 | 5,192,894 | 97.58 | 90.73 | 295,986 | 1,407,182 | | 2021 | 13,842,464 | 84,307,437 | 2,421,334 | 10,977,325 | 167.47 | 150.03 | (650,904) | 323,863 | | 2020 | 4,781,510 | 5,433,446 | 1,296,514 | 1,709,186 | 102.81 | 146.81 | (1,724,535) | (1,015,892) |

  52. Pay Versus Performance

    (1) Reflects compensation amounts reported in the “Summary Compensation Table” (SCT) for our CEO, Michael Rapino, for the respective years shown. (2) “Compensation actually paid” (CAP) to our CEO in each of 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.

  53. Pay Versus Performance

    | Year | 2020 | 2021 | 2022 | 2023 | | CEO | Michael Rapino | Michael Rapino | Michael Rapino | Michael Rapino | | SCT Total Compensation ($) | 4,781,510 | 13,842,464 | 139,005,565 | 23,438,317 | | Less: Equity Award Values Reported in SCT for the Year ($) | (2,902,991) | (10,584,334) | (116,741,758) | — | | Add: Year-End Fair Value of Equity Awards Granted in the Year and Remain Unvested ($) | 3,510,728 | 14,171,296 | 73,579,154 | — | | Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | — | — | 8,661,292 | — | | Add: Change in Fair Value of Equity Awards Granted in Prior Years and Remain Unvested ($) | 3,395,651 | 66,634,819 | (2,819,678) | 44,734,323 | | Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | (3,351,452) | 3,753,920 | (66,066,276) | 18,019 | | Less: Fair Value of Equity Awards Forfeited during the Year ($) | — | (3,510,728) | — | — | | Compensation Actually Paid ($) | 5,433,446 | 84,307,437 | 35,618,299 | 68,190,659 |

  54. Pay Versus Performance

    (3) The following non-CEO named executive officers are included in the average figures shown: 2023 and 2022: Joe Berchtold, Brian Capo, John Hopmans, and Michael Rowles. 2021: Joe Berchtold, Brian Capo, John Hopmans, Michael Rowles, and Kathy Willard. Ms. Willard stepped down from the Chief Financial Officer position effective June 30, 2021. Mr. Hopmans became a named executive officer effective July 1, 2021. The amounts reflected in the table for calculating the non-CEO NEOs average compensation amounts includes Ms. Willard’s and Mr. Hopmans’ full year compensation. 2020: Joe Berchtold, Brian Capo, Michael Rowles, and Kathy Willard (4) Average CAP for our non-CEO NEOs in each of 2023, 2022, 2021, and 2020 reflects the respective amounts set forth in the Average SCT Total for non-CEO NEOs column of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules.

  55. Pay Versus Performance

    | Year | 2020 Average | 2021 Average | 2022 Average | 2023 Average | | Non-CEO NEOs | See note (3) | See note (3) | See note (3) | See note (3) | | SCT Total Compensation ($) | 1,296,514 | 2,421,334 | 16,434,080 | 8,349,253 | | Less: Equity Award Values Reported in SCT for the Year ($) | (708,037) | (1,559,930) | (12,900,823) | (5,386,337) | | Add: Year-End Fair Value of Equity Awards Granted in the Year and Remain Unvested ($) | 856,262 | 2,097,304 | 10,859,482 | 6,023,274 | | Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | — | — | 1,311,224 | — | | Add: Change in Fair Value of Equity Awards Granted in Prior Years and Remain Unvested ($) | 466,755 | 8,225,115 | (1,260,603) | 5,153,535 | | Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | (202,308) | 562,661 | (9,250,466) | (123,444) | | Less: Fair Value of Equity Awards Forfeited during the Year ($) | — | (769,159) | — | — | | Compensation Actually Paid ($) | 1,709,186 | 10,977,325 | 5,192,894 | 14,016,281 |

  56. Pay Versus Performance

    (5) For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of Live Nation with an initial $100 invested on December 31, 2019 for the measurement periods ending on December 31, 2023, 2022, 2021 and 2020, respectively. (6) For the relevant fiscal year, represents the cumulative TSR of the Peer Group (“Peer Group TSR”) with an initial $100 invested on December 31, 2019, including reinvestment of dividends, for the measurement periods ending on December 31, 2023, 2022, 2021 and 2020, respectively. The Peer Group includes 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. (7) Reflects “Net income (loss) attributable to common stockholders of Live Nation” in the company’s Consolidated Statement of Operations included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022, 2021 and 2020. In mid-March 2020, the company ceased all Live Nation tours and closed its venues due to the COVID-19 pandemic. Our operations remained largely closed until the third quarter of 2021, when we saw a meaningful restart of operations with outdoor amphitheater events and festivals taking place in both the United States and United Kingdom. These circumstances had a materially negative impact on our financial results for 2020 and 2021. (8) Company-selected Measure is adjusted operating income (loss) (“AOI”) which is described below. In mid-March 2020, the company ceased all Live Nation tours and closed its venues due to the COVID-19 pandemic. Our operations remained largely closed until the third quarter of 2021, when we saw a meaningful restart of operations with outdoor amphitheater events and festivals taking place in both the United States and United Kingdom. These circumstances had a materially negative impact on our financial results for 2020 and 2021.

  57. 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 both to determine our NEOs’ cash performance bonus opportunity as well as a vesting condition for restricted stock awards to our NEOs. 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. The company’s TSR performance outpaced that of our peers from 2021 to 2023, but lagged our peers in 2020, as the company was particularly impacted by the COVID-19 pandemic with its operations shut 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, and 2022 and 2023. Between 2020 and 2021 and between 2022 and 2023, 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 2023 didn’t 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 and between 2022 and 2023. 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.

  58. 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 2023, to the Company’s performance. The company had only two such measures that were actually used or considered by the Compensation Committee in 2023.

  59. 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 stock-based compensation expense, loss (gain) on disposal of operating assets, depreciation and amortization (including goodwill impairment), amortization of non-recoupable ticketing contract advances and acquisition expenses (including transaction costs, changes in the fair value of accrued acquisition-related contingent consideration obligations, and acquisition-related severance and compensation). 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. |

  60. Pay versus Performance Tabular List

    | CORPORATE SOCIAL RESPONSIBILITY |

  61. Pay versus Performance Tabular List

    Live Nation grew into a Fortune 500 company and the global leader in live entertainment 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 social foundation alongside our business fundamentals sets us up to thrive long term. In a typical year, Live Nation Entertainment puts on more than 50,000 concerts and hundreds of festivals for over 145 million fans in 45+ countries. We have the most influence over events playing in venues that we own and operate, and given the scale of our business even the smallest change we make can have a huge impact. For events playing in third-party venues, we look to share recommendations to help artists and operators implement industry best practices. To direct, support, and implement our Environmental, Social and Governance (ESG) efforts, we have formed a dedicated ESG Steering Committee. Chaired by our President and Chief Financial Officer, our ESG SteerCo is composed of various cross-functional leaders from venue operations, concert promotions, risk, compliance, sustainability, communications, diversity, investor relations, and more. In 2023, we focused our efforts on better understanding ESG-related risks facing our business, upcoming regulations, and identifying mitigation activities and initiatives to improve our regulatory preparedness.