Live Nation Entertainment Definitive proxy statements

Definitive proxy statements

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

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 31 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 52 above.


									Value of Initial Fixed $100 Investment Based on:
Year	Summary Compensation Table Total for CEO ($) (2)		Compensation Actually Paid to CEO ($) (3)		Average Summary Compensation Table Total for Non-CEO NEOs ($) (4)		Average Compensation Actually Paid to Non-CEO NEOs ($) (5)		Total Shareholder Return ($) (6)		Peer Group ($) (7)		Net Income (Loss) ($1,000s) (8)			Adjusted Operating Income (Loss) ($1,000s) (9)
2024		32,960,737		94,273,893		3,280,162		16,070,847		181.19		190.47		896,287			2,145,898
2023 (1)		23,438,317		68,190,659		8,349,253		14,016,281		130.96		125.95		556,893			1,881,119
2022 (1)		139,005,565		35,618,299		16,434,080		5,192,894		97.58		90.78		266,440			1,397,095
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	)

(1)	Prior period net income (loss) and adjusted operating income (loss) were revised as further discussed in Part II—Financial Information—Item 8.—Financial Statements—Note 2—Correction of Errors in Previously Reported Consolidated Financial Statements in our 2024 Annual Report on Form 10-K.

(2)	Reflects compensation amounts reported in the “Summary Compensation Table” (SCT) for our CEO, Michael Rapino, for the respective years shown.

(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.


Year	2020			2021			2022			2023		2024
CEO		Michael Rapino			Michael Rapino			Michael Rapino			Michael Rapino		Michael Rapino
SCT Total Compensation ($)		4,781,510			13,842,464			139,005,565			23,438,317		32,960,737
Less: Equity Award Values Reported in SCT for the Year ($)		(2,902,991	)		(10,584,334	)		(116,741,758	)		—		(9,799,557	)
Add: Year-End Fair Value of Equity Awards Granted in the Year and Remain Unvested ($)		3,510,728			14,171,296			73,579,154			—		6,730,245
Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)		—			—			8,661,292			—		4,899,732
Add: Change in Fair Value of Equity Awards Granted in Prior Years and Remain Unvested ($)		3,395,651			66,634,819			(2,819,678	)		44,734,323		51,887,175
Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)		(3,351,452	)		3,753,920			(66,066,276	)		18,019		7,595,561
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		94,273,893

(4)	The following non-CEO named executive officers are included in the average figures shown:

2024, 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

(5)	Average CAP for our non-CEO NEOs in each of 2024, 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.


Year	2020 Average			2021 Average			2022 Average			2023 Average			2024 Average
Non-CEO NEOs		See note (4)			See note (4)			See note (4)			See note (4)			See note (4)
SCT Total Compensation ($)		1,296,514			2,421,334			16,434,080			8,349,253			3,280,162
Less: Equity Award Values Reported in SCT for the Year ($)		(708,037	)		(1,559,930	)		(12,900,823	)		(5,386,337	)		(56,686	)
Add: Year-End Fair Value of Equity Awards Granted in the Year and Remain Unvested ($)		856,262			2,097,304			10,859,482			6,023,274			77,862
Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)		—			—			1,311,224			—			—
Add: Change in Fair Value of Equity Awards Granted in Prior Years and Remain Unvested ($)		466,755			8,225,115			(1,260,603	)		5,153,535			10,838,803
Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)		(202,308	)		562,661			(9,250,466	)		(123,444	)		1,930,706
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			16,070,847

(6)	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, 2024, 2023, 2022, 2021 and 2020, respectively.

(7)

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, 2024, 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.

(8)

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, 2024, 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.

(9)

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

Company Selected Measure Name

Adjusted Operating Income (Loss)

Named Executive Officers, Footnote

(4)	The following non-CEO named executive officers are included in the average figures shown:

2024, 2023 and 2022: Joe Berchtold, Brian Capo, John Hopmans, and Michael Rowles.

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

Peer Group Issuers, Footnote

PEO Total Compensation Amount

$ 32,960,737

$ 23,438,317

$ 139,005,565

$ 13,842,464

$ 4,781,510

PEO Actually Paid Compensation Amount

$ 94,273,893

68,190,659

35,618,299

84,307,437

5,433,446

Adjustment To PEO Compensation, Footnote

(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.


Year	2020			2021			2022			2023		2024
CEO		Michael Rapino			Michael Rapino			Michael Rapino			Michael Rapino		Michael Rapino
SCT Total Compensation ($)		4,781,510			13,842,464			139,005,565			23,438,317		32,960,737
Less: Equity Award Values Reported in SCT for the Year ($)		(2,902,991	)		(10,584,334	)		(116,741,758	)		—		(9,799,557	)
Add: Year-End Fair Value of Equity Awards Granted in the Year and Remain Unvested ($)		3,510,728			14,171,296			73,579,154			—		6,730,245
Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)		—			—			8,661,292			—		4,899,732
Add: Change in Fair Value of Equity Awards Granted in Prior Years and Remain Unvested ($)		3,395,651			66,634,819			(2,819,678	)		44,734,323		51,887,175
Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)		(3,351,452	)		3,753,920			(66,066,276	)		18,019		7,595,561
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		94,273,893

Non-PEO NEO Average Total Compensation Amount

$ 3,280,162

8,349,253

16,434,080

2,421,334

1,296,514

Non-PEO NEO Average Compensation Actually Paid Amount

$ 16,070,847

14,016,281

5,192,894

10,977,325

1,709,186

Adjustment to Non-PEO NEO Compensation Footnote

(5)	Average CAP for our non-CEO NEOs in each of 2024, 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.


Year	2020 Average			2021 Average			2022 Average			2023 Average			2024 Average
Non-CEO NEOs		See note (4)			See note (4)			See note (4)			See note (4)			See note (4)
SCT Total Compensation ($)		1,296,514			2,421,334			16,434,080			8,349,253			3,280,162
Less: Equity Award Values Reported in SCT for the Year ($)		(708,037	)		(1,559,930	)		(12,900,823	)		(5,386,337	)		(56,686	)
Add: Year-End Fair Value of Equity Awards Granted in the Year and Remain Unvested ($)		856,262			2,097,304			10,859,482			6,023,274			77,862
Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)		—			—			1,311,224			—			—
Add: Change in Fair Value of Equity Awards Granted in Prior Years and Remain Unvested ($)		466,755			8,225,115			(1,260,603	)		5,153,535			10,838,803
Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)		(202,308	)		562,661			(9,250,466	)		(123,444	)		1,930,706
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			16,070,847

Compensation Actually Paid vs. Total Shareholder Return

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.

Compensation Actually Paid vs. Net Income

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.

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

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

Tabular List, Table

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.


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.