Live Nation Entertainment Definitive proxy statements

Definitive proxy statements

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

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 53 above.


									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 ($1,000s) (8)
2025		32,552,324		52,276,782		3,288,816		7,615,795		193.93		81.97		495,972			2,366,400
2024		32,960,737		94,273,893		3,280,162		16,070,847		176.24		80.01		896,287			2,145,898
2023		23,438,317		68,190,659		8,349,253		14,016,281		127.38		58.59		556,893			1,881,119
2022		139,005,565		35,618,299		16,434,080		5,192,894		94.91		34.53		266,440			1,397,095
2021		13,842,464		84,307,437		2,421,334		10,977,325		162.89		106.43		(650,904	)		323,863

(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 2025, 2024, 2023, 2022 and 2021 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	2021			2022			2023		2024			2025
CEO		Michael Rapino			Michael Rapino			Michael Rapino		Michael Rapino			Michael Rapino
SCT Total Compensation ($)		13,842,464			139,005,565			23,438,317		32,960,737			32,552,324
Less: Equity Award Values Reported in SCT for the Year ($)		(10,584,334	)		(116,741,758	)		—		(9,799,557	)		(10,000,368	)
Add: Year-End Fair Value of Equity Awards Granted in the Year and Remain Unvested ($)		14,171,296			73,579,154			—		6,730,245			4,712,475
Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)		—			8,661,292			—		4,899,732			4,701,231
Add: Change in Fair Value of Equity Awards Granted in Prior Years and Remain Unvested ($)		66,634,819			(2,819,678	)		44,734,323		51,887,175			11,769,529
Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)		3,753,920			(66,066,276	)		18,019		7,595,561			8,541,591
Less: Fair Value of Equity Awards Forfeited during the Year ($)		(3,510,728	)		—			—		—			—
Compensation Actually Paid ($)		84,307,437			35,618,299			68,190,659		94,273,893			52,276,782

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

2025, 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.

(4)	Average CAP for our non-CEO NEOs in each of 2025, 2024, 2023, 2022 and 2021 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	2021 Average			2022 Average			2023 Average			2024 Average			2025 Average
Non-CEO NEOs		See note (3)			See note (3)			See note (3)			See note (3)			See note (3)
SCT Total Compensation ($)		2,421,334			16,434,080			8,349,253			3,280,162			3,288,816
Less: Equity Award Values Reported in SCT for the Year ($)		(1,559,930	)		(12,900,823	)		(5,386,337	)		(56,686	)		(116,856	)
Add: Year-End Fair Value of Equity Awards Granted in the Year and Remain Unvested ($)		2,097,304			10,859,482			6,023,274			77,862			117,135
Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)		—			1,311,224			—			—			—
Add: Change in Fair Value of Equity Awards Granted in Prior Years and Remain Unvested ($)		8,225,115			(1,260,603	)		5,153,535			10,838,803			2,293,550
Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)		562,661			(9,250,466	)		(123,444	)		1,930,706			2,033,150
Less: Fair Value of Equity Awards Forfeited during the Year ($)		(769,159	)		—			—			—			—
Compensation Actually Paid ($)		10,977,325			5,192,894			14,016,281			16,070,847			7,615,795

(5)	For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of Live Nation with an initial $100 invested on December 31, 2020 for the measurement periods ending on December 31, 2025, 2024, 2023, 2022 and 2021, 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, 2020, including reinvestment of dividends, for the measurement periods ending on December 31, 2025, 2024, 2023, 2022 and 2021, respectively. The Peer Group includes Electronic Arts Inc., Fox Corporation, Intuit Inc., Netflix Inc., Paramount Global, Paypal Holdings, Inc., Salesforce, 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, 2025, 2024, 2023, 2022 and 2021. 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 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

Company Selected Measure Name

Adjusted Operating Income

Named Executive Officers, Footnote

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

2025, 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.

Peer Group Issuers, Footnote

PEO Total Compensation Amount

$ 32,552,324

$ 32,960,737

$ 23,438,317

$ 139,005,565

$ 13,842,464

PEO Actually Paid Compensation Amount

$ 52,276,782

94,273,893

68,190,659

35,618,299

84,307,437

Adjustment To PEO Compensation, Footnote

(2)	“Compensation actually paid” (CAP) to our CEO in each of 2025, 2024, 2023, 2022 and 2021 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	2021			2022			2023		2024			2025
CEO		Michael Rapino			Michael Rapino			Michael Rapino		Michael Rapino			Michael Rapino
SCT Total Compensation ($)		13,842,464			139,005,565			23,438,317		32,960,737			32,552,324
Less: Equity Award Values Reported in SCT for the Year ($)		(10,584,334	)		(116,741,758	)		—		(9,799,557	)		(10,000,368	)
Add: Year-End Fair Value of Equity Awards Granted in the Year and Remain Unvested ($)		14,171,296			73,579,154			—		6,730,245			4,712,475
Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)		—			8,661,292			—		4,899,732			4,701,231
Add: Change in Fair Value of Equity Awards Granted in Prior Years and Remain Unvested ($)		66,634,819			(2,819,678	)		44,734,323		51,887,175			11,769,529
Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)		3,753,920			(66,066,276	)		18,019		7,595,561			8,541,591
Less: Fair Value of Equity Awards Forfeited during the Year ($)		(3,510,728	)		—			—		—			—
Compensation Actually Paid ($)		84,307,437			35,618,299			68,190,659		94,273,893			52,276,782

Non-PEO NEO Average Total Compensation Amount

$ 3,288,816

3,280,162

8,349,253

16,434,080

2,421,334

Non-PEO NEO Average Compensation Actually Paid Amount

$ 7,615,795

16,070,847

14,016,281

5,192,894

10,977,325

Adjustment to Non-PEO NEO Compensation Footnote

(4)	Average CAP for our non-CEO NEOs in each of 2025, 2024, 2023, 2022 and 2021 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	2021 Average			2022 Average			2023 Average			2024 Average			2025 Average
Non-CEO NEOs		See note (3)			See note (3)			See note (3)			See note (3)			See note (3)
SCT Total Compensation ($)		2,421,334			16,434,080			8,349,253			3,280,162			3,288,816
Less: Equity Award Values Reported in SCT for the Year ($)		(1,559,930	)		(12,900,823	)		(5,386,337	)		(56,686	)		(116,856	)
Add: Year-End Fair Value of Equity Awards Granted in the Year and Remain Unvested ($)		2,097,304			10,859,482			6,023,274			77,862			117,135
Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)		—			1,311,224			—			—			—
Add: Change in Fair Value of Equity Awards Granted in Prior Years and Remain Unvested ($)		8,225,115			(1,260,603	)		5,153,535			10,838,803			2,293,550
Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)		562,661			(9,250,466	)		(123,444	)		1,930,706			2,033,150
Less: Fair Value of Equity Awards Forfeited during the Year ($)		(769,159	)		—			—			—			—
Compensation Actually Paid ($)		10,977,325			5,192,894			14,016,281			16,070,847			7,615,795

Compensation Actually Paid vs. Total Shareholder Return

The company’s TSR performance outpaced that of our peers from 2021 through 2025. There was a general positive relationship between TSR and Compensation Actually Paid (CAP) for all NEOs as a group between 2021 and 2022, 2022 and 2023, and 2023 and 2024. There is an inverse relationship for all NEOs as a group between 2024 and 2025. The company’s strong stock performance in 2024 resulted in large positive changes 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 following year.

Compensation Actually Paid vs. Net Income

Between 2022 and 2023, between 2023 and 2024, and between 2024 and 2025 there is a positive relationship between Net Income and CAP for all NEOs as a group, and between 2021 and 2022, there was an inverse relationship between Net Income and CAP for all NEOs as a group. The change in Net Income between 2021 and 2025 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 and 2024 that was driven by strong stock price performance for the company in 2021 and 2024. Additionally, there was a positive relationship between Adjusted Operating Income and CAP for all NEOs as a group between 2022 and 2023, and between 2023 and 2024. There is an inverse relationship for all NEOs as a group between 2021 and 2022, and between 2024 and 2025. This trend was driven by 2021 and 2024, 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

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 2025, to the company’s performance. The company had only two such measures that were actually used or considered by the Compensation Committee in 2025.


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. Due to the significant and non-recurring nature of the matters, we also exclude from AOI the impact of realized liabilities for settlements or damages arising out of the Astroworld matter that exceed our estimated insurance recovery, and expenses for regulatory compliance matters associated with the provision for (possible) losses arising from certain significant governmental investigations and litigations under Accounting Standards Codification 450 - Contingencies, which are described under the heading “Governmental Investigations and Litigation” in Note 7 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025. 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 can be 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.