Theodore J. Leonsis
AMERICAN EXPRESSAbout Theodore J. Leonsis
Theodore J. Leonsis, age 69, has served as an independent director of American Express since 2010 and sits on the Compensation and Benefits Committee and the Nominating, Governance and Public Responsibility Committee . He is Chairman and CEO of Monumental Sports & Entertainment (founded in 2010), previously chaired Revolution Money (acquired by American Express in January 2010), and held several executive roles at AOL LLC from 1994–2006; he holds a Bachelor of Arts from Georgetown University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monumental Sports & Entertainment | Chairman & CEO | Founded 2010 | Built one of the world’s most valuable regional sports/media/tech platforms |
| Revolution Money, Inc. | Chairman | Until AXP acquisition (Jan 2010) | Strategic fintech; acquisition by American Express aligns with payments strategy |
| AOL LLC | Executive roles; Vice Chairman Emeritus | 1994–2006 | Led through growth of ad-supported internet; senior operating experience |
| Early-stage investor | Investor (Sweetgreen, Cava, Clear, DraftKings, Sportradar) | Various | Technology, consumer and sports data exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Groupon, Inc. | Chairman; Chair of Nominating & Governance; Member of Audit and Executive Committees | Not disclosed | Governance leadership and capital markets oversight |
| Tempus AI, Inc. | Director | Not disclosed | AI/health tech oversight |
| Revolution Growth (VC) | Co‑founder; General Partner; Investment Committee Member | Not disclosed | Growth-stage investing; technology exposure |
| Greater Washington Partnership | Co‑founder; Vice‑Chairman | Not disclosed | Regional economic development leadership |
| Georgetown Entrepreneurship | Advisory Board Chair | Not disclosed | Academic entrepreneurship ecosystem |
| D.C. College Access Program | Chairman | Not disclosed | Community education access |
| National Museum of African American History & Culture | Museum Council Member | Not disclosed | Cultural institution governance |
Board Governance
- Independence: The Board determined in March 2025 that all director nominees other than the Chairman and CEO are independent; Mr. Leonsis is listed as independent .
- Committee assignments (2025 slate): Compensation and Benefits; Nominating, Governance and Public Responsibility; not a committee chair .
- Meetings and attendance: In 2024, the Board met 7 times and committees met 24 times; all directors attended at least 75% of Board and committee meetings, with independent director executive sessions at each regular Board meeting .
- Committee activity levels in 2024: Compensation and Benefits (5 meetings), Nominating, Governance and Public Responsibility (5), Audit and Compliance (8), Risk (6) .
- Risk oversight framework: Board-level oversight through Risk, Audit & Compliance, and Compensation & Benefits committees; cybersecurity updates at least annually to the Board and twice yearly to the Risk Committee .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $140,000 |
| Stock Awards (SEUs) | $220,000 |
| All Other Compensation (incl. dividend equivalents, insurance, matching gifts) | $107,603 |
| Total | $467,603 |
Program details:
- Annual cash retainer: $110,000 for Board service; committee membership fees: $15,000 for Compensation and $15,000 for Nominating & Governance (consistent with $140,000 cash total) .
- Share Equivalent Units (SEUs): Each non-management director was credited with 955 SEUs on May 6, 2024 (grant value $220,000); SEUs must be held until board service ends and pay cash equal to share value at distribution; dividend equivalents reinvested into SEUs .
- SEU balance as of Dec 31, 2024: 40,560 SEUs for Mr. Leonsis; 2024 dividend equivalents credited: $107,552 .
Performance Compensation
- Directors do not receive performance-based pay; however, as a member of the Compensation and Benefits Committee, Mr. Leonsis oversees executive incentive metrics.
2024 Annual Incentive Award (AIA) Scorecard (executive program overseen by C&B Committee):
| Category | Metric(s) | Weight | 2024 Outcome |
|---|---|---|---|
| Shareholder | Revenue Growth (50%); EPS (25%); ROE (25%) | 60% | Significantly Outperform |
| Customer | Retention (50%); Merchant Locations (50%) | 10% | Outperform |
| Colleague | Talent Retention (50%); Culture (50%) | 10% | Significantly Outperform |
| Strategic | Multi-year strategic objectives | 20% | Outperform |
| Company Performance Multiplier | — | — | 140% (AIA) |
Long-Term Incentive Award (executive program):
- 80% PRSUs: Vest on 3-year cliff based on relative ROE and TSR vs CCAR peers + payments peers; 0–120% of target .
- 20% Stock Options: 3-year cliff vesting subject to positive cumulative net income; 10-year term .
Other Directorships & Interlocks
| Company | Role | Committee Positions |
|---|---|---|
| Groupon, Inc. | Chairman of Board | Chair, Nominating & Governance; Member, Audit; Member, Executive Committee |
| Tempus AI, Inc. | Director | Not disclosed |
- Ordinary-course related relationships: The Company may engage in ordinary-course business with entities where directors have roles; such relationships are subject to the Related Person Transaction Policy administered by the NGPR Committee .
Expertise & Qualifications
- Skills matrix for Mr. Leonsis: Brand & Marketing; Core Business Operations & Management; Financial Services & Investment Experience; Global Business; Public Company Governance; Technology & Cybersecurity .
- Education: Bachelor of Arts from Georgetown University .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial common shares owned | 0; percent of class <1% |
| SEUs (deferred) | 40,560 SEUs as of Dec 31, 2024 |
| Ownership guidelines | Directors must hold $1 million in shares/SEUs within five years; all non-management directors have achieved or are on track |
| Hedging/Pledging | Prohibited for directors and senior management |
Governance Assessment
- Committee effectiveness: Active member of Compensation & Benefits and Nominating & Governance committees, overseeing executive pay design (AIA, LTIA), clawbacks, risk-balancing, and related person transactions; the committee operates with an independent consultant (Semler Brossy) and held five meetings in 2024 .
- Shareholder alignment signals: 2024 Say‑on‑Pay support of 95.1% indicates broad investor endorsement of pay-for-performance design overseen by the committee .
- Independence and attendance: Independent director; the Board reported all directors met the 75%+ attendance threshold and held executive sessions at each regular meeting, reinforcing independent oversight .
- Ownership alignment: Significant SEU balance and participation in the director ownership policy (SEUs count toward the $1 million guideline); SEUs must be held until service ends, aligning value with shareholders though paid in cash at distribution .
- Related‑party exposure: His son‑in‑law was employed at the Company in 2024 (compensation between $130,000–$150,000), disclosed under the Related Person Transactions section; Company policies state compensation is consistent with standard HR practices and NGPR Committee administers the related‑party framework .
- Governance controls: Robust clawback policies, prohibition on hedging/pledging, majority voting, proxy access, and structured risk oversight (Risk, Audit, Compensation committees) strengthen investor confidence .
RED FLAGS
- Family employment: Son‑in‑law employed at American Express in 2024—monitored under the Related Person Transaction Policy; disclosed as ordinary‑course employment consistent with standard HR practices .
- Direct share ownership: No beneficial common shares reported (alignment is via SEUs, which pay out in cash), potentially less direct equity exposure than holding common shares outright .
Mitigants
- Comprehensive related‑party review and pre‑approval processes, independent committee oversight, and strong shareholder support for compensation practices reduce governance risk .