Terence F. McGuirk
About Terence F. McGuirk
Chairman, President & Chief Executive Officer of Atlanta Braves Holdings (appointed Sept 1, 2024), director since July 2023; age 73. Prior roles include Chairman/CEO of the Braves since 2014 and senior leadership at Turner Broadcasting. Under ABH’s 2024 operating year (reported in the 2025 proxy), revenue increased 3% to $663 million and Mixed-Use Development Adjusted OIBDA grew 15%; stockholder support for executive pay was strong (98% approval at 2024 AGM). For pay-versus-performance disclosure through 2024, cumulative TSR indices (base=100 at 12/30/2022) were 125.89 for BATRA and 118.71 for BATRK.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Atlanta Braves (MLB) | Chairman; Chairman & CEO | Since 2007; since 2014 | Executive oversight of franchise and The Battery Atlanta mixed-use platform |
| Turner Broadcasting System (TBS) | Chairman, President & CEO | 1996–2001 | Led TBS; subsequent Vice Chairman & CEO of TBS-owned Atlanta sports teams (Braves, Hawks, Thrashers) 2001–2003 |
| Braves Development Company | Chairman | Since 2014 | Stewardship of real estate strategy around Truist Park and The Battery |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| MLB Executive Council (ex officio), MLB Committees (Economic Reform chair; Ownership; Finance & Compensation) | Governance roles | Ongoing | Influence on MLB economic, ownership, and finance frameworks |
| Havertys Furniture Company | Director (former) | 2001–2016 | Public company board experience |
Fixed Compensation
| Component | 2023 | 2024 | 2025 (scheduled/notes) |
|---|---|---|---|
| Base salary | $1,050,000 | $1,050,000 | — |
| Bi-annual cash bonus | $3,000,000 paid May 2023 | $2,000,000 (50% of 2025 installment accelerated and paid Dec 2024) | $2,000,000 due May 2025, subject to continued employment |
| One-year RSU award (grant-date value) | $1,690,728 (reported as 2023 option awards; multiyear equity also granted Dec 2023) | $1,080,000 (27,000 RSUs granted 12/4/2024) | Vests 12/4/2025 (subject to service) |
Notes: His compensation arrangement set in Dec 2022: $1.05m salary, bi-annual bonus ($3m in 2023; $4m 2025 with $2m accelerated to Dec 2024), annual one-year RSU ($1.08m), and one-time multiyear option+RSU grant ($3.24m fair value). No severance entitlement.
Performance Compensation
| Incentive type | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Bi-annual cash bonus (time-based) | Not performance-conditioned | — | $4,000,000 (2025 cycle) | N/A | $2,000,000 accelerated Dec 2024; $2,000,000 scheduled May 2025 (service condition) | Cash; time-based |
| Annual RSUs (time-based) | Service | — | $1,080,000 (2024 grant) | N/A | N/A | Vests 1 year from grant (12/4/2025) |
| Multiyear option + RSU (time-based) | Service | — | $3,240,000 (Dec 2023 package) | N/A | N/A | Options/RSUs with multi-year vesting |
Context: Other current NEOs’ annual bonuses are performance-based (Braves Holdings Revenue and Adjusted OIBDA; individual/qualitative components), but McGuirk’s cash and equity awards are primarily time-based, not formulaic to financial metrics—reducing direct pay-for-performance linkage for the CEO.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 908,963 BATRK shares (includes family trust holdings) |
| Voting control via Proxy and Voting Agreement | Sole voting power over 887,079 BATRB through Malone LLC proxy; together with his direct holdings, controls ~44.1% of votes for 2025 Annual Meeting proposals |
| Options exercisable within 60 days (2/28/2025) | 418,582 BATRK options |
| Outstanding awards (12/31/2024) | Options: 380,526 @ $27.18 exp 12/10/2027; 38,056 ex/76,114 unex @ $37.45 exp 12/11/2030. RSUs: 30,084 (12/11/2023 grant; vests in three tranches), plus 27,000 (12/4/2024 grant; vests 12/4/2025). |
| In-the-money/near-the-money dynamics | As of 12/31/2024, BATRK closed $38.26; 2020 options ($27.18) solid ITM; 2023 options ($37.45) near/at the money—potential exercise/hedge considerations around liquidity windows. |
| Pledging/Hedging | No hedging arrangements reported for directors/NEOs as of 2/28/2025; no pledge disclosure for McGuirk (note: another executive has pledged shares) |
| Ownership guidelines | Executives targeted to own ≥3x value of annual performance RSUs; compliance reviewed annually by NCG Committee (individual status not specified) |
Vesting Schedules and Potential Selling Pressure
| Award | Quantity | Grant date | Vesting | Maturity |
|---|---|---|---|---|
| RSUs | 27,000 | 12/4/2024 | Cliff vests 12/4/2025 | — |
| RSUs | 30,084 | 12/11/2023 | 1/3 annually on each of first through third anniversaries (2024–2026) | — |
| Options | 380,526 @ $27.18 | 12/10/2020 | Vested; exp 12/10/2027 | In-the-money (as of 12/31/2024) |
| Options | 38,056 ex/76,114 unex @ $37.45 | 12/11/2023 | 1/3 annually over three years; exp 12/11/2030 | Near-the-money (as of 12/31/2024) |
Implication: 2025 includes a meaningful RSU vest (27k shares) and the second tranche of 2023 RSUs and options—creating potential liquidity events; 2020 options in-the-money with 2027 expiry can influence exercise/sale cadence.
Employment Terms
- Appointment: Chairman, President & CEO effective Sept 1, 2024; director since July 2023.
- Compensation arrangement (Dec 2022; assumed by ABH at split-off): $1.05m salary; bi-annual bonus ($3m in 2023; $4m in 2025 with $2m accelerated Dec 2024); annual 1-year RSU ($1.08m); one-time multiyear option+RSU ($3.24m).
- Severance/COC: No severance entitlement upon termination; equity acceleration upon death/disability and upon change-in-control (estimated $2.246m value at 12/31/2024).
- Clawback: Dodd-Frank compliant policy adopted Aug 2023; recoupment required for restatements with excess incentive pay; additional misconduct-related recoupment provisions in award agreements.
Board Governance and Service
- Roles: Chairman of the Board and CEO; no committee assignments; independent directors chair Audit (Deevy), Compensation (Lucas), Nominating & Corporate Governance (Murphy).
- Board structure and independence: Classified board; 75% independent; executive sessions held without management; over 95% director attendance in 2024; no Lead Independent Director due to combined Chair/CEO structure.
- Voting control: Proxy and Voting Agreement with Malone LLC grants McGuirk sole voting power over 887,079 BATRB for director elections, executive compensation approvals, and routine matters; combined with his holdings, ~44.1% voting power at 2025 AGM. He also received profits interest units in the Malone LLC.
- Director compensation: Employee directors (including McGuirk) receive no director fees; non-employee director framework disclosed separately.
Dual-role implications:
- Positive: Tighter strategy-execution loop between team operations and mixed-use real estate; MLB governance influence.
- Risks: Concentrated voting control (via Malone proxy) and combined Chair/CEO without a Lead Independent Director elevate entrenchment and independence concerns.
Related Party Transactions (Governance Red Flags)
- Aircraft time-sharing agreement with St. Simons Management & Flight Operations, LLC (owned by McGuirk): Payments were ~$304,855 in 2024 and $107,889 through March 31, 2025; approved by Audit Committee. Family/guests occasionally accompany on company-leased aircraft during business trips at nominal/no incremental cost.
- Liberty Media transition agreements: Services and Facilities Sharing Agreements tied to the 2023 split-off; services largely terminated by Aug 31, 2024 as ABH stood up its own management team.
Director and Executive Compensation Governance
- Say-on-Pay: >98% approval at 2024 Annual Meeting.
- Compensation Committee: Independent membership; engaged Willis Towers Watson and outside counsel in 2024; no interlocks or related-party engagement by the Compensation Committee.
- Key performance measures for pay linkage (company-wide): Revenue and Adjusted OIBDA for Braves Holdings underpin non-CEO NEO annual bonuses.
Multi-Year Compensation Summary (CEO)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Pension Change ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| 2024 | 1,050,000 | 2,000,000 (accelerated) | 1,080,000 | — | — | 118,356 | 67,430 | 4,315,786 |
| 2023 | 1,050,000 | 3,000,000 | 2,816,577 | 1,690,728 | — | 154,850 | 46,342 | 8,758,497 |
Perquisites and Benefits
- 401(k) match, defined benefit pension accrual (present value $1,024,117 at 12/31/2024), life insurance premiums, auto allowance/lease; event tickets treated as business-related. No tax gross-ups provided.
Performance & Track Record Highlights
- 2024 operating year: Revenue +3% to $663m; 3.1m tickets sold (92% of inventory; 26 sellouts); Mixed-Use Development Adjusted OIBDA +15%.
- Cumulative TSR indices through 2024: BATRA 125.89; BATRK 118.71 (base 100 at 12/30/2022).
Equity Ownership Detail (as of 2/28/2025)
| Security | Amount/Status | Voting power |
|---|---|---|
| BATRB | 887,079 (via Malone LLC; McGuirk holds proxy voting power for designated matters) | 90.7% of BATRB; ~44.1% aggregate voting power for 2025 AGM items with his holdings |
| BATRK | 908,963 beneficially owned (includes family trust); 418,582 options exercisable within 60 days | Non-voting; liquidity potential via options |
| BATRA | — | 1 share = 1 vote; outstanding share counts disclosed for context |
Risk Indicators & Red Flags
- Concentrated voting control (via Malone Proxy and his holdings) and combined Chair/CEO without Lead Independent Director.
- CEO pay structure weighted to time-based cash/RSUs (bi-annual bonus not metric-based), reducing direct pay-for-performance linkage at the CEO level.
- Related-party aircraft time-sharing arrangement (though Audit Committee–approved).
Investment Implications
- Alignment: Significant personal equity/options and substantial voting influence align McGuirk with stock outcomes, but time-based cash and equity at the CEO level dilute metric-linked incentives relative to other NEOs whose bonuses hinge on Revenue and Adjusted OIBDA. Near-term retention is reinforced by the May 2025 $2m bonus service condition.
- Trading signals: 2025 vesting (27k RSUs) plus ongoing tranches from 2023 awards, and in-the-money 2020 options (2027 expiry) create visible liquidity windows that could translate into Form 4 activity around vest and window dates.
- Governance: The Malone Voting Agreement substantially increases CEO voting power (~44% at 2025 AGM), raising entrenchment/independence risk in the absence of a Lead Independent Director; however, committees are fully independent and run by independent chairs.
- Retention and transition risk: No contractual severance reduces payout risk on termination; death/disability/CIC equity acceleration still meaningful (~$2.246m as of 12/31/2024).