Edgar Bronfman Jr.
FuboTVAbout Edgar Bronfman Jr.
Edgar Bronfman Jr. is Executive Chairman and a director of Fubo since May 2020; age 69. He co-founded and chairs Waverley Capital and previously served as CEO and Chairman of Warner Music Group, with extensive operating and board experience across media and technology, and high financial literacy per Fubo’s board qualifications . Company performance under his board tenure shows 2024 revenue of $1,622.8M (+19% YoY), with notable improvements in adjusted EBITDA (+$115M) and free cash flow (+$104M); North America revenue was $1.59B, ARPU $85.97, paid subscribers 1.676M . Fubo’s multi-year pay-versus-performance table shows TSR declines in recent years and continued net losses alongside revenue growth (see table below) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Waverley Capital LLC | Chairman, Co-Founder, GP | Oct 2017–present | Media-focused VC leadership; sector expertise and investment network |
| Accretive, LLC | Managing Partner | 2014–Dec 31, 2022 | Private equity investing; operational and value creation experience |
| Warner Music Group | CEO; Chairman; Director | CEO: Mar 2004–Aug 2011; Chair: Mar 2004–Jan 2012; Board: Mar 2004–May 2013 | Led turnaround and major strategic shifts in global entertainment |
| Waverley Capital Acquisition Corp. 1 (SPAC) | Chairman of Board | Mar 2021–Sep 2023 | Deal-making and public markets transaction experience |
| IAC/InterActiveCorp | Director | Feb 1998–Oct 2019 | Governance and strategy at large internet conglomerate |
| R1 RCM (f/k/a Accretive Health) | Director | Oct 2006–Feb 2016 | Healthcare services oversight; operating metrics orientation |
| Global Thermostat Operations, LLC | Executive Chairman | 2010–2023 | Climate-tech commercialization leadership |
| Falcon Capital Acquisition Corp | Director | 2020–2022 | SPAC board role; capital markets and M&A |
| Zero Carbon Systems Inc. | Director | May 2024–present | Board role post-acquisition of Global Thermostat |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Endeavor Global, Inc. | Chairman of the Board | — | Global entrepreneurship non-profit leadership |
| NYU Langone Health | Board of Trustees | — | Healthcare governance |
| Council on Foreign Relations | Board Member | — | Policy and global affairs network |
| Ann L. Bronfman Foundation | Vice President | — | Philanthropy leadership |
| Clarissa & Edgar Bronfman Jr. Foundation | Director | — | Philanthropy |
Fixed Compensation
| Year | Cash Retainer / Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2022 | 95,000 | — | Executive Chairman retainer; no base salary program |
| 2023 | 96,997 | — | Executive Chairman retainer |
| 2024 | 100,000 | 20,751 | Executive Chairman retainer under director policy; not eligible for annual bonus |
Director compensation policy: Non-employee director base fee $50,000; Chairman of the Board (including Executive Chairman) additional $50,000; committee chair/member retainers as specified; annual RSU grant $228,000 with vesting and CIC acceleration; initial RSU/option grant $330,000 for new directors . Bronfman’s retainer aligns with the $50,000 base + $50,000 chair fees .
Performance Compensation
Bronfman does not participate in annual cash bonus programs . His incentive alignment is primarily via stock options and a time-based RSU granted in early 2025 (three-year vesting) .
Option Awards and Vesting Terms
| Grant Date | Type | Shares (#) | Strike ($) | Expiration | Vesting / Performance Triggers |
|---|---|---|---|---|---|
| 4/29/2020 | Performance-based options | 1,875,000 | 8.75 | 4/29/2027 | 4 equal annual installments or accelerated upon price milestones; fully vested in 2020 upon milestones |
| 6/28/2020 | Performance-based options | 1,203,297 | 11.15 | 4/29/2027 | Same as above; fully vested in 2020 upon milestones |
| 5/19/2021 | Performance-based options | 916,667 exercisable; 458,333 unearned | 19.59 | 5/18/2028 | 4 equal annual installments or earlier upon stock price milestones $12/$16/$20/$24; Tranche 1 and 2 targets met in 2021; one-third vested on May 19, 2022 and May 19, 2023 |
Acceleration and non-compete: Upon “good leaver” termination prior to a change in control, unvested options may remain eligible to vest upon attainment of price targets; tranches vest if price targets achieved but anniversary not reached; all unvested options immediately vest upon change in control; if services terminate prior to/in connection with/within 12 months following a change in control prior to the third anniversary of grant, a 24-month non-compete applies . Bronfman had no option exercises or stock vesting in 2024 (0/0) .
2025 Time-based RSU
- Granted in early 2025 in consideration of Executive Chairman services; vests over three years (equal annual installments); subject to standard acceleration provisions in CIC/severance frameworks .
Company Performance Context (Pay vs Performance)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Revenue ($) | 1,008,696,000 | 1,368,225,000 | 1,622,796,000 |
| Net Income (Loss) ($) | (561,919,000) | (287,917,000) | (176,091,000) |
| TSR – Value of $100 Investment ($) | 17 | 31 | 12 |
2024 highlights: Global revenue up 19%; +$115M adjusted EBITDA improvement; +$104M free cash flow improvement; NA ARPU $85.97; 1.676M paid subscribers .
Equity Ownership & Alignment
| Category (as of Apr 22, 2025) | Shares (#) | Notes |
|---|---|---|
| Options exercisable within 60 days | 3,994,964 | Directly held options |
| Direct common shares | 85,539 | Personal holdings |
| Edgar Bronfman Family EMBT | 63,788 | Family trust |
| Waverley Capital, LP | 1,348,228 | GP Waverley Capital Partners, LLC; shared voting/investment power; beneficial ownership disclaimed except pecuniary interest |
| Luminari Capital, L.P. | 2,573,732 | GP Luminari Capital Partners, LLC; Bronfman assignee interest; beneficial ownership disclaimed except pecuniary interest |
| WL fuboTV, LP | 598,293 | GP WL fuboTV GP, LLC; shared voting/investment power; beneficial ownership disclaimed except pecuniary interest |
| Total beneficial ownership | 8,664,544 (2.5% of outstanding) | Based on 341,539,797 shares outstanding |
- Anti-hedging policy prohibits hedging instruments (e.g., collars, swaps, exchange funds) for directors and officers .
- No pledged-share disclosures for Bronfman were indicated in the beneficial ownership footnotes .
Employment Terms
| Term | Disclosure |
|---|---|
| Agreement | Letter agreement dated Apr 29, 2020, amended Apr 16, 2024 (“Bronfman Letter Agreement”) |
| Role | Executive Chairman (dual role: officer + director) |
| Term & Termination | Indefinite; terminable by either party on 30 days’ notice |
| Severance | No cash severance amounts disclosed; potential equity treatment per option agreements (good leaver and CIC terms) |
| CIC Treatment | Any unvested portion of option awards outstanding at CIC immediately vests and becomes exercisable |
| Non-compete | 24-month non-compete if services terminate prior to/in connection with/within 12 months after a change in control prior to third anniversary of grant |
Board Governance
- Service history: Executive Chairman and director since May 2020 .
- Committee roles: Bronfman does not serve on standing committees; Audit, Compensation, and Nominating/Governance committees are 100% independent; current chairs: Audit (Laura Onopchenko), Compensation (Neil Glat), Nominating/Governance (Daniel Leff) .
- Attendance: 19 Board meetings in FY2024; each director attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Regular sessions of non-management and independent directors; audit chair presides over independent director sessions .
- Dual-role implications: As Executive Chairman, Bronfman is not independent; governance mitigants include fully independent key committees and structured executive sessions .
Compensation Structure Analysis
- Cash vs equity mix: 2024 compensation is predominantly fixed cash retainer ($100,000) with modest other compensation; no bonus, no 2024 equity awards; time-based RSU added in early 2025 introduces retention-focused equity .
- Shift in equity vehicles: Earlier incentives emphasized performance-based options with stock price milestones (alignment with share price); introduction of time-based RSU in 2025 lowers performance risk but strengthens retention .
- No discretionary bonus for Executive Chairman; bonus program excludes Bronfman .
- Change-in-control provisions: Strong acceleration on options; non-compete may constrain post-CIC transitions .
Risk Indicators & Red Flags
- Hedging prohibited for insiders, reducing misalignment risk .
- Large option overhang exercisable within 60 days (3.995M) could create selling pressure if exercised, though Bronfman had zero exercises/vests in 2024 .
- Potential interlocks/conflicts: Shared voting/investment power over Fubo shares held by Waverley/Luminari/WL fuboTV, where Bronfman and director Daniel Leff are managing members/affiliates; beneficial ownership disclaimed except pecuniary interest .
- Dual role (Executive Chairman + director) raises independence concerns; mitigated by fully independent committees and executive sessions .
Equity Ownership & Alignment – Detail on Vesting/Pressure
| Instrument | Vested vs Unvested | Key Dates |
|---|---|---|
| 2020 perf options @ $8.75 / $11.15 | Fully vested; 2027 expiration | 4/29/2027 |
| 2021 perf options @ $19.59 | 916,667 exercisable; 458,333 unearned (milestone/time triggers outstanding) | 5/18/2028 expiration; Tranche 1 & 2 met in 2021; vests annually (May 19) or on price milestones |
| 2025 time-based RSU | Unvested; 3-year ratable vest | Annual vesting over 3 years |
Director Compensation (for governance context)
| Component | Amount |
|---|---|
| Base cash retainer (non-employee director) | $50,000 |
| Chairman of the Board retainer | $50,000 |
| Annual equity grant (RSUs or options) | $228,000, one-year vest; accelerates on CIC |
| Initial equity grant (upon joining board) | $330,000, three-year vest (RSUs) or 36-month (options) |
| Committee chair/member retainers | Audit Chair $30k; Audit Member $12.5k; Comp Chair $20k; Comp Member $9.5k; N&G Chair $15k; N&G Member $6k |
Note: Executive Chairman receives board-related retainers per policy; Bronfman’s 2024 cash was $100,000 consistent with base + chair retainers .
Investment Implications
- Alignment: Bronfman’s legacy performance-based options tightly link value to share price milestones; the new 2025 time-based RSU adds retention focus, modestly diluting performance sensitivity; net 2024 pay was low vs CEO, limiting cash misalignment .
- Selling pressure: 3.995M options exercisable within 60 days signal potential supply overhang, but zero 2024 exercises/vests reduce immediate pressure; watch option maturities (2027–2028) and stock price relative to $19.59 strike on 2021 grant .
- Retention/CIC dynamics: Indefinite-term, at-will arrangement with strong CIC acceleration and a 24-month non-compete could stabilize leadership through strategic transactions (e.g., Hulu + Live TV combination) but may concentrate power in a dual-role leader .
- Governance quality: Fully independent committees, consistent attendance, and structured executive sessions mitigate Executive Chairman independence risks; however, shared fund interests (Waverley/Luminari/WL fuboTV) warrant monitoring for potential conflicts in strategic and capital allocation decisions .