Brian Capo
Live Nation EntertainmentAbout Brian Capo
Brian Capo, 58, is Senior Vice President–Chief Accounting Officer at Live Nation Entertainment (LYV), serving in this role since joining the company in December 2007; he is part of management’s risk reporting to the Audit Committee and is a signatory on LYV’s SEC filings . Company performance during his tenure includes 2024 revenue of $23.2B, operating income of $825M, and Adjusted Operating Income (AOI) of $2.15B; LYV’s 2024 total shareholder return (TSR) measured as the value of an initial $100 investment was 181.19 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Live Nation Entertainment, Inc. | Senior Vice President – Chief Accounting Officer | 2007–present | Risk oversight reporting to Audit Committee; signatory for 10-Q/8-K filings |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Cash Bonus Paid ($) |
|---|---|---|---|
| 2022 | 425,000 | 50% of base | 137,500 (net paid after recoupment) |
| 2023 | 425,000 | 50% of base | 137,500 (net paid after recoupment) |
| 2024 | 450,000 | 50% of base | 225,000 (100% of target) |
| 2025 (in effect) | 475,000 (base set for 2025) | 50% of base | — |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout / Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Company Adjusted Operating Income (AOI) | 100% | $2,025M AOI; Capo bonus scaled 90–100% | 109% of AOI target achieved | $225,000 (100% of target) |
| Restricted Stock Grant (2/28/2024; 2,405 sh) | 2024 AOI threshold/target | — | Threshold $1,822.5M; Target $2,025M | AOI achieved at 109% | 1,202 sh vested 3/31/2025; 1,203 sh vest 3/31/2026 (cont. employment) |
| Stock/Options Activity (2024) | — | — | — | — | Options exercised: 5,000 sh; value realized $356,400. RS vested: 1,621 sh; value realized $164,653; 666 sh withheld for taxes |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (as of 4/16/2025) | 9,827 sh total: 5,143 common; 4,491 unvested restricted; 193 “Other” |
| Ownership % of Shares Outstanding | Less than 1% (“*”) |
| Vested vs Unvested (Dec 31, 2024 schedule) | Earned-but-unvested total 3,526 sh; scheduled vestings: Mar-2025 2,324 sh; Mar-2026 1,202 sh |
| Shares Pledged / Hedging | Hedging prohibited; pledging requires pre-approval per company policy; no pledges disclosed for Capo |
| Ownership Guidelines | Executive officers expected to hold ≥2.5x base salary in equity within 3 years; compliance status for Capo not disclosed |
| Insider Tax Withholding | 666 sh withheld upon 2024 RS vesting for taxes |
Employment Terms
| Provision | Summary |
|---|---|
| Agreement Term | Capo 2022 Agreement effective Jan 1, 2022 through Dec 31, 2026; thereafter at-will |
| Severance (no CIC) | If terminated without “cause” or resigns for “good reason,” cash severance equal to 9 months base salary (e.g., $337,500 at 2024 rates) |
| Change-in-Control (CIC) | Immediate vesting of outstanding unvested restricted stock upon CIC; example value for Capo’s RS as of 12/31/2024: $456,617 (at $129.50/sh) |
| Triggers | Cash severance requires termination (double-trigger practice for NEOs; company policy notes “no single trigger” for cash) |
| Covenants | Non-disclosure, non-solicitation, non-competition and indemnification provisions included |
| Clawback | NYSE-compliant clawback adopted Sept 2023; a restatement triggered analysis, with Compensation Committee determining no recovery required |
Investment Implications
- Alignment: Capo’s incentives are tied to AOI and RS vesting conditions; 2024 bonus paid at 100% as AOI reached 109% of target, supporting pay-for-performance linkage . Equity accelerates on CIC; cash severance requires termination (double-trigger), reducing windfall risk .
- Vesting/Supply: 1,203 RS shares scheduled to vest on Mar 31, 2026 (following 1,202 sh on Mar 31, 2025), with typical tax withholding at vest (e.g., 666 sh withheld in 2024) — potential minor selling/withholding pressure around vest events .
- Ownership/Retention: Beneficial ownership is modest at 9,827 shares (<1%), with policy expectations of 2.5x salary in equity; severance is nine months’ salary, indicating moderate retention protection without excessive guarantees .
- Governance trend: 2024 say-on-pay approval was 62.7%; in Feb 2025 the Compensation Committee tightened practices (no cash bonuses without performance, consecutive-day stock price conditions, no overlapping STI/LTI metrics), specifically adjusting Capo’s metrics for 2025 — signaling responsiveness to shareholder feedback and stronger incentive design .