Carl Vogel

About Carl E. Vogel

Carl E. Vogel, age 67, was nominated by Liberty Media and elected as an independent director of Live Nation Entertainment (LYV) at the June 12, 2025 annual meeting. He is a private investor and industry advisor focused on media and communications for KKR, and since March 2025 has served as Interim CEO of Production Resource Group, a KKR portfolio company. Previously he was President of DISH Network (Sep 2006–Feb 2008), Vice Chairman of DISH (Jun 2005–Mar 2009), Vice Chairman/Senior Advisor at EchoStar (Oct 2007–Mar 2009), and President & CEO of Charter Communications (2001–2005); he also worked as an executive in Liberty-affiliated companies prior to joining Charter. The board anticipates he will be determined independent under NYSE-aligned guidelines .

Past Roles

External Roles

Board Governance

• Committee assignments: As a new nominee designated by Liberty in place of Greg Maffei, committee membership for Mr. Vogel was not specified in the 2025 proxy; Liberty has revocably waived committee representation rights in the Liberty Stockholder Agreement .
• Independence: The board anticipates Mr. Vogel will be determined independent under company guidelines aligned with NYSE standards .
• Election outcome and engagement: Mr. Vogel was elected June 12, 2025; the company uses majority voting and a director resignation policy for failed majority votes .
• Board activity and attendance: In 2024, the board met four times and all incumbents attended at least 75% of board/committee meetings; nine of eleven directors attended the 2024 annual meeting. Executive sessions are presided over by the non-executive Chairman (Randall Mays) .

2025 Annual Meeting Voting (Director Election)

Fixed Compensation

• Structure for non-employee directors (per policy):
  • Board annual cash retainer: $100,000
  • Committee member annual retainers: Audit $21,000; Compensation $15,000; Nominating & Governance $10,000
  • Committee chair additional retainers: Audit Chair $18,000; Compensation Chair $15,000; Nominating & Governance Chair $10,000
  • Non-executive Chairman additional cash retainer: $60,000 (electable in cash or restricted stock)
  • Annual restricted stock grant to directors: $200,000 (time-based vesting; average closing price over prior 20 trading days); Chairman additional annual $120,000 restricted stock .
  • No per-meeting fees .

Notes for Mr. Vogel: As a new director elected in June 2025, he is expected to receive a pro-rated initial restricted stock grant per policy; committee fees, if any, will depend on post-annual meeting assignments (not disclosed in the proxy/8-K) .

Performance Compensation

• Non-employee director equity awards are time-based restricted stock and do not include performance metrics (no options currently used). Directors may elect to receive cash fees in stock; no hedging is permitted and pledging requires preapproval per company policy .
• Clawback policy is applicable to executive officers’ incentive-based compensation under NYSE listing standards; no director-specific performance vesting framework is disclosed .

Other Directorships & Interlocks

• Liberty nomination/interlock: Liberty Media has the right to nominate up to two directors while it retains specified ownership levels; Mr. Vogel was designated by Liberty to replace Greg Maffei. Liberty has waived committee representation rights. Liberty beneficially owns 69,645,033 LYV shares (29.75% of outstanding), providing significant influence; Liberty nominees receive director compensation on the same basis as other non-employee directors .
• Sphere Entertainment: Mr. Vogel is a director of Sphere Entertainment Corporation (venue operator); the proxy does not disclose related-party transactions with Sphere; any potential conflicts would be subject to the Audit Committee’s related-person transaction oversight .
• AMC Networks: Current directorship; no LYV related-party transactions disclosed with AMC in the proxy .

Expertise & Qualifications

• Extensive executive leadership across media/communications (Charter, DISH, EchoStar) and advisory roles with KKR, bringing deep operating, strategy, and industry experience. Multiple public company directorships add governance expertise suited to LYV’s business model .

Equity Ownership

• Ownership guidelines: Directors must own, or acquire within three years of joining the board, LYV equity with market value ≥ 5x annual cash retainer (currently $500,000 minimum) .
• As of the April 16, 2025 record date, Mr. Vogel beneficially owned no LYV shares; he was not yet a director at that time and is expected to receive a pro-rated restricted stock grant upon appointment per policy .

Policy constraints:

• No hedging of company securities; pledging only with preapproval .
• Equity awards to directors vest in full by the first anniversary of grant (standard cycle) .

Governance Assessment

• Strengths:

  • Anticipated independence; seasoned operator with board experience (AMC Networks, Sphere) enhances board skill mix .
  • Robust governance framework: majority voting with resignation policy; independent non-executive Chair; prohibitions on hedging and repricing; clawback policy for executives; strong director ownership guidelines .
  • Board self-assessments and stockholder engagement; say-on-pay passed at 2025 annual meeting; Compensation Committee enacted changes aligning with investor feedback (no cash bonuses without performance, consecutive-day stock price attainment for performance shares, no overlapping STI/LTI metrics) .

• Watch items / potential conflicts (signal monitoring):

  • Liberty influence: Large shareholder (29.75%) with nomination rights; Vogel is a Liberty designee. While Liberty has waived committee rights, its ownership/nomination role warrants ongoing monitoring of independence in practice and related-party oversight by the Audit Committee .
  • External venues: Directorship at Sphere Entertainment (venue operator) could create perceived conflicts if LYV enters material transactions with Sphere; no related-party transactions disclosed in the proxy, but future dealings should be reviewed under the Related-Person Transactions Policy .
  • Ownership alignment: As of the record date, Mr. Vogel held no LYV shares; director ownership guideline requires $500,000 within three years—track compliance as grants/holdings accrue .

Shareholder Voting Signals

Related-Party Transactions Framework

• The Audit Committee oversees all related-person transactions (>$120,000) involving directors, officers, ≥5% holders and immediate family members; notable ongoing relationships include those with Liberty and Atlanta Braves Holdings, with 2024 revenue/expense detail disclosed for Braves and limited 2024 interactions with a former Liberty subsidiary (satellite radio company) .
• Liberty Stockholder Agreement details nomination rights, acquisition caps, and transfer provisions; Liberty’s designee swap (Vogel replacing Maffei) occurred for the 2025 slate .

Overall, Vogel adds experienced media/communications leadership and board depth; investors should monitor committee assignments post-election, ownership guideline progress, and any transactions intersecting Liberty or Sphere to ensure robust independence and alignment with shareholders .