Jeff Hinson
About Jeff Hinson
Independent director since 2005 (Audit Committee Chair). Age 70. Former CFO at Univision and Hispanic Broadcasting with deep media/finance experience; designated Audit Committee Financial Expert. Education not disclosed in the proxy. Independence affirmed by the board; current board leadership includes a non-executive chair presiding over executive sessions. Tenure: ~20 years on LYV’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Univision Communications Inc. | EVP & CFO | 2004–2005 | Senior finance leadership for major media company |
| Univision Radio (division of Univision) | SVP & CFO | 2003–2004 | Division finance leadership |
| Hispanic Broadcasting Corporation | SVP & CFO | 1997–2003 | Public-company CFO; media-sector expertise |
| Border Media Partners, LLC | Chief Executive Officer | 2007–2009 | Operator/CEO experience |
| Private financial consultancy | Principal | 2005–2007 | Strategic/financial advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| YouPlus Media, LLC (private) | President | Since Jun 2009 | Ongoing operating role |
| IPTalons, Inc. (private) | CFO & Director | Current | IP protection business |
| Windstream Holdings, Inc. (public) | Director | 2006–2020 | Prior public board service |
| TiVo Inc. (public) | Director | 2007–2019 | Prior public board service |
| Ares Commercial Real Estate Corp. (public) | Director | 2012–2014 | Prior public board service |
| Several privately-held companies | Director | Current | Not named |
Board Governance
- Independence and roles: Independent director; Chair of the Audit Committee; designated Audit Committee Financial Expert alongside Jim Kahan .
- Committee remit (Audit): Oversees financial reporting, auditor appointment/independence, earnings disclosures, risk (privacy, cybersecurity, physical security, H&S, ESG, FCPA), and related-person transactions policy .
- Attendance: The board met four times in 2024; all incumbent directors attended ≥75% of board/committee meetings; nine of eleven directors attended the 2024 annual meeting .
- Leadership/structure: Non-executive chairman leads executive sessions of non-management directors .
- Ownership/ethics policies: Director stock ownership guideline = 5x annual cash retainer (currently $500,000 minimum) within three years; prohibitions on hedging; pledging requires pre-approval; majority voting and resignation policy .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 100,000 | Standard director cash retainer |
| Audit Committee member retainer | 21,000 | Committee member fee |
| Audit Committee chair retainer | 18,000 | Chair premium |
| Fees earned or paid in cash (reported) | 139,000 | Matches policy components |
Performance Compensation
| Equity Element | 2024 Grant-Date Fair Value ($) | Instrument | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual director equity | 188,362 | Restricted stock | Vests in full on first anniversary (on-cycle grants) | None (time-based only) |
Notes: Director equity is set at $200,000 grant-date value by policy (reported fair value may differ due to ASC 718). No per-meeting fees; only non-employee directors are compensated .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Hinson in 2025 proxy |
| Prior public company boards | Windstream Holdings (2006–2020); TiVo Inc. (2007–2019); Ares Commercial Real Estate (2012–2014) |
| Committee interlocks (company-wide disclosure) | Compensation Committee reports no interlocks/insider participation in 2024; Mr. Hinson is not on the Compensation Committee |
| Related-party transactions | Audit Committee oversees RPT policy; 2024 RPTs primarily involve Liberty Media and Atlanta Braves; no Hinson-specific RPTs disclosed |
Expertise & Qualifications
- Audit and financial: Audit Committee Chair; Audit Committee Financial Expert; former public-company CFO (Univision, Hispanic Broadcasting) .
- Sector knowledge: Extensive media and entertainment experience; prior service on multiple public company boards .
- Governance: Long-standing independent director; experienced in auditor oversight, disclosure, and enterprise risk (including cybersecurity/privacy) .
Equity Ownership
| Holder | Common Stock | Exercisable Options | Unvested Restricted Stock | Other | Total | % Outstanding |
|---|---|---|---|---|---|---|
| Jeff Hinson | 50,509 | — | 2,115 | 200 | 52,824 | * |
- “Other” includes 200 shares held by his son in the same household. “*” indicates ownership does not exceed 1% of outstanding shares. Record date April 16, 2025; 234,089,506 shares outstanding .
- Director ownership guideline: minimum $500,000 of LYV equity within three years; compliance status not disclosed .
Governance Assessment
- Positives:
- Independent Audit Chair and designated financial expert; robust remit over financial reporting, auditor independence, and key risk domains (cyber/privacy/ESG/FCPA), supporting investor confidence .
- Strong alignment structures: majority voting with resignation policy; director ownership guidelines; no hedging; pledging only with pre-approval .
- Compensation mix skews to equity for directors (2024: cash $139k vs stock $188k), fostering alignment; no per-meeting fees or options .
- Watch items:
- Long tenure (since 2005) may raise refresh/independence scrutiny for some investors despite continued independence designation and financial expertise .
- Broader shareholder sensitivity to executive pay (2024 say-on-pay approval 62.7%), though the board enacted policy changes in 2025; continued oversight by Audit Chair over disclosure quality remains important .
- Conflicts/related-party exposure:
- No Hinson-specific related-person transactions disclosed; Audit Committee oversees RPT policy and reviewed Liberty/Atlanta Braves arrangements reported for 2024 .
Notes on Attendance and Engagement
- The board met four times in 2024; all incumbent directors met the ≥75% attendance threshold; nine of eleven directors attended the 2024 annual meeting. Non-executive chair presides over executive sessions of non-management directors .
Compensation Structure Detail (Directors)
| Element | Policy Detail |
|---|---|
| Cash retainers | Board: $100,000; Audit: $21,000; Compensation: $15,000; Nominating & Governance: $10,000; additional chair retainers: Audit $18,000; Compensation $15,000; N&G $10,000; Non-exec Board Chair: $60,000 (cash or restricted stock) |
| Equity | $200,000 in restricted stock each year (additional $120,000 for non-exec Board Chair); vests after one year; may elect cash fees in stock; no options |
Related Party Transactions – Context for Oversight
- 2024/early 2025 disclosures include transactions with Atlanta Braves (venue lease, ticketing; 2024 revenue ~$11.1m; expenses ~$4.8m) and Liberty Media governance/registration agreements and ownership (29.75% beneficial), with Liberty nominee directors; Liberty waived committee representation rights .
- Audit Committee (chaired by Hinson) oversees the related-person transaction policy and approves such transactions .
RED FLAGS
- None specifically tied to Hinson disclosed (no attendance issues, no RPTs, no hedging/pledging disclosures). Watch for: long tenure optics; broader say-on-pay sentiment indicates investor scrutiny of governance/comp practices, albeit addressed with 2025 changes .