Jim Kahan
Live Nation EntertainmentAbout Jim (James S.) Kahan
Independent director of Live Nation Entertainment since 2007; age 77. Former AT&T executive with nearly 38 years at AT&T and predecessors, where he led approximately $300 billion of M&A including Pacific Telesis (1997), Southern New England Telecommunications (1998), Ameritech (1999), AT&T Corp. (2005), Cingular/AT&T Wireless (2004), and BellSouth (2006). Audit Committee member and designated Audit Committee Financial Expert. The board affirms his independence under NYSE and company standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T and predecessors | Executive (corporate development/M&A lead); oversaw ~$300B of acquisitions/divestitures including PT (1997), SNET (1998), Ameritech (1999), AT&T Corp (2005), Cingular/AT&T Wireless (2004), BellSouth (2006) | ~38 years | Led transformative telecom consolidation and integration initiatives |
External Roles
| Organization | Role | Tenure | Public/Private | Committees/Notes |
|---|---|---|---|---|
| Catch Media, Inc. | Director | Current | Private | Digital media company |
| Amdocs Ltd. | Director | 1998 – Jan 2023 | Public | Global telecom software provider |
Board Governance
- Independence: Board determined Kahan is independent. Nine of eleven current directors and ten of eleven nominees are independent.
- Committees: Audit Committee member; the committee’s scope includes financial reporting integrity, auditor oversight, related-party transaction policy, and risk oversight across data privacy, cybersecurity, physical security, health and safety, ESG disclosures, and FCPA compliance. Kahan is one of two designated Audit Committee Financial Experts.
- Attendance: In 2024 the board met four times; all incumbent directors attended at least 75% of aggregate board and committee meetings. Nine of eleven directors attended the 2024 annual meeting.
- Leadership/structure: Non-executive Chair leads the board and presides over executive sessions of non-management directors.
Fixed Compensation (Director)
| Year | Cash Retainer + Committee Fees ($) | Equity Grant – RS (Grant Date Fair Value) ($) | Total ($) |
|---|---|---|---|
| 2024 | 121,000 | 188,362 | 309,362 |
| Notes | Cash includes $100,000 annual retainer + $21,000 Audit Committee member retainer per policy. | RS awards for non-employee directors vest in full on the first anniversary of grant; annual target grant policy $200,000 RS (accounting values vary with ASC 718). | — |
| Sources |
Policy reference:
- Non-employee director cash retainers: Board $100,000; Audit Committee member $21,000; Audit Chair $18,000; no per-meeting fees. Non-executive Chair: +$60,000 (cash or RS).
- Annual equity: $200,000 in restricted stock to each non-employee director; non-executive Chair: +$120,000 RS.
Performance Compensation (Director)
| Component | Metric/Condition | 2024 Amount/Status | Vesting/Terms |
|---|---|---|---|
| Annual equity grant (RS) | Time-based (no performance metrics) | $188,362 (grant date fair value) | Vests in full on first anniversary of grant; ASC 718 valuation governs reported amounts. |
Note: Live Nation’s performance-based metrics framework (AOI, stock price, strategic goals) applies to executives; non-employee director equity is time-based under the disclosed program.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Kahan in 2025 proxy. |
| Prior public company boards | Amdocs Ltd. (1998–Jan 2023). |
| Private/Non-profit boards | Catch Media, Inc. (private). |
| Interlocks/conflicts | Compensation Committee interlocks: none reported for committee members (Kahan is not on Comp Committee). No Kahan-specific interlock issues disclosed. |
Expertise & Qualifications
- Financial and M&A expertise; designated Audit Committee Financial Expert.
- Deep transaction execution background from AT&T consolidation period; senior operating and governance experience.
Equity Ownership
| Holder | Common Stock | Exercisable Options | Unvested RS | Other | Total | % Outstanding |
|---|---|---|---|---|---|---|
| Jim Kahan | 2,447 | — | 2,115 | 100,461 | 105,023 | * |
| Footnote detail | — | — | — | “Other” consists of 70,033 shares held by a trust where Kahan is co-trustee and co-beneficiary; 14,788 shares in a trust where he is trustee and beneficiary; 11,640 shares in trusts where he is trustee and children are beneficiaries; 4,000 shares via a limited partnership where he is a limited partner with certain investment authority. | — | — |
| Record date and base shares outstanding | April 16, 2025; 234,089,506 shares outstanding. | — | — | — | — | — |
| Sources |
Alignment policies:
- Director stock ownership guideline: 5x annual cash retainer (currently $500,000 minimum).
- Hedging prohibited; pledging prohibited without preapproval.
No pledging by Kahan is disclosed in ownership footnotes; the proxy does not attribute any pledged shares to him.
Governance Assessment
-
Strengths
- Independent, long-tenured Audit Committee member and designated financial expert; brings substantial transaction and telecom operating experience to audit, risk, and finance oversight.
- Compensation mix emphasizes equity for directors; no meeting fees; robust ownership guidelines and anti-hedging/pledging controls support alignment.
- Attendance threshold met at board/committee level; engagement evidenced by signed Audit Committee report.
-
Potential Watch Items
- Board refreshment/tenure: Service since 2007 may draw investor focus on refreshment and independence over extended terms; the company emphasizes skills-based assessment over term/age limits.
- Say-on-pay context: 2024 say-on-pay received 62.7% support; while executive-focused, investors may scrutinize overall board oversight. Compensation Committee adopted changes in 2025 (no cash bonuses without performance, consecutive-day stock price conditions, non-overlapping STI/LTI metrics).
- Related-party transactions: None involving Kahan are disclosed; Audit Committee oversees RPT policy. Monitor ongoing Liberty-related arrangements given significant ownership and board designees (general company context, not Kahan-specific).
-
Overall view
- Kahan’s audit and M&A credentials, independence, and equity-linked compensation support investor confidence in financial oversight. Long tenure warrants continued attention to board refreshment but is partially mitigated by his financial expert designation and committee role.
Appendix: Committee Assignments Snapshot
| Committee | Role | Independence/Notes |
|---|---|---|
| Audit | Member; Audit Committee Financial Expert | Committee members independent and financially literate; scope includes cybersecurity, privacy, physical security, ESG disclosures, and RPT oversight. |
Policy References (for alignment and conflicts)
- Director compensation framework (cash and equity retainer levels; vesting)
- Stock ownership guidelines (5x retainer; min $500k)
- Anti-hedging and pledging policy
- RPT policy overseen by Audit Committee; 2024 RPTs listed for Liberty/Atlanta Braves; none attributed to Kahan