Joe Berchtold
Live Nation EntertainmentAbout Joe Berchtold
Joe Berchtold is President & Chief Financial Officer of Live Nation Entertainment. He became President in 2017 and added CFO responsibilities in July 2021, after joining Live Nation in 2011 . He holds a BA in Economics from Pomona College and an MBA from Harvard Business School (Baker Scholar, Loeb Fellow) ; age approximately 60 . Company performance context: FY2024 revenue $23.2B, operating income $825M, and AOI $2.15B ; pay programs emphasize Adjusted Operating Income (AOI) and stock price-based performance shares for alignment . Live Nation’s total shareholder return (TSR) value of a $100 investment reached 181.19 in 2024 (peer group 190.47) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Technicolor (Technicolor Creative Services) | President | — | Led post-production, digital services, film processing & distribution businesses; broad operational P&L experience |
| McKinsey & Company | Partner (led West Coast Media Practice) | — | Drove performance improvement, strategy and media sector expertise; foundation for later operating leadership |
External Roles
No public-company board memberships were disclosed for Berchtold in Live Nation’s proxy; primary responsibilities are as President & CFO .
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,300,000 | 2,000,000 | 2,000,000 |
| Target Annual Cash Bonus (% of Salary) | 200% | 200% | 200% |
| Signing Bonus ($) | 6,000,000 (new 2023 agreement signed Dec-2022) | — | — |
Notes:
- Bonus targets are set annually by the Compensation Committee and keyed to AOI .
- No automatic annual salary increases; adjustments at Committee’s discretion .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 Cash Performance Bonus | Company AOI (pro-forma, constant FX) | 100% | $2,025M | 109% of target | $4,349,037 | Cash; paid Feb-2025 |
| 2022–2027 “Signing” Performance Shares (granted Dec-2022) | Stock price attainment for 60 consecutive days (multiple hurdles) | N/A | Target award 744,691 PSUs | Earned upon hurdle attainments (0–100%) | Shares issued as earned | Settled in restricted stock; acceleration rules per employment agreement |
| Equity vesting practice update (2025 policy) | Consecutive days required for stock-price conditions (e.g., 30 days) | N/A | ≥20–30 consecutive days | Applied prospectively | N/A | N/A |
Program design and changes:
- No cash bonuses without performance requirements; no overlapping performance metrics between STI and LTI; consecutive-days stock price vesting requirement adopted Feb-2025 .
- Primary pay-for-performance drivers are AOI and stock price .
Equity Ownership & Alignment
| Category | Amount | Details |
|---|---|---|
| Beneficial Ownership (as of 4/16/2025) | 1,074,786 shares total | Common stock: 578,173 ; Exercisable options: 228,418 ; Unvested restricted stock: 268,195 ; Ownership <1% of outstanding |
| Stock Ownership Guidelines | 2.5x base salary for executive officers | Board policy; compliance status for individuals not disclosed |
| Hedging/Pledging | Hedging prohibited; pledging requires pre-approval | No pledging disclosed for Berchtold |
| 2024 Equity Activity | 152,033 shares vested; $18.16M value; 81,719 shares withheld for taxes | Options exercised: 44,403; $3.20M value |
Unvested Restricted/Deferred Stock Vesting Schedule (as of 12/31/2024):
| Vesting Date | Shares |
|---|---|
| May 2025 | 30,774 |
| November 2025 | 27,812 |
| May 2026 | 30,774 |
| November 2026 | 27,812 |
| May 2027 | 15,387 |
| November 2027 | 13,906 |
| Total | 146,465 |
Insider selling pressure indicators:
- Material annual vesting and option exercises in 2024 could create periodic supply; tax-withholding share remittances reduced net issuance . Hedging banned; pledging restricted, reducing misalignment risk .
Employment Terms
| Term | Provision |
|---|---|
| Agreement | Berchtold 2023 Agreement effective 1/1/2023; term through 12/31/2027 |
| Base & Bonus | Base $2,000,000; target bonus 200% of base (0–110% payout range) |
| Severance (No Cause / Good Reason) | Cash equal to 2× base salary plus pro-rated/earned bonus; example modeled at 12/31/2024 shows $8,349,037 (comprising $4,000,000 salary payout and $4,349,037 2024 bonus) |
| Equity Treatment | Immediate acceleration of unvested equity upon no cause/good reason termination; PSUs vest based on achieved target stock price if termination on/before 6/30/2025; after 6/30/2025 vest as if highest target achieved |
| Change-in-Control | Immediate vesting of unvested restricted stock; modeled equity value $18,967,218 at 12/31/2024; cash severance requires double trigger (no single-trigger cash) |
| Death/Disability | Bonus payment (e.g., $4,349,037 for 2024); equity acceleration per agreement |
| Covenants | Non-disclosure, non-solicitation, non-disparagement; cause/good reason definitions detailed |
| Clawback | Dodd-Frank compliant clawback approved Sep-2023; 2022–2023 immaterial restatement triggered analysis—no recovery required |
| Tax Gross-ups | No excise tax gross-ups for NEOs |
Multi-Year Compensation (Summary)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 1,300,000 | 2,000,000 | 2,000,000 |
| Bonus ($) | 6,000,000 (signing) | — | — |
| Stock Awards ($) | 42,401,504 | — | — |
| Option Awards ($) | — | — | — |
| Non-Equity Incentive (Cash Bonus) ($) | 2,600,000 | 4,400,000 | 4,349,037 |
| All Other Compensation ($) | 54,591 | 85,940 | 74,935 |
| Total ($) | 52,356,095 | 6,485,940 | 6,423,972 |
Compensation Structure Analysis
- Equity-heavy signing awards shifted from time-based to stock price PSUs; vesting contingent on multi-hurdle price attainment (60 days) aligns outcomes with TSR .
- STI focused on AOI—a key investor metric—promotes operational execution; no guaranteed annual bonuses .
- 2025 policy changes (no identical STI/LTI metrics; consecutive-day vesting; performance-required cash bonuses) respond to 2024 say-on-pay feedback (62.7% support) and raise performance stringency .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 62.7% of votes cast; ISS concerns cited around earlier contract elements .
- Engagement led to three practice changes in Feb-2025 (performance-only cash bonuses, consecutive-day stock price conditions, non-overlapping STI/LTI metrics) .
Compensation Peer Group
Peer set used with consultant support (The Croner Company) in 2024: EA, Endeavor Group Holdings, Fox, Netflix, Paramount, Sirius XM, Spotify, Universal Music Group, Warner Bros. Discovery, Warner Music Group .
Performance & Track Record
- FY2024 highlights: AOI $2.15B; concerts AOI up 65% to $530M; sponsorship AOI $764M up 13%; Ticketmaster FY revenue $3B with high-30s AOI margin .
- Bonus outcomes follow AOI overachievement (109% of target) .
Risk Indicators & Red Flags
- Hedging prohibited; pledging requires pre-approval—reduces misalignment risk .
- No excise tax gross-ups; double-trigger severance—shareholder-friendly constructs .
- Clawback policy active; 2022–2023 immaterial restatement resulted in no recovery needed .
- Related-party transactions disclosed at company level (Liberty arrangements); not specific to Berchtold .
Employment Terms (Detailed Triggers)
- Good reason examples: material reduction in duties/compensation, breach of agreement, geographic relocation, etc. .
- Cause examples: willful misconduct, non-performance, failure to follow directives, certain convictions, material policy violations .
Equity Ownership & Vesting (Detailed)
- Unvested restricted stock scheduled through 2027 totals 146,465 shares, with semiannual vesting (May/Nov) across 2025–2027 .
- Earned-but-unvested PSUs are tracked separately; market-value disclosure shows $58.5M payout value at 12/31/2024 for unearned PSUs (company CAP methodology table) .
Investment Implications
- Strong alignment: STI tied to AOI, LTI to stock price; consecutive-day vesting and removal of overlapping metrics strengthen performance linkage .
- Retention: Two-times base salary severance plus equity acceleration upon double-trigger reduces exit risk for a relationship-driven business .
- Trading signals: Significant scheduled vesting and option exercises can create periodic supply; monitor Form 4s around vest dates (May/Nov cadence) and year-end tax withholdings .
- Governance comfort: No hedging, restricted pledging, active clawback; improvements post-2024 say-on-pay should support future vote outcomes .