Michael Rapino
Live Nation EntertainmentAbout Michael Rapino
Michael Rapino is President and Chief Executive Officer of Live Nation Entertainment and has served in this role since 2005; he has also been a director since 2005 (age 59) . Under his leadership, Live Nation delivered record 2024 results including revenue of $23.2 billion, operating income of $825 million, and Adjusted Operating Income (AOI) of $2.15 billion . The company reports its TSR outpaced peers from 2021 to 2023, though it lagged in 2020 and 2024; AOI is the core performance measure used to determine executive cash bonuses .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Live Nation Entertainment | President & Chief Executive Officer | 2005–present | Led company to record 2024 results: Revenue $23.2B; AOI $2.15B |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sirius XM Holdings Inc. | Director | Current as of 2025 | Public company governance experience |
Fixed Compensation
| Year | Base Salary ($) | Bonus Target | Actual Cash Bonus ($) |
|---|---|---|---|
| 2022 | 3,000,000 | 200% of base salary (=$6,000,000) under 2017 agreement | 12,000,000 |
| 2023 | 3,000,000 | $17,000,000 (AOI-based) | 18,700,000 |
| 2024 | 3,000,000 | $17,000,000 (AOI-based target of $2,025M) | 18,483,407 (109% attainment) |
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Short-Term Incentive (STI) | Company AOI (pro-forma, constant currency) | N/A | $2,025M AOI | 109% attainment | $18,483,407 cash | N/A |
| Annual Performance-Based RS Award (2023 cycle, granted 2024) | Strategic goals: Regulatory (50%), Leadership (25%), Workforce (25%) | 50% / 25% / 25% | 100% attainment | 96% attainment | 103,941 RS ($9.6M valued per agreement) | 50% on 2/28/2024; 50% on 2/28/2025 |
| 2022 Signing Performance Shares (LTI) | Stock price targets achieved for 60 consecutive days | N/A | Target 1,117,037 PSUs | Ongoing performance period 7/1/2022–12/31/2027 | Settles in restricted stock as targets met | Vests upon threshold attainment; settles in RS during performance window |
Equity Ownership & Alignment
| As of Record Date (Apr 16, 2025) | Shares |
|---|---|
| Common Stock | 3,517,139 |
| Exercisable Options | 477,602 |
| Restricted Stock (Unvested) | 567,997 |
| Total Beneficial Ownership | 4,562,738 |
| Ownership % of Outstanding | 1.95% |
- Stock ownership guidelines require CEO to hold equity ≥5x base salary; hedging is prohibited and pledging requires preapproval .
- 2024 vesting/exercises: 150,000 options exercised ($10,813,885 value); 379,876 shares vested ($41,375,474 value). 204,281 shares were withheld to cover taxes upon vesting .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Rapino 2022 Agreement effective 7/1/2022; term ends 12/31/2027 |
| Base Salary | $3,000,000 per year; future increases not guaranteed |
| Annual Cash Bonus | Target $17,000,000; AOI-based; payout range 0–110% |
| Annual Performance RS Award | Target value ≥$10,000,000; 50% vests at grant, 50% after 1 year upon strategic goal attainment |
| Signing Awards (2022) | $6,000,000 cash signing bonus; 333,751 RS (95,357 vest 1/1/2024; remainder in four equal annual installments) |
| Performance Shares (2022) | Target 1,117,037 PSUs; vest upon stock price targets achieved for 60 consecutive days during 7/1/2022–12/31/2027; settle in RS |
| Perquisites | Personal aircraft permitted up to 125 hours/year; personal security measures; 401(k) match; auto allowance |
| 2024 Perquisite Amounts | Security $1,191,840; Aircraft $444,658; other small items |
| Severance (No Cause / Good Reason) | Cash: 2x (base salary + prior year bonus); immediate acceleration of all unvested equity (Signing PS vest as if highest target achieved); $5,000/month medical for up to 36 months (subject to release) |
| Death/Disability | Cash equal to base salary + most recent bonus; equity acceleration (Signing PS vest based on current target for death; highest target for disability) |
| Change-in-Control | Immediate vesting of unvested restricted shares per plan; cash severance requires double trigger (no single-trigger cash severance) |
| “Cause” / “Good Reason” | Defined (incl. willful failure, misconduct, certain crimes, covenant breaches; good reason includes compensation reduction, breach, board renomination failure, reporting, diminution, duties inconsistent with CEO role, relocation) |
Board Governance
- Board service: Director since 2005; currently serves on Executive Committee .
- Independence: Board has non-executive Chairman; CEO is the only management member on the board; majority independent (9 of 11 current directors; 10 of 11 nominees) .
- Committees: Executive Committee member; Compensation Committee chaired by an independent director; all Compensation, Audit, and Nominating members are independent .
- Board activity and attendance: Board met 4 times in 2024; all incumbents attended ≥75% of meetings; nine directors attended 2024 annual meeting; executive sessions presided over by non-executive chairman .
- Director compensation: As CEO, Rapino receives no separate director compensation .
Compensation Peer Group
Electronic Arts Inc.; Endeavor Group Holdings Inc.; Fox Corporation; Netflix Inc.; Paramount Global; Sirius XM Holdings Inc.; Spotify Technology S.A.; Universal Music Group N.V.; Warner Bros. Discovery Inc.; Warner Music Group Corporation .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 62.7% of votes cast supported the proposal .
- 2025 program changes in response: No cash bonuses without performance; consecutive days required for stock price vesting (currently 30 days, minimum 20); no overlapping metrics between STI and LTI .
Compensation Structure Analysis
- Mix and risk: Majority of CEO compensation is performance-based (85% in 2024) .
- Shift to performance shares: 2022 agreement emphasizes stock-price-conditioned PSUs that deliver over the 5-year term and vest only upon aggressive stock price targets .
- Discretionary elements curtailed: Committee eliminated non-performance cash awards and overlapping STI/LTI metrics in 2025 after investor feedback .
- Multi-year pay trend: Total compensation was $139.0M (2022, driven by performance share and RS grants + signing bonus), $23.4M (2023), and $33.0M (2024) .
Vesting Schedules & Insider Selling Pressure
| Item | Details |
|---|---|
| 2024 RS Grant (for 2023 performance) | 103,941 RS; 50% vested 2/28/2024; 50% vest 2/28/2025 |
| 2022 RS from Agreement | 95,357 shares vested 1/1/2024; remainder vests annually in four equal installments (years 2024–2027) |
| 2024 Option Exercises | 150,000 options exercised; $10,813,885 value realized |
| 2024 Stock Vested | 379,876 shares; $41,375,474 value realized; 204,281 shares withheld for taxes |
Related Party Transactions (Context)
Liberty Media beneficially owned 69,645,033 shares (29.75%) as of 4/16/2025 and has board nomination rights; the company also disclosed certain ordinary-course transactions with Liberty-related entities and Atlanta Braves Holdings; no related-party transactions specific to Rapino were disclosed .
Risk Indicators & Red Flags
- Large potential severance: Termination without cause/good reason estimated total value $197.4M as of 12/31/2024, including equity acceleration; change-in-control equity acceleration potential $153.8M (no single-trigger cash severance) .
- Perquisites: Significant personal security and aircraft costs ($1.19M and $0.44M in 2024) may draw scrutiny, though the company deems security necessary for the role .
- Governance safeguards: No excise tax gross-ups; clawback policy adopted in 2023; hedging prohibited; pledging requires preapproval; double-trigger cash severance .
- Shareholder sentiment: Relatively low 2024 say-on-pay support (62.7%) triggered program changes; continued engagement with investors .
Equity Ownership & Alignment Details
| Component | Policy / Data |
|---|---|
| Ownership Guideline | CEO: ≥5x base salary; Directors: ≥5x annual cash retainer |
| Hedging | Prohibited |
| Pledging | Requires preapproval |
| Alignment Mechanisms | AOI-based cash bonuses; stock-price-conditioned PSUs; annual strategic RS awards |
Compensation Committee & Process
- Composition: Independent directors Hollingsworth (Chair), Iovine, Mays, Watkins .
- Consultant: The Croner Company (independence assessed; no conflicts) .
- Philosophy: Pay-for-performance with emphasis on AOI; alignment through equity and ownership guidelines .
- Oversight: Report reviewed/approved; clawback policy implemented; risk assessment performed .
Investment Implications
- Pay-for-performance is tightly linked to AOI and stock-price-conditioned PSUs, aligning the CEO’s incentives with revenue/AOI growth and TSR; continued record AOI supports near-term incentive realizations .
- Vesting calendars and large equity overhang (performance shares through 2027) can create episodic selling pressure upon vesting/exercise milestones; 2024 realized values indicate material liquidity events .
- Severance/change-in-control economics imply significant acceleration risk that could affect dilution/overhang in corporate events; the double-trigger structure mitigates pure transaction incentives but equity acceleration is sizeable .
- Governance changes in 2025 (no non-performance cash awards, no overlapping metrics, consecutive-day stock price thresholds) should improve say-on-pay outcomes and reduce perceived pay inflation risk, a modest positive for sentiment .