Michael Rowles
Live Nation EntertainmentAbout Michael Rowles
Michael G. Rowles is Executive Vice President, General Counsel and Secretary of Live Nation Entertainment, serving as General Counsel since March 2006 and Secretary since May 2007; age 59 as of February 13, 2025, indicating ~19 years of tenure in the role . He holds a JD (magna cum laude) and BA in Speech Communications with a business minor from the University of Illinois . Rowles’ remit spans legal oversight across Live Nation’s global businesses, including regulatory, governance and M&A matters, notably the Ticketmaster merger integration . Company performance context: FY2024 revenue $23.2B; operating income $825M; adjusted operating income (AOI) $2.15B; and TSR since 2019 base at $181.19 vs peer TSR $190.47, with FY2024 net income $896M and AOI $2,145.9M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Entravision Communications | SVP, General Counsel & Secretary | 2000–2006 | Built and led legal function for a Spanish-language media company |
| Zevnik Horton Guibord McGovern Palmer & Fognani, LLP | Partner | Pre-2000 | Corporate practice with emphasis on securities and M&A |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ticketmaster (subsidiary) | Board Member | Not disclosed | Governance involvement tied to Live Nation’s ticketing arm |
| Legal 500 GC Powerlist (US) | Recommended Individual | 2019 | Recognition for building Live Nation’s legal function and executing Ticketmaster merger |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 800,000 | 1,100,000 | 1,100,000 |
| Target Bonus % of Salary | 100% | 150% | 150% |
| Target Bonus ($) | 800,000 | 1,650,000 | 1,650,000 |
| Actual Bonus Paid ($) | 800,000 | 1,650,000 | 1,650,000 |
| Stock Awards ($) | 5,495,096 | — | — |
| All Other Compensation ($) | 52,489 | 78,768 | 31,954 |
| Total Compensation ($) | 7,147,585 | 2,828,768 | 2,781,954 |
Performance Compensation
| Incentive Type | Metric | Target | Actual/Payout | Vesting/Structure |
|---|---|---|---|---|
| Annual Cash Bonus | Adjusted Operating Income (AOI) | $2,025M AOI (pro-forma, constant FX) | 109% achieved; payout $1,650,000 (100% of target) | Paid for FY2024 performance |
| Performance Share Units (PSUs) | Stock Price Attainment | 74,469 target PSUs; vest upon various stock price targets sustained for 60 days | Earned PSUs settled in RS; actual earned shares depend on price targets; not disclosed | Settlement vests: 50% at attainment date, 20% at 1-year, 20% at 2-year, 10% at 3-year (if before 12/31/2027) |
- Committee changes (Feb 2025) to compensation practices: no cash bonuses without performance, require consecutive days for stock-price vesting (currently 30), and no overlapping short/long-term metrics .
Equity Ownership & Alignment
| Ownership Component | Amount |
|---|---|
| Common Stock (Direct/Indirect) | 168,527 |
| Exercisable Options (within 60 days of 4/16/2025) | 89,151 |
| Restricted Stock Unvested | 26,819 |
| Total Beneficial Ownership | 284,497 |
| Ownership % of Shares Outstanding | <1% (asterisked in proxy) |
- Stock ownership guidelines: executives must hold equity ≥2.5x base salary; CEO 5x; robust hedging prohibition and pledging requires preapproval .
- Insider trading policy filed as an exhibit to 2024 10-K .
- Clawback policy (Dodd-Frank/NYSE compliant) adopted Sept 2023; immaterial restatement reviewed—no clawback required .
Options and Restricted Stock Detail (as of 12/31/2024)
| Instrument | Quantity | Exercise Price | Expiration |
|---|---|---|---|
| Stock Option | 35,000 | $24.96 | 03/2025 |
| Stock Option | 91,964 | $19.36 | 02/2026 |
| Stock Option | 63,776 | $29.03 | 03/2027 |
| Stock Option | 14,375 | $44.05 | 03/2028 |
| Stock Option | 11,000 | $56.77 | 02/2029 |
| Unvested RS (total) | 14,646 | — | market value $1,896,657 at $129.50 12/31/2024 |
Scheduled RS Vesting (as of 12/31/2024)
| Vest Date | Shares |
|---|---|
| May 2025 | 3,077 |
| Nov 2025 | 2,781 |
| May 2026 | 3,077 |
| Nov 2026 | 2,781 |
| May 2027 | 1,539 |
| Nov 2027 | 1,391 |
| Total | 14,646 |
Insider Transactions & Potential Selling Pressure (FY2024)
| Activity (2024) | Shares | Value |
|---|---|---|
| Options Exercised | 35,000 | $2,543,860 |
| RS/Stock Vested (gross) | 17,575 | $2,053,441 |
| Shares Withheld for Taxes on Vesting | 9,464 | $1,105,382 |
- Regular vesting and tax withholding can create episodic selling pressure, though no pledging/hedging by policy .
Employment Terms
| Term | Details |
|---|---|
| Current Agreement | Rowles 2023 Agreement (effective Jan 1, 2023) through Dec 31, 2027; at-will thereafter |
| Base Salary | $1,100,000 (from Jan 1, 2023; prior $800,000; COVID salary reductions in 2020 reversed Apr 16, 2021) |
| Annual Bonus Target | 150% of base salary (post-2023); 100% of base (pre-2023) |
| Severance (without cause / good reason) | Cash equal to 2x base salary plus prior-year bonus; pro-rated current-year bonus; immediate acceleration of unvested equity (PSUs vest at then-achieved stock price); release required |
| Change-of-Control | Equity acceleration per grant agreements; cash severance requires double trigger (no single-trigger cash) |
| Non-Compete/Non-Solicit | Non-solicit, non-disparagement, confidentiality; non-compete not specified in Rowles 2023 (Capo’s includes non-competition, not broadly applicable) |
| Clawback | Policy adopted Sept 2023; no recovery after immaterial restatement review |
| Hedging/Pledging | Hedging prohibited; pledging requires preapproval |
| Other Perquisites | Tickets to Live Nation events for friends/family; 401(k) company contribution (2024 all other comp $31,954) |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (Index $100 from 2019) | 97.58 | 130.96 | 181.19 |
| Net Income (Loss) ($000s) | 266,440 | 556,893 | 896,287 |
| Adjusted Operating Income (AOI) ($000s) | 1,397,095 | 1,881,119 | 2,145,898 |
- FY2024 revenue $23.2B and AOI $2.15B underpin pay-for-performance bonus outcomes .
- Say-on-pay approval in 2024 was 62.7%; committee implemented practice changes in Feb 2025 to strengthen pay-for-performance and alignment .
Compensation Peer Group
| Peers Used (2024 review) |
|---|
| Electronic Arts, Endeavor Group, Fox, Netflix, Paramount, Sirius XM, Spotify, Universal Music Group, Warner Bros. Discovery, Warner Music Group |
Compensation Structure Analysis
- Shift toward PSUs: 2022 grant of 74,469 target PSUs with stock-price conditions aligns long-term incentives with shareholder returns .
- No overlapping metrics: Committee adopted non-overlapping STI/LTI metrics; cash bonus tied to AOI; PSUs to stock price; strategic awards separate .
- No guaranteed bonuses; no single-trigger cash severance; no excise tax gross-ups—shareholder-friendly features .
Related Party Transactions & Governance Policies
- Robust related-party review by Audit Committee; no Rowles-specific related party items disclosed .
- Insider trading and ownership guidelines enforced; clawback policy active .
Expertise & Qualifications
- Legal leadership across complex regulatory and merger integration (Ticketmaster consent decree and post-merger legal org design) .
- Education: University of Illinois College of Law (JD, magna cum laude); University of Illinois (BA, honors) .
Work History & Career Trajectory
- Live Nation: EVP, General Counsel (since 2006); Secretary (since 2007) .
- Entravision: SVP, GC & Secretary (2000–2006) .
- Prior: Law firm partner (corporate/M&A) .
Employment Terms (Detailed Provisions)
- Causes and good reason definitions and release conditions enumerated in Rowles 2023 Agreement .
- Equity acceleration: death/disability yield immediate vesting; termination without cause/good reason yields acceleration with PSUs at then-achieved stock price .
Say-On-Pay & Shareholder Feedback
- 2024 say-on-pay support 62.7%; committee’s shareholder engagement led to policy updates in Feb 2025 (no non-performance cash awards, consecutive-day stock-price attainment, non-overlapping metrics) .
Investment Implications
- Alignment: Strong via AOI-based bonuses and stock-price PSUs; executive ownership guideline (2.5x salary) plus hedging/pledging limits reduce misalignment risk .
- Retention: Severance at 2x base with equity acceleration on termination suggests moderate retention incentives; no single-trigger cash reduces transaction windfalls .
- Selling Pressure: Regular vesting and tax withholding can create periodic supply (e.g., 2024 vesting/tax withhold of 9,464 shares), but no pledging and policy-controls mitigate risk .
- Governance: Clawback, insider trading policy, and shareholder-informed compensation reforms are positives; watch future say-on-pay outcomes and PSU attainment cadence for dilution/performance balance .