Randall Mays

About Randall Mays

Randall T. Mays, age 59, has served on Live Nation’s board since 2005 and became non‑executive Chairman in April 2025. He is independent under NYSE and company guidelines and brings deep financial, media, and advertising expertise from prior senior executive roles, including Vice Chairman, President and CFO of Clear Channel Communications. Current external roles include Co‑Chairman, Co‑CEO and CFO of BlueRiver Acquisition Corp. (a public SPAC) and President of Running M Capital (private).

Past Roles

External Roles

Board Governance

• Independence: The board determined Mr. Mays is independent; 10 of 11 nominees are independent (CEO is the only management member) .
• Chair/Leadership: Appointed non‑executive Chairman (April 2025); presides over executive sessions of non‑management directors .
• Committees and roles (2024/25 slate):
  • Nominating & Governance Committee – Chair
  • Compensation Committee – Member
  • Executive Committee – Member
• Attendance: In 2024, the board met 4 times (plus 2 written consents); all incumbent directors attended at least 75% of board and committee meetings; 9 of 11 directors attended the 2024 annual meeting .

Fixed Compensation

• Non‑employee director fee structure:
  • Annual cash retainer $100,000; committee retainers: Audit $21,000; Compensation $15,000; Nominating & Governance $10,000; committee chair adders: Audit Chair $18,000; Compensation Chair $15,000; N&G Chair $10,000; non‑executive Chairman of the Board add’l $60,000 (electable in cash or restricted stock). No per‑meeting fees .
• Annual equity for directors: $200,000 in restricted stock; additional $120,000 in restricted stock for the non‑executive Chairman .

2024 director compensation (actual):

Performance Compensation

• Directors do not receive performance‑conditioned equity; annual equity is time‑based restricted stock. For the non‑executive Chairman, an additional $120,000 in restricted stock is granted annually (time‑based) .
• Clawback policy applies company‑wide (executives): Board adopted a Dodd‑Frank compliant clawback in Sept 2023 for recovery of erroneously awarded incentive‑based compensation following an accounting restatement (3‑year look‑back) .
• Hedging/Pledging: Company prohibits hedging and restricts pledging absent pre‑approval per governance highlights .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial leadership (former public company CFO and President) and M&A/strategic expertise; media and advertising industry experience; service on public and private boards. The board cites his professional background, prior senior executive roles, and financial/media expertise as qualifications .

Equity Ownership

• Footnote detail: “Other” consists of shares held in multiple trusts where Mr. Mays or family members serve as trustee/beneficiary as specified (11,323; 12,004; 5,630 shares respectively) .
• Ownership guidelines: Directors are expected to hold equity equal to 5x the annual cash retainer (currently $500,000); exceptions may be approved by the board .

Related‑Party and Structural Considerations

• Liberty Media arrangements: Liberty beneficially owned 69,645,033 LYV shares as of April 16, 2025 (29.75%); a 2009 Stockholder Agreement grants Liberty up to two board nominees (currently Messrs. Hollingsworth and Maffei; Maffei stepping off with Carl Vogel nominated), acquisition caps, and registration rights; Liberty waived committee representation rights .
• Company‑level related‑party transactions (2024): LYV had ordinary‑course transactions with Atlanta Braves Holdings (venue lease, ticketing) generating ~$11.1m revenue and $4.8m expense; advertising/sponsorship dealings with a satellite radio company spun off from Liberty in Sept 2024 ($0.9m revenue prior to spin) .
• No Item 404 related‑party transactions disclosed for Mr. Mays; compensation committee interlocks: none .

Say‑on‑Pay & Shareholder Feedback (Governance Signal)

• 2024 say‑on‑pay received 62.7% support; the Compensation Committee (which includes Mr. Mays) engaged with holders representing well over 50% of shares and implemented changes in Feb 2025: no cash bonuses to executives without performance requirements, require 20–30 consecutive‑day attainment for stock‑price performance vesting, and avoid identical/overlapping STI/LTI metrics .

Governance Assessment

• Strengths
  • Independent non‑executive Chair (Mays) with clear committee leadership (N&G Chair) and finance/media expertise .
  • Majority‑independent board; robust policies: stock ownership guidelines, anti‑hedging, anti‑pledging (pre‑approval), clawback; majority voting with resignation policy .
  • Compensation Committee responsiveness to investors post‑2024 say‑on‑pay, adopting specific structural improvements in 2025 .
• Potential watch items
  • Structural influence of a large shareholder (Liberty) with nomination rights and significant ownership; one Liberty nominee previously chaired the Executive Committee (Maffei) alongside the CEO and Mays; Maffei stepping off with Carl Vogel nominated pursuant to the Liberty agreement .
  • Concentration of roles: Mays serves as non‑executive Chair, N&G Chair, and sits on Compensation and Executive Committees; while permissible, investors may monitor for checks/balances given role overlap .
• RED FLAGS
  • Relatively low 2024 say‑on‑pay support (62.7%), indicating investor concern with pay design; committee has since enacted changes, but continued monitoring of outcomes is warranted .