Ariel Emanuel
About Ariel Emanuel
Ariel Emanuel, age 64, is Executive Chair and CEO of TKO Group Holdings, serving as CEO since September 12, 2023 and appointed Executive Chair in February 2024; he is a graduate of Macalester College and a long-time industry operator with deep sports, media, and live entertainment credentials, including past service as CEO of Endeavor and current Executive Chairman of WME Group since March 2025 . Under Emanuel’s leadership, TKO’s FY 2024 revenue rose 67.4% to $2,804.3 million and Adjusted EBITDA increased 54.6% to $1,251.2 million, supported by WWE content deals and UFC sponsorship/live events growth . Pay-versus-performance shows TKO’s TSR value of a fixed $100 investment at $143.18 in 2024 versus the S&P 1500 Media & Entertainment index at $150.64, while Net Income was $6.38 million and Adjusted EBITDA was $1,251.2 million, grounding his compensation alignment to Adjusted EBITDA results .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Endeavor Group Holdings, Inc. | CEO | Oct 2017 – Mar 2025 | Led global sports/media portfolio; governance influence as director since 2009 . |
| Endeavor Group Holdings, Inc. | Co-CEO | Jul 2014 – Oct 2017 | Scaled representation/content businesses . |
| William Morris Endeavor Entertainment, LLC | Co-CEO | 2009 – Jul 2014 | Built combined talent agency platform . |
External Roles
| Organization | Role | Years |
|---|---|---|
| WME Group | Executive Chairman | Since Mar 2025 |
| Endeavor Group Holdings, Inc. | Director | Since Jun 2009 |
| ContextLogic Inc. (Wish) | Director (prior) | Not specified (prior 5 years referenced) |
| Live Nation Entertainment, Inc. | Director (prior) | Not specified (prior) |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $911,538 | $3,000,000 |
| Target Annual Bonus ($) | $7,000,000 target established for FY24 going forward | $7,000,000 |
| Equity Award (Grant Date Fair Value) ($) | $40,000,094 | $2,503,864 (2023 award granted 2/22/24) |
| All Other Compensation ($) | $928 | $125,407 |
| Total Compensation ($) | $64,912,560 | $18,129,271 |
Notes:
- FY 2023 equity award was granted in 2024; FY 2024 additional equity was awarded in January 2025 (outside FY 2024 SCT totals) .
Performance Compensation
| Component | Metric | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| FY 2024 Annual Bonus (Financial) | Adjusted EBITDA | $1.170 billion | $1.251 billion | $8,210,000 (117% of target) | Straight-line interpolation; ≥100% yields 100% payout; ≥110% yields 125% payout per agreement . |
| FY 2024 Discretionary Bonus | Qualitative (strategic activity, leadership) | N/A | N/A | $4,290,000 | Reflects strategic achievements including Netflix Raw deal, WrestleMania XL, Riyadh initiatives, IMG/On Location/PBR acquisition . |
| Annual Equity (FY 2024, granted Jan 2025) | RSUs (expected 50% perf / 50% service) | $10,000,000 target; range 75–150% | Board set at max $15,000,000 plus $12,500,000 extra | 191,959 RSUs | Vests 1/20/2026, 1/20/2027, 1/20/2028; future awards expected 50% performance-based, 50% service-based . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 66,179 shares of Class A common stock; less than 1% . |
| Vested vs Unvested (as of 12/31/2024) | Unvested RSUs: 291,122 (vesting on 9/12/2025, 9/12/2026, 9/12/2027); 29,064 (vesting on 1/20/2025, 1/20/2026, 1/20/2027) . |
| Stock Vested in FY 2024 | 97,040 RSUs vested; value realized $11,158,630 . |
| Hedging/Pledging | Company prohibits hedging of TKO equity by insiders per Insider Trading Policy; pledging by Endeavor of TKO OpCo units exists under a margin loan, but no disclosure of Emanuel personally pledging TKO shares . |
| Ownership Guidelines | No specific executive stock ownership guideline disclosure found in proxy; general stock ownership table provided . |
Vesting schedules:
- 9/12/2023 grant: vests 9/12/2025, 9/12/2026, 9/12/2027 .
- 2/22/2024 grant 29,064 RSUs: vests 1/20/2025, 1/20/2026, 1/20/2027 .
- 1/2025 grant 191,959 RSUs: vests 1/20/2026, 1/20/2027, 1/20/2028 .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Effective/Term | Effective Sept 12, 2023; expires Dec 31, 2027 . |
| Role Reporting | CEO reporting to Board; permitted concurrent Endeavor/WME service . |
| Annual Bonus Mechanics | Target $7,000,000; payout floors/ceilings tied to % of metric achievement (≥90% → ≥75%, ≥100% → ≥100%, ≥110% → ≥125%); discretionary bonus possible . |
| Annual Equity | 75–150% of $10,000,000 target annually; anticipated 50% performance-based and 50% service-based vesting over 3 years; Governing Body discretion to modify after good faith negotiation . |
| Severance (Without Cause or Good Reason) | 2x (base salary + target bonus) paid in monthly installments over 24 months; any unpaid prior year bonus payable lump sum; subject to release . |
| Death/Disability | Unpaid prior-year bonus plus pro-rata target bonus for year of termination . |
| Equity Acceleration | Unvested service-vesting equity accelerates and vests upon termination without cause/good reason; also accelerates upon Change in Control subject to continued service through closing (single-trigger CoC for time-based awards) . |
| Clawback | NYSE 10D-1 compliant clawback for executive officers upon qualifying restatements; similar policy for certain non-executives . |
| Tax Gross-Ups | 280G “best net” cutback (no gross-up); general stance: no 280G/409A tax gross-ups . |
Board Governance
- Board service: Director since Sept 2023; Executive Chair since Feb 2024; member of Nominating & Corporate Governance Committee (Emanuel “X”) .
- Dual-role: Combined Executive Chair + CEO; lead independent director in place (Steven R. Koonin) with defined responsibilities; Board asserts this structure provides unified leadership and efficient execution .
- Controlled company: Endeavor controls >50% voting power; TKO uses NYSE controlled company exemptions (e.g., nominating committee not entirely independent), reducing certain stockholder protections; independence determinations listed for other directors .
- Committee memberships relevant to Emanuel: Nominating Committee (member); not on Audit or Compensation Committee .
- Attendance: Board met 7 times in 2024; all incumbent directors ≥75% attendance except Dwayne Johnson due to prior commitments .
- 2025 annual meeting voting: Emanuel re-elected (166,206,261 for; 17,331,444 withheld) .
Director Compensation (Program Overview; Emanuel is an executive, not paid as director)
- Non-employee director fees: Annual cash $107,000; Audit Chair +$15,000; Audit member +$21,000; Comp Chair +$20,000; Comp member +$10,000; Nominating Chair +$15,000; Nominating member +$7,500; annual RSU grant $182,000 vesting at next annual meeting; accelerated upon CoC .
- 2024 director compensation actuals reported (non-executive directors); Emanuel compensated as NEO, not via director program .
Compensation Structure Analysis
- Cash vs equity mix: FY 2024 SCT total $18.13m with salary $3.0m, performance bonus $8.21m and discretionary bonus $4.29m; equity grant date value $2.50m reflects 2023 award timing; significant discretionary bonus component indicates committee emphasis on strategic achievements .
- Performance metric focus: Adjusted EBITDA is the primary financial measure linking pay and CAP; Pay Versus Performance tabular list explicitly identifies Adjusted EBITDA as most important measure .
- Equity design: Future annual equity awards expected 50% performance-based/50% service-based, vesting over 3 years; single-trigger CoC acceleration for service-based awards could reduce retention risk at sale but may raise alignment questions in change-of-control scenarios .
- Peer group calibration: Pay Governance peer set includes sports/media/live-events comparables (e.g., LYV, MSGS, DKNG) tailored to TKO’s premium valuation and profitability profile; larger media companies used for plan design only .
Related Party Transactions and Conflicts
- Governance framework: EGH/WWE designee rights under Governance Agreement until Dec 31, 2025 (Sunset); nomination and voting covenants between EGH Subscribers and WWE designees prior to Sunset; Emanuel is among EGH designees .
- WME Group transactions: Ordinary course engagements with Endeavor/WME affiliates; in 2024, ~$31m payments received and ~$15m paid under such transactions; indicates ongoing related party exposure .
- Endeavor margin loan: Pledge of 83,074,858 TKO OpCo units and corresponding Class B shares as collateral by an Endeavor subsidiary; potential foreclosure risk on pledged securities in default scenarios .
- IMG ARENA: Disposition to OB Global Holdings LLC, an entity affiliated with Ariel Emanuel; IMG ARENA maintains ordinary-course agreements with TKO; pending sale to Sportradar .
Equity Ownership & Beneficial Ownership Table (Ariel Emanuel)
| Holder | Class A Shares | Ownership % |
|---|---|---|
| Ariel Emanuel | 66,179 | Less than 1% |
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($) | $1,675.0 million (derived: 2,804.3–1,129.3 increase) | $2,804.3 million |
| Adjusted EBITDA ($) | $809.1 million | $1,251.2 million |
| TSR ($100 initial) | $82.19 | $143.18 |
| Net Income ($) | $175.7 million | $6.38 million |
Strategic achievements (2024–early 2025): Netflix becomes home of Raw from Jan 2025; record WrestleMania XL; UFC Riyadh Season partnership and UFC 306 at Sphere; acquisition of IMG, On Location, and PBR closed Feb 2025 .
Board Service History and Dual-role Implications
- Service history: Director since Sept 2023; Executive Chair since Feb 2024; serves on Nominating Committee .
- Independence: Emanuel is management; not independent under NYSE/TKO bylaws .
- Dual-role risks: Combined Executive Chair + CEO concentrates authority; TKO mitigates via Lead Independent Director (Koonin) with agenda approval and executive session leadership; however, controlled company status reduces certain governance safeguards relative to non-controlled issuers .
Fixed Compensation (Detail Table – NEO Bonus Outcomes FY 2024)
| Item | Target | Actual Financial Payout | Discretionary Payout | Total |
|---|---|---|---|---|
| Emanuel Annual Bonus ($) | $7,000,000 | $8,210,000 | $4,290,000 | $12,500,000 |
Outstanding Equity Awards (As of 12/31/2024 – Emanuel)
| Grant Date | Unvested RSUs (#) | Vesting Schedule |
|---|---|---|
| 9/12/2023 | 291,122 | 9/12/2025; 9/12/2026; 9/12/2027 |
| 2/22/2024 | 29,064 | 1/20/2025; 1/20/2026; 1/20/2027 |
| 1/2025 (FY24 award) | 191,959 | 1/20/2026; 1/20/2027; 1/20/2028 |
Risk Indicators & Red Flags
- Controlled company: Endeavor voting control and designation rights reduce independence; governance exemptions utilized .
- Single-trigger CoC vesting: Time-based RSUs accelerate at change in control for Emanuel (subject to service through closing), potentially misaligned with retention post-transaction .
- Related party exposure: Material ongoing transactions with Endeavor/WME affiliates; Endeavor margin loan pledge over large TKO holdings .
- Discretionary bonuses: Material discretionary cash awards alongside performance payouts underscore judgment-driven pay outcomes .
Compensation Peer Group (for benchmarking)
| Company | Ticker |
|---|---|
| Live Nation Entertainment, Inc. | LYV |
| Madison Square Garden Sports Corp. | MSGS |
| Madison Square Garden Entertainment Corp. | MSGE |
| Churchill Downs Incorporated | CHDN |
| DraftKings Inc. | DKNG |
| Electronic Arts Inc. | EA |
| Fox Corporation | FOXA |
| Roku, Inc. | ROKU |
| Sirius XM Holdings Inc. | SIRI |
| Sphere Entertainment Co. | SPHR |
| Take-Two Interactive Software, Inc. | TTWO |
| AMC Networks, Inc. | AMCX |
| Lions Gate Entertainment Corp. | LGF.A |
| Liberty Media (multiple tickers) | FWONA, FWONK, LSXMA, LLYVA, LLYVK |
Say-on-Pay & Shareholder Feedback
- 2025 annual meeting proposals included director elections and auditor ratification; no say-on-pay item listed; directors were elected and KPMG ratified .
Investment Implications
- Pay-for-performance alignment is anchored to Adjusted EBITDA with clear target/maximum thresholds; Emanuel’s 2024 financial payout at 117% plus discretionary bonus indicates strong committee support for strategic execution amid significant growth and major content/asset transactions .
- Retention risk appears mitigated by multi-year RSU schedules and substantial unvested equity; however, single-trigger CoC acceleration on time-based awards could reduce post-deal retention leverage if strategic alternatives emerge .
- Insider selling pressure risk for Emanuel personally looks limited given small direct ownership and no disclosed pledging; broader stock overhang and governance influence from Endeavor (including pledged TKO OpCo units) warrant monitoring for flow/foreclosure dynamics and governance outcomes through the Sunset Date (Dec 31, 2025) .
- Controlled company governance and dual-role structure increase reliance on Lead Independent Director and independent committees; traders should factor governance risk premium and related-party transaction cadence in event analyses .