Carrie Wheeler

About Carrie Wheeler

Carrie Wheeler (age 53) has served as an independent director of TKO Group Holdings since September 2023. She is the Chief Executive Officer (and board member) of Opendoor Technologies; previously she was Opendoor’s CFO and a long-time partner at TPG, heading Consumer/Retail investing. She holds a Bachelor of Commerce (Honours) from Queen’s University (Canada) and is recognized by TKO’s board as an audit committee financial expert .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; members include Nancy R. Tellem and Sonya E. Medina. Wheeler chairs the Audit Committee and is designated an audit committee financial expert .
• Independence: TKO is a NYSE “controlled company.” The board determined Wheeler (among seven directors) is independent under NYSE rules and TKO bylaws, notwithstanding being an Endeavor designee; TKO’s bylaws require at least three independent EGH (Endeavor) designees and three independent WWE designees until the Sunset Date .
• Board structure and attendance: Board met 7 times in 2024; Audit Committee met 4 times; each incumbent director attended at least 75% of meetings (exception: Dwayne Johnson). Executive sessions of independent directors occur at least annually .
• Special Committee: Wheeler served on the Special Committee evaluating Endeavor-related asset acquisition (IMG, On Location, PBR). The committee comprised independent, disinterested directors; members received additional fixed and monthly fees recognizing workload and conflicts management .

Fixed Compensation

Performance Compensation

No director performance metrics (e.g., TSR, EBITDA) are disclosed for director equity; RSUs are time-based vesting under TKO’s Non-Employee Director Compensation Policy .

Other Directorships & Interlocks

• Current public company boards: APi Group (Audit Committee); Opendoor (CEO and director). Former public company board: Dollar Tree (Audit Committee) .
• Interlocks/conflicts context: TKO is controlled by Endeavor; Wheeler is one of seven Endeavor designees but independently determined under TKO bylaws and NYSE. The Special Committee structure (including Wheeler) for Endeavor-related transactions is a key mitigation .

Expertise & Qualifications

• Financial and audit expertise: Audit Committee Chair; “audit committee financial expert” (Reg S-K Item 407(d)(5)) .
• Consumer/retail and capital markets: Senior private equity, CFO, and CEO experience across consumer businesses .
• Education: Bachelor of Commerce (Honours), Queen’s University (Canada) .

Equity Ownership

Insider Trades and Ownership Alignment

Insider Form 4 filings indicate routine annual director equity activity (award/settlement), consistent with policy grants and vesting schedules .

Governance Assessment

• Strengths:

  • Independent Audit Committee chaired by Wheeler with financial expert designation; clear chartered oversight of audit, compliance, internal control, and risk processes .
  • Special Committee process for Endeavor-related transactions included independent, disinterested directors, mitigating conflicts inherent in controlled company structures .
  • Anti-hedging policy applies to directors, reinforcing alignment .

• Risks/RED FLAGS:

  • Controlled company exemptions reduce independence in the Nominating Committee (comprised of executives; not all independent), potentially limiting board refreshment independence .
  • Extensive related-party transactions with Endeavor (services, asset acquisition, trademark licensing, aircraft use), requiring persistent vigilance by independent directors to preserve minority stockholder protections .
  • Concentrated designation rights until Sunset Date (December 31, 2025) may constrain board autonomy; requires robust committee oversight and executive session practices .

• Director compensation alignment:

  • Mix of cash retainer/committee fees and time-vesting RSUs ($183,498) supports ownership alignment; special committee cash increments reflect transactional workload rather than guaranteed pay escalation .

• Attendance/engagement signal:

  • Board and committee cadence (7, 4, 4 meetings) with ≥75% attendance for incumbents suggests active governance; Wheeler’s chair role and signature on Audit Committee Report indicate high engagement .

Appendix: Key Board and Committee Facts