Dwayne Johnson
About Dwayne Johnson
Dwayne Johnson (age 52) has served as a director of TKO Group Holdings, Inc. since January 23, 2024. He is an actor, producer, entrepreneur, and retired professional wrestler; he graduated from the University of Miami with a Bachelor of General Studies and is represented by talent agency WME, an affiliate of TKO . Johnson is a WWE Designee under TKO’s Governance Agreement and is not classified as an independent director under NYSE and TKO bylaws .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WWE (f/k/a WWF) | Professional wrestler; multiple titles | 1996–2004 | Instrumental to WWE’s success |
| Seven Bucks Productions | Co-founder; develops/produces content; actor/producer | 2012–present | Content development across media |
| XFL/UFL | Co-led acquisition; re-launched XFL; combined with USFL to form UFL | 2020–present | Built spring football platform |
| ZOA Energy (with Molson Coors) | Co-founder | Not stated | Consumer brand building |
| Siete Bucks Spirits (Teremana with Mast‑Jägermeister) | Co-founder | Not stated | Premium spirits growth |
| Papatui | Founder | Not stated | Men’s personal care |
| Under Armour | Project Rock brand partner | Not stated | Fitness apparel line |
External Roles
| Organization | Role | Tenure | Public Board/Committees |
|---|---|---|---|
| WME (affiliated talent agency) | Client representation | Ongoing | None (relationship presents interlock risk) |
| UFL (football league) | Co-owner/operator | Ongoing | None disclosed |
Board Governance
- Status: WWE Designee; not independent under NYSE rules and TKO bylaws .
- Committees: No committee assignments (not listed on Audit, Compensation, or Nominating) .
- Attendance: Board met 7 times in 2024; all directors attended ≥75% except Johnson, who missed several meetings due to prior commitments made before his appointment that could not be rescheduled (below 75%) .
- Lead Independent Director: Steven R. Koonin .
- Controlled Company: TKO is a controlled company under NYSE rules due to Endeavor’s voting control; certain governance exemptions apply (reduced independent oversight) .
- Executive Sessions: Independent and non‑management directors meet in executive session at least annually .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees (2024) | $0 | Johnson received no cash director fees in 2024 . |
| Standard non‑employee director policy (context) | $107,000 annual cash retainer; audit chair +$15,000; audit member +$21,000; comp chair +$20,000; comp member +$10,000; nominating chair +$15,000; nominating member +$7,500 | Policy applies to non‑employee directors “other than those appointed pursuant to the Governance Agreement and are not ‘Independent’ thereunder.” Johnson is a non‑independent WWE Designee . |
| Annual director RSU (policy) | $182,000 grant value; vests at next annual meeting; accelerates at change‑in‑control | Standard for eligible directors; Johnson had 1,700 director RSUs unvested at 12/31/2024 set to vest at the 2025 meeting . |
Performance Compensation
| Award/Metric | Grant/Value | Shares | Vesting Schedule | Notes |
|---|---|---|---|---|
| Johnson Services Agreement RSU | $30,000,007 | 386,231 RSUs | 25% vested 1/22/2024; 25% upon completion of specified services; 25% on 12/31/2024; remaining 25% vests in equal monthly installments 1/31/2025–12/31/2025 | Consideration for promotional/IP licensing services and IP assignment/license; non‑director compensation . |
| Royalties (2024) | $0.9 million | — | Ongoing per agreement | Royalties on licensed products using “The Rock” IP, name and likeness . |
| Travel reimbursements (2024) | $2.6 million | — | Ongoing per agreement | Reimbursement for services delivery under agreement . |
| IP license term | Up to 10 years | — | Subject to early termination rights | License of Assigned IP and name/likeness to WWE . |
| Director RSU (policy) | $182,000 value | 1,700 RSUs (unvested at FY end) | Vest at 2025 stockholder meeting; accelerates at change‑in‑control | Johnson had 1,700 unvested director RSUs at 12/31/2024 . |
No explicit performance metrics (e.g., EBITDA/TSR targets) are tied to Johnson’s RSU awards; vesting is service‑based per the Johnson Services Agreement and director policy .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Considerations |
|---|---|---|
| WME (affiliate of TKO) | Client (representation relationship) | Affiliation may impair independence; potential conflict of interest due to representation by an affiliate of controlling shareholder’s group . |
Expertise & Qualifications
- Deep sports/media/entertainment experience and entrepreneurial background; intimate familiarity with WWE business and fan engagement .
- Global brand reach and content production capabilities via Seven Bucks Productions .
Equity Ownership
| Holding | Amount | Vesting/Status | Notes |
|---|---|---|---|
| Class A shares beneficially owned | 329,906 | Outstanding | Reported as beneficial ownership; percent marked as “*” (less than 1% as indicated by table convention) . |
| Unvested RSUs at 12/31/2024 (total) | 98,258 | Unvested | Breakdown below . |
| — Director RSUs | 1,700 | Vest at 2025 annual meeting | Director grant under standard policy . |
| — Services Agreement RSUs | 96,558 | Equal monthly vesting through 12/31/2025 | Non‑director advisor compensation . |
| Anti‑hedging policy | Prohibits hedging/derivatives on TKO stock | Policy applies to directors | Alignment safeguard; also insider trading compliance policy in place . |
Governance Assessment
- Strengths: Johnson’s brand power and WWE familiarity can enhance content, promotion, and global audience engagement; the long‑term IP license and services deepen monetization of iconic “The Rock” franchise within TKO .
- Concerns and red flags:
- Non‑independence as a WWE Designee and WME client (affiliate of TKO) reduces objective oversight and presents related‑party exposure .
- Attendance shortfall: Johnson was the only director below the 75% threshold in 2024 due to pre‑existing commitments—an effectiveness risk for board duties .
- Significant related‑party transactions: $30.0 million RSU grant tied to services/IP licensing; ongoing royalties and travel reimbursements—material economic ties to the company beyond director duties; potential conflict in matters involving WWE commercialization or licensing decisions .
- Controlled company structure under NYSE rules limits independent committee composition and stockholder protection mechanisms; compounded by Johnson’s non‑independent status .
- Implications for investors:
- Expect questions on board independence and conflict management; monitor committee deliberations on WWE/IP/licensing to ensure robust disinterested oversight (e.g., use of special committees as done for Endeavor Asset Acquisition) .
- Engagement signals: If attendance improves and conflicts are actively mitigated via recusals and independent committee review, governance risk may be moderated; otherwise, persistent attendance gaps and related‑party intensity could weigh on investor confidence .
Appendix: Director Compensation Snapshot (2024)
| Metric | Amount |
|---|---|
| Fees Earned in Cash (Director) | $0 |
| Director Stock Awards included in 2024 comp table | $29,898,142 (exclusively non‑director advisor RSUs; director compensation not reflected) |
| Unvested Director RSUs at FY end | 1,700; vest at 2025 meeting |
| Services Agreement RSUs outstanding at FY end | 96,558; vest monthly through 12/31/2025 |
| Royalties paid (2024) | $0.9 million |
| Travel reimbursements (2024) | $2.6 million |