Mark Shapiro
About Mark Shapiro
Mark Shapiro (age 55) is President & Chief Operating Officer and a director of TKO Group Holdings, serving since September 12, 2023. He holds a degree from the University of Iowa and previously led major media/sports businesses (ESPN, Six Flags, Dick Clark Productions, Endeavor), bringing deep operating and board experience in entertainment and live events . Under TKO’s leadership in 2024, revenue rose 67.4% to $2,804.3M and Adjusted EBITDA increased 54.6% to $1,251.2M, driven by WWE content distribution deals (e.g., Netflix) and event/site-fee growth—key performance benchmarks for executive incentives . Since trading began in September 2023, TKO’s TSR reached $143.18 on a $100 base (versus $82.19 in FY 2023), with Adjusted EBITDA climbing from $809M to $1,251M, underscoring value creation momentum .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Endeavor Group Holdings | President & COO; President; Co‑President; Chief Content Officer | 2014–2025 | Scaled sports/media platform; integration and monetization across representation, events and content |
| Dick Clark Productions | CEO; Executive Producer | 2010–2014 | Expanded live event/media franchises, operational turnaround |
| Six Flags Entertainment (NYSE) | Director, President & CEO | 2006–2010 | Post‑restructuring leadership; focus on guest experience and brand repositioning |
| ESPN | SVP; EVP Programming & Production | 2002–2005 | Led programming strategy; marquee sports rights and content slate |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| WME Group | President & Managing Partner | 2025–present | Portfolio leadership post Endeavor take‑private; talent/IP monetization |
| Endeavor Group Holdings | Director | 2025–present | Governance oversight of majority owner of TKO |
| Equity Residential (NYSE) | Board of Trustees | Current | Institutional governance experience |
| Captivate Network | Chairman | Current | Media distribution/advertising insights |
| Prior public boards | Live Nation, Frontier Communications, Papa Johns, Bright Lights Acquisition | Various | Capital markets and consumer/media governance |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary | $4,000,000 | Per employment agreement |
| Benefits/Perquisites | $198,871 | Includes aircraft incremental cost, partial 401(k) match, commuting reimbursement |
| Total Cash (Salary + Bonuses) | $12,200,000 | Salary ($4.0M) + total bonuses ($8.2M) |
Performance Compensation
| Metric/Instrument | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Performance Bonus (Cash) | Adjusted EBITDA as primary consideration | $6,000,000 | $7,500,000 performance bonus; $700,000 discretionary; Total $8,200,000 | Cash, paid for FY2024 |
| One‑time RSU Award (grant 1/21/2024) | Time‑based | 252,749 RSUs (grant) | Grant date fair value $19,565,300 | 25% vested 12/31/2024; remaining 25% on 12/31/2025, 12/31/2026, 12/31/2027 |
| Annual RSU Award for FY2024 (granted 1/2025) | Time‑based | 83,764 RSUs (grant) | — | Vests in equal annual installments on 1/20/2026, 1/20/2027, 1/20/2028 |
Pay-for-performance design: Compensation Committee emphasizes Adjusted EBITDA and strategic milestones (Netflix, Riyadh Season, Sphere events, asset acquisition) in bonus determinations; equity uses multi‑year time-based vesting for retention and alignment .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Class A) | 9,563 shares | <1% of outstanding |
| Unvested RSUs (12/31/2024) | 189,562 units | Market value $26,938,856 at $142.11/share |
| RSUs Vested in 2024 | 60,651 units; value $6,974,258 | Value at vest date |
| RSUs Vested in 2024 (additional line) | 63,187 units; value $8,979,505 | Value at vest date |
| Anti‑hedging | Prohibits hedging/derivatives | Insider Trading & Anti‑Hedging Policy |
| Pledging | No pledging disclosed for Shapiro | Endeavor pledged units under margin loan; not Shapiro |
Ownership guidelines: Non‑employee director equity policy disclosed; executive ownership guideline not disclosed. Anti‑hedging in place; no tax gross‑ups on 280G/409A; clawback policy compliant with NYSE/Dodd‑Frank .
Employment Terms
| Term | Detail |
|---|---|
| Role/Reporting | President & COO; reports to CEO Ariel Emanuel |
| Agreement Term | Through December 31, 2027 (new agreement dated 1/21/2024) |
| Target Bonus | $6,000,000 annually; metrics may include EBITDA and/or individual performance (CEO recommendation; Board approval) |
| Annual Equity | Target $10,000,000; time/performance mix at Board discretion; typical 3‑year ratable vest |
| Severance (without Cause / Good Reason) | Base salary continuation through later of 12/31/2027 or 2 years from termination; target bonus for each year through same period (pro‑rated) |
| Employer Non‑Renewal | Salary to second anniversary of termination; target bonus for 2027 and for 2028 to second anniversary (pro‑rated) |
| Employee Non‑Renewal (post‑term) | 6 months base salary; target bonus for 2027 (less paid) and 50% target for 2028 |
| CoC/Equity Acceleration | Time‑based RSUs accelerate on Change of Control; performance awards may accelerate if not equitably adjustable (Board determines actual/target) |
| Benefits | Aircraft access for business, commuting reimbursement, executive physical |
| Good Reason (summary) | Material breach or change in reporting; maintains reporting to CEO |
| Non‑compete/Non‑solicit | Not separately detailed for Shapiro (Krauss/Schleimer provisions disclosed); confidentiality/IP assignment included |
Board Governance
- Director since September 12, 2023; EGH Designee; not classified as independent under NYSE/bylaws .
- Committee roles: Chair, Nominating & Corporate Governance Committee; member of Nominating Committee .
- Attendance: Directors generally ≥75% attendance in 2024; Mr. Johnson was the exception; committee meetings held regularly .
- Board leadership: Combined Executive Chair/CEO (Ariel Emanuel) with Lead Independent Director (Steven Koonin); TKO operates as a “controlled company” under NYSE with permitted governance exemptions (e.g., nominating committee not fully independent), elevating independence considerations with executive-director dual roles .
Compensation Structure Analysis
- Cash vs Equity mix: 2024 stock awards markedly higher ($19.6M) versus 2023 ($6.25M), with large one‑time RSU for retention; bonus decreased slightly from $9.0M (2023) to $8.2M (2024), while salary stepped up to full‑year $4.0M (from partial 2023 $759,615) .
- Metrics/targets: Adjusted EBITDA used as primary driver for executive annual bonuses; pay‑versus‑performance framework highlights linkage to TSR and Adjusted EBITDA .
- Clawback/no gross‑ups: NYSE‑compliant clawback; no 280G/409A tax gross‑ups; no supplemental retirement plans .
- Peer benchmarking: Compensation Committee used a tailored media/live events peer set (e.g., LYV, MSGE/MSGS, DKNG, EA, SPHR, etc.) reflecting TKO’s premium valuation profile .
Related Party Transactions and Conflicts
- Significant ordinary-course transactions with WME Group/Endeavor affiliates; governance agreement and related‑party policy (majority independent approvals) mitigate conflicts .
- Endeavor margin loan pledged TKO OpCo units (control considerations for majority owner); disclosure/issuer agreements in place—no indication of Shapiro involvement .
- Special Committee for Endeavor Asset Acquisition compensated for added work; independent composition (Bynoe, Koonin, Tellem, Wheeler) .
Risk Indicators & Red Flags
- Controlled company governance reduces independent oversight; Shapiro chairs Nominating Committee while serving as COO (dual-role independence risk) .
- Large upcoming vesting tranches (Dec 31 annually; Jan 20 annual installments) may create periodic selling pressure if shares are sold upon vest—monitor Form 4s around these dates .
- Anti‑hedging policy mitigates misalignment; no disclosed executive pledging; no tax gross‑ups .
Equity Vesting Calendar (Key Dates)
- 2024 one‑time RSU: 25% vested 12/31/2024; next tranches on 12/31/2025, 12/31/2026, 12/31/2027 .
- 2025 annual RSU for FY2024: 1/20/2026, 1/20/2027, 1/20/2028 equal installments .
Investment Implications
- Alignment: Significant unvested RSUs and multi‑year vesting create retention and long-term alignment; anti‑hedging policy strengthens alignment .
- Selling pressure: Expect potential insider sale activity near vest dates (12/31 and 1/20 cycles); monitor filings for net share retention vs. sales to cover taxes .
- Governance risk: Controlled company status with executive serving as director and nominating chair reduces independence; however, Lead Independent Director and committee structure provide partial counterbalance. Consider governance discount vs. operational execution strength (Netflix deal, international site fees, asset acquisition) tied to incentive pay .
- Pay-for-performance: Bonus determinations tied to Adjusted EBITDA and strategic achievements, with robust clawback and no gross‑ups—supportive of investor-aligned pay practices. Continued scrutiny warranted on discretionary components and equity acceleration upon Change of Control .