Nancy Tellem

About Nancy R. Tellem

Nancy R. Tellem (age 72) has served as an independent director of TKO since September 2023. She is Executive Chairperson and Chief Media Officer of Eko (since 2015), with prior senior roles at CBS and Microsoft’s Xbox Entertainment Studios; she holds a BA from UC Berkeley and a JD from UC Hastings College of the Law . Tenure on TKO’s board: since September 12, 2023 .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Nancy Tellem is independent under NYSE rules and TKO bylaws .
• Committee assignments: Audit Committee member; Audit Committee chaired by Carrie Wheeler (members Wheeler, Tellem, Medina) .
• Special Committee service: Member of Board Special Committee evaluating Endeavor Asset Acquisition; received additional compensation for this work (initial $150,000 and $20,000 per month; chairman Bynoe received extra $50,000) .
• Attendance: In 2024, the Board met 7 times; Audit Committee met 4 times; each incumbent director attended at least 75% of Board and committee meetings, except Dwayne Johnson (Tellem met the threshold) .
• Lead Independent Director: Steven R. Koonin (appointed Feb 2024) .
• Controlled company status: TKO is a “controlled company” under NYSE because Endeavor controls >50% voting power; TKO elects certain governance exemptions (reduces independent director influence) .
• Executive sessions: Independent directors meet in executive session at least annually; non-management directors also hold regular executive sessions .

Fixed Compensation (Director)

Non-Employee Director Compensation Policy highlights:

• Annual director fee: $107,000; committee fees: Audit chair $15,000, Audit member $21,000; Compensation chair $20,000, Compensation member $10,000; Nominating chair $15,000, Nominating member $7,500; all earned quarterly .
• Annual RSU grant valued at $182,000, vesting at the next annual meeting; accelerates on change in control .

Performance Compensation (Director)

Other Directorships & Interlocks

• Board/advisory roles include Rocket Companies, Inc. (public), alongside various private and non-profit boards .
• Interlocks/related-party context: TKO has extensive transactions with Endeavor/WME Group and affiliates; Tellem served on the independent Special Committee overseeing the Endeavor Asset Acquisition to mitigate conflict risk .

Expertise & Qualifications

• Education: BA (UC Berkeley); JD (UC Hastings) .
• Domain expertise: Entertainment content, media strategy, digital platforms; suitable for Audit oversight (financial literacy affirmed for all Audit members) .
• Board qualifications: The proxy cites her “significant business and management expertise in the entertainment industry” .

Equity Ownership

Governance Assessment

• Strengths:

  • Independent Audit Committee member with financial literacy; Audit Committee active oversight and formal report signed by Wheeler (Chair), Tellem, Medina .
  • Service on the Special Committee for a significant related-party transaction (Endeavor Asset Acquisition) with dedicated compensation structure evidences robust process and engagement .
  • Attendance meets ≥75% threshold; supports engagement .
  • Anti-hedging policy applicable to directors; no pledging disclosed for Tellem .

• Risks/Red Flags (structural):

  • Controlled company exemptions reduce independent director influence and allow non-fully independent Nominating Committee; potential governance risk despite independent safeguards .
  • Extensive related-party dealings with Endeavor/WME and affiliates (services, aircraft, reimbursements, trademark licenses, margin loan) introduce ongoing conflict-of-interest exposure at the company level, though mitigated through policies and independent approvals (Related Person Transaction Policy; special committee process) .

• Signals for investor confidence:

  • Independent status and committee roles, plus special committee participation, are positive governance signals .
  • Transparent director compensation structure with modest equity grants aligned to service terms; no performance gaming at director level .

Appendix: Board & Committee Context

Board met 7 times in 2024; each incumbent director attended at least 75% of their meetings, except Johnson .