Seth Krauss
Chief Administrative Officer & Senior Counsel to the Board of Directors and Senior Management at TKO Group Holdings
Executive
About Seth Krauss
Seth Krauss, 54, is TKO’s Chief Administrative Officer & Senior Counsel to the Board and Senior Management (since Jan 1, 2025), after serving as Chief Legal and Administrative Officer in 2024 and Chief Legal Officer at inception in 2023; he previously held senior legal roles at Endeavor, Take-Two Interactive, Morgan Stanley, and the New York County DA’s Office, with BA (History & Political Science) from Duke and JD from Washington University in St. Louis . During his tenure, TKO reported strong operational performance: FY2024 revenue rose 67.4% to $2,804.3M and Adjusted EBITDA rose 54.6% to $1,251.2M, driven by WWE media rights and sponsorship plus UFC live events and sponsorship growth; Company TSR rose from $82.19 at FY2023 to $143.18 at FY2024 (base $100 at listing) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Endeavor Group Holdings, Inc. | Chief Legal Officer (2014–Oct 2023); Chief Legal & Administrative Officer (Oct–Dec 2023); Chief Administrative Officer & Senior Counsel (Jan 2024–present) | 2014–present | Senior legal and administrative leadership supporting large-scale media/sports operations |
| Take-Two Interactive Software, Inc. | EVP & General Counsel | 2007–2014 | Executive legal leadership at a public interactive entertainment company |
| Morgan Stanley (Legal & Compliance Division) | VP & Counsel; then Executive Director & Counsel | 2004–2007 | Legal advisory within global investment bank |
| New York County District Attorney’s Office | Assistant District Attorney & Senior Investigative Counsel | 1995–2004 | Prosecutorial experience; complex investigations |
External Roles
| Organization | Role | Years |
|---|---|---|
| Minority Corporate Counsel Association | Board member | Current |
| Center for Family Representation | Board member | Prior |
| Duke University | Board of Trustees member | Prior |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | $228,082 | $2,000,000 |
| Bonus ($) | $228,082 | $3,650,000 |
| Stock Awards ($) | — | $4,224,934 |
| All Other Compensation ($) | $928 | $6,102 |
| Total ($) | $457,092 | $9,881,036 |
| Compensation Element | 2024 Terms |
|---|---|
| Annual Base Salary Rate | $2,000,000 |
| Target Annual Bonus | $2,000,000 (Company performance-based) |
| Actual 2024 Bonus Paid | Financial performance: $2,500,000; Qualitative discretionary: $1,150,000; Total $3,650,000 |
| Perquisites (2024) | 401(k) matching; commuting reimbursements ($2,652) |
| Clawback Policy | Applies to executive officers under SEC/NYSE rules (effective Oct 2, 2023) |
| Hedging Policy | Hedging transactions prohibited for directors/officers/employees |
| Pledging Policy | 2024 proxy notes officers were not prohibited from pledging (company-wide insider policy); 2025 proxy reiterates anti-hedging; no personal pledging disclosed for Krauss |
Performance Compensation
| Component | Metric | Target | Actual/Outcome | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (Financial) | Adjusted EBITDA (Company primary metric) | Not disclosed for individual | Company achieved $1,251.2M Adjusted EBITDA FY2024; metric used as primary consideration for executive payouts | $2,500,000 (Krauss) | Cash (paid; no vesting) |
| Annual Cash Bonus (Qualitative) | Strategic/individual contributions | N/A | Discretionary determination by CEO/Governing Body | $1,150,000 (Krauss) | Cash (no vesting) |
| RSU – One-time Award (granted Jan 12, 2024) | Time-based | 39,109 RSUs | Granted per employment agreement | Grant-date fair value $3,016,086 | Vests in four equal installments on Dec 31, 2024/2025/2026/2027 |
| RSU – Annual FY2023 Award (granted Feb 21, 2024) | Time-based | 14,127 RSUs | Granted for FY2023 cycle | Grant-date fair value $1,208,847 | Vests Jan 20, 2025/2026/2027 (equal installments) |
| RSU – Annual FY2024 Award (granted Jan 2025) | Time-based | 27,922 RSUs | Granted for FY2024 cycle | Not disclosed | Vests Jan 20, 2026/2027/2028 (equal annual installments) |
Performance metric design: TKO highlighted Adjusted EBITDA as the most important financial performance measure linking pay to performance in 2024 .
Equity Ownership & Alignment
| Beneficial Ownership (as of Apr 17, 2025) | Shares | % of Shares Outstanding |
|---|---|---|
| Class A Common Stock (S. Krauss) | 7,983 | <1% |
| Outstanding Equity (as of Dec 31, 2024) | Unvested RSUs (#) | Market Value ($) at $142.11/share |
|---|---|---|
| RSUs from One-time 2024 Award | 29,327 | $4,167,660 |
| RSUs from FY2023 Annual Award | 14,127 | $2,007,588 |
| Stock Vested During FY2024 | Shares Vested | Value Realized ($) |
|---|---|---|
| RSU Vesting (Krauss) | 9,777 | $1,389,409 |
- Stock ownership guidelines: not disclosed in proxy materials.
- Hedging/pledging: Anti-hedging policy in place; officer pledging permitted under 2024 insider policy (no pledging by Krauss disclosed) .
Employment Terms
| Term | Detail |
|---|---|
| Current Role | Chief Administrative Officer & Senior Counsel (since Jan 1, 2025) |
| Contract Term | Employment agreement effective Jan 1, 2024; expires Dec 31, 2027 |
| Base Salary | $2,000,000 |
| Target Annual Bonus | $2,000,000 (Company performance-based) |
| One-time RSU Award | 39,109 RSUs; vests Dec 31, 2024/2025/2026/2027 |
| Annual RSU Award (FY2023) | 14,127 RSUs; vests Jan 20, 2025/2026/2027 |
| Annual RSU Award (FY2024) | 27,922 RSUs; vests Jan 20, 2026/2027/2028 |
| Non-compete / Non-solicit | Restrictions up to 2 years post-termination; if terminated without Cause or for Good Reason, non-compete only applies while base salary continues (not more than 6 months) |
| Good Reason (examples) | Material breach; relocation of principal place of employment outside New York County without consent |
| Severance (if terminated without Cause or resign for Good Reason) | Base salary continuation through later of Dec 31, 2027 or 1st anniversary of termination; target bonus for year of termination (subject to release) |
| Estimated Severance (as of Dec 31, 2024) | Base Salary Continuation: $6,000,000; Bonus: $2,000,000; Accelerated Vesting Value: $6,175,958 |
| Change-in-Control Treatment | Accelerates and vests in full any unvested, service-based RSUs upon Change in Control (single-trigger for service-based awards), subject to continued service through closing |
| 280G Excise | Cutback to maximize net after-tax benefits; no tax gross-up |
Compensation Peer Group (Benchmarking Reference)
| Company | Ticker |
|---|---|
| AMC Networks, Inc. | AMCX |
| DraftKings Inc. | DKNG |
| Churchill Downs Incorporated | CHDN |
| Electronic Arts Inc. | EA |
| Fox Corporation | FOXA |
| iHeartMedia, Inc. | IHRT |
| Liberty Media Corporation (multiple tickers) | FWONA, FWONK, LSXMA, LLYVA, LLYVK |
| Lions Gate Entertainment Corp. | LGF.A |
| Live Nation Entertainment, Inc. | LYV |
| Madison Square Garden Entertainment Corp. | MSGE |
| Madison Square Garden Sports Corp. | MSGS |
| Paramount Global (plan design only) | PARA |
| Roku, Inc. | ROKU |
| Sirius XM Holdings Inc. | SIRI |
| Sphere Entertainment Co. | SPHR |
| Take-Two Interactive Software, Inc. | TTWO |
| Warner Bros. Discovery, Inc. (plan design only) | WBD |
Investment Implications
- Pay-for-performance and retention: Krauss’s 2024 cash incentive included a financial component tied to Company Adjusted EBITDA and a discretionary component, while equity is entirely RSUs with multi-year vesting, aligning with long-term performance and retention .
- Vesting calendar and potential selling pressure: Significant RSU vesting dates (Dec 31, 2025/2026/2027; Jan 20, 2026/2027/2028) may create supply overhang on/after vest dates if shares are sold, though no sale intent is disclosed .
- Change-in-control economics: Single-trigger acceleration for service-based RSUs upon a Change in Control, plus substantial severance (as of 12/31/2024 estimate: $6.0M salary continuation + $2.0M bonus + ~$6.18M accelerated equity), potentially incentivizing transaction support while raising dilution/overhang considerations .
- Governance and risk controls: Anti-hedging and clawback policies reduce misalignment/earnings restatement risks; 280G cutback (no gross-ups) is shareholder-friendly; pledging permitted under 2024 insider policy (no pledging by Krauss disclosed), which investors often view as a red flag if used .
- Alignment: Beneficial ownership is modest (<1%); alignment relies on unvested RSUs and future vesting rather than large current share ownership .
Company performance context: FY2024 revenue $2,804.3M (+67.4% YoY) and Adjusted EBITDA $1,251.2M (+54.6% YoY); Company TSR improved from 82.19 (FY2023) to 143.18 (FY2024) based on an initial $100 investment at listing, supporting the pay-versus-performance framework the Compensation Committee highlights .
All data sourced from TKO DEF 14A 2025 and 2024 proxies: .