Sonya Medina

About Sonya E. Medina

Sonya E. Medina has served on TKO’s Board since September 12, 2023, and is designated as independent under NYSE rules and the Company’s bylaws; she currently serves on the Audit and Compensation Committees . Her background spans corporate social responsibility, social impact, brand management, and public service, including leadership at Reach Resilience (CEO), co-founding Greenlight Growth Capital, prior roles at Silver Eagle Distributors and AT&T, and White House service; she holds a B.S. from Texas A&M University and an M.P.H. from Columbia University .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Ms. Medina is independent under NYSE rules and the Company’s bylaws; she also meets Audit and Compensation Committee independence standards .
• Committee assignments (2024–2025): Audit Committee (member); Compensation Committee (member). Chairs: Audit—Carrie Wheeler; Compensation—Steven R. Koonin; Nominating—Mark Shapiro .
• Financial literacy: All Audit members, including Ms. Medina, meet NYSE financial literacy requirements (Audit Committee financial expert: Carrie Wheeler) .
• Attendance: In 2024, each incumbent director attended at least 75% of Board/committee meetings, except Dwayne Johnson; Board met 7x, Audit 4x, Compensation 4x, Nominating 0x .
• Controlled company context: TKO relies on NYSE “controlled company” exemptions due to Endeavor’s voting control, which can reduce independent directors’ influence; Ms. Medina is listed as an Endeavor (EGH) designee to the Board .

Fixed Compensation

Notes:

• Additional chair fees (not applicable to Medina): Audit chair $15,000; Compensation chair $20,000; Nominating chair $15,000; Nominating member $7,500 .

Performance Compensation

Other Directorships & Interlocks

• External public directorships: Papa John’s (Compensation; Nominating & Governance); prior Delta Apparel (Audit; Governance) .
• Internal Board designation: Ms. Medina is one of the Endeavor Group Holdings (EGH) designees to the TKO Board, while still deemed independent under Company bylaws and NYSE rules .
• Compensation Committee interlocks: The Compensation Committee (Koonin—Chair, Bynoe, Medina) reported no interlocks or relationships requiring disclosure under SEC rules; neither members nor TKO executives serve reciprocally on each other’s comp committees .

Expertise & Qualifications

• Areas of expertise: Corporate social responsibility, social impact, brand management; Board notes extensive public company directorship experience .
• Financial oversight: Audit Committee member with financial literacy as required by NYSE (Audit Committee financial expert designation assigned to Wheeler) .
• Education: B.S., Texas A&M University; M.P.H., Columbia University .

Equity Ownership

Governance Assessment

• Positive indicators:

  • Independent director serving on both Audit and Compensation Committees; meets NYSE independence and literacy standards, supporting board oversight of financial reporting and pay governance .
  • Clean compliance signal: 2024 Section 16(a) review lists no delinquent filings attributed to Medina .
  • Director pay structure emphasizes equity alignment via annual RSUs that vest at the next annual meeting, encouraging ongoing service and shareholder alignment .

• Watch items / potential conflicts:

  • Controlled company status under NYSE rules may reduce independent directors’ influence; Medina is an Endeavor designee, requiring continued vigilance on related‑party matters. TKO’s policy requires independent director and board approval for Endeavor‑related transactions, which mitigates risk .
  • No say‑on‑pay proposal listed for the 2025 annual meeting (agenda includes only director elections and auditor ratification), limiting shareholder feedback channels on compensation in 2025 .

• Engagement and attendance:

  • Board/committee attendance threshold met (75%+ for incumbents), with only Dwayne Johnson noted as an exception, suggesting adequate engagement by Medina; Board met 7x, Audit 4x, Compensation 4x in 2024 .

Director Compensation (2024)

Board Governance (Structure & Context)

• Committees (Medina): Audit (member), Compensation (member). Committee chairs: Audit—Carrie Wheeler; Compensation—Steven R. Koonin; Nominating—Mark Shapiro; Koonin is Lead Independent Director .
• Board structure and designations: Board size set at 13 by Governance Agreement; Endeavor entitled to designate seven directors and WWE six until the Sunset Date; Medina is one of the seven Endeavor (EGH) designees .
• Executive sessions: Independent and non‑management directors hold executive sessions at least annually .

Related Party & Policy Framework

• Related person transactions oversight: Transactions >$120,000 with related persons require approval by a majority of independent directors and the Board/CEO, with special approval mechanics for Endeavor‑related transactions both before and after Dec 31, 2025 .
• Anti‑hedging: Directors are prohibited from hedging Company stock (e.g., collars, swaps) under the Insider Trading Policy, reinforcing alignment with shareholders .

Say‑on‑Pay & Shareholder Feedback

• 2025 Annual Meeting agenda did not include an advisory vote on executive compensation (say‑on‑pay); agenda covered director elections and auditor ratification .

Summary Signals for Investors

• Governance strengths: Independent status, dual service on Audit and Compensation, equity‑heavy director pay program with annual vesting, and clean Section 16(a) record for Medina support investor confidence .
• Governance risks to monitor: Controlled company framework and Medina’s EGH designee status warrant continued scrutiny of related‑party transactions; the Company’s approval safeguards partially mitigate this risk .