Steven Koonin
About Steven R. Koonin
Steven R. Koonin, 67, has served on TKO’s Board since September 2023 and was appointed Lead Independent Director in February 2024. He is CEO of the Atlanta Hawks, LLC (since April 2014) and holds a B.S. in Marketing from the University of Georgia. His prior public company board experience includes GameStop Corp. (NYSE; 2007–2020) and Rubicon Technologies, Inc. (NYSE; 2012–2022), underpinning strong media, consumer, and governance credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WWE (pre-TKO) | Director committee member | Jun 2021–Sep 2023 | Compensation Committee member; Nominating & Corporate Governance Committee member |
| GameStop Corp. (NYSE) | Director | May 2007–May 2020 | Governance and oversight at a large specialty retailer |
| Rubicon Technologies, Inc. (NYSE) | Director | Dec 2012–Jun 2022 | Oversight at a technology-enabled ESG platform |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Atlanta Hawks, LLC | Chief Executive Officer | Apr 2014–present | Operational leadership of NBA franchise |
| Georgia Aquarium, Inc. | Director; Chair | Jun 2004–present | Current Chair; long-standing civic leadership |
| Metropolitan Atlanta Chamber of Commerce, Inc. | Director | Jun 2014–present | Regional economic development |
| Atlanta Police Foundation, Inc. | Director | Jun 2021–present | Public safety nonprofit governance |
Board Governance
- Committee assignments: Chair, Compensation Committee; member, Compensation Committee; not a member of Audit or Nominating & Corporate Governance Committees .
- Lead Independent Director: Presides at executive sessions; approves Board agendas; liaison to Chair/CEO; pivotal role in risk oversight per Corporate Governance Guidelines .
- Independence: Determined independent under NYSE and TKO bylaws; Board evaluated State Farm Arena event hosting and deemed transactions arm’s-length with no material interest impacting independence .
- Attendance: In 2024, all incumbent directors met at least 75% attendance except Dwayne Johnson; Koonin met required attendance .
- Executive sessions: Independent directors hold executive sessions at least annually; non-management directors also meet in executive sessions .
- Controlled company: TKO uses NYSE “controlled company” exemptions; Nominating Committee is not required to be fully independent, which can limit independent director influence .
Fixed Compensation
| Component | Amount/Policy | Detail |
|---|---|---|
| Cash fees (FY2024) | $423,274 | Reported total director cash compensation for Steve R. Koonin |
| Annual cash retainer | $107,000 | Non-employee director annual fee |
| Committee fees | $20,000 (Compensation Chair); $10,000 (Compensation member) | Annual fees; earned quarterly |
| Special Committee fees (Endeavor Asset Acquisition) | $150,000 initial; $20,000 per month (capped at $250,000/year) | Additional cash compensation for service on special committee (Koonin member) |
Performance Compensation
| Equity Element | FY2024 Value | Vesting/Notes |
|---|---|---|
| Stock awards (RSUs) | $301,440 | FY2024 director equity compensation reported for Koonin |
| Standard annual RSU grant policy | $182,000 grant-date value | Vests in full at the next annual stockholder meeting |
| Unvested RSUs outstanding (12/31/2024) | 1,700 units | Vests at the 2025 stockholder meeting |
- Performance metrics: Director equity awards are time-based; no performance metric disclosures for director compensation .
Other Directorships & Interlocks
| Company | Status | Potential Interlock/Notes |
|---|---|---|
| GameStop Corp. (NYSE) | Former director | No current interlock with TKO |
| Rubicon Technologies, Inc. (NYSE) | Former director | No current interlock with TKO |
| Atlanta Hawks / State Farm Arena | Current executive role | State Farm Arena hosts WWE/TKO live events; Board deemed transactions arm’s-length without material interest affecting independence |
Expertise & Qualifications
- Executive leadership of major sports franchise (Atlanta Hawks), deep consumer and media brand experience .
- Prior governance roles on NYSE-listed boards; committee experience relevant to compensation and nominations .
- Recognized civic leadership (Georgia Aquarium Chair; regional chamber, police foundation) supporting stakeholder engagement .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Class A) | 9,400 shares | Less than 1% ownership |
| RSUs vesting within 60 days of Apr 17, 2025 | 2,479 shares | Included in beneficial ownership footnote (14) |
| Unvested RSUs at 12/31/2024 | 1,700 | Vests at 2025 stockholder meeting |
| Hedging/Pledging | Hedging prohibited | Insider Trading Policy prohibits hedging; no pledging disclosures for Koonin |
Governance Assessment
- Strengths:
- Lead Independent Director with defined responsibilities and active role in risk oversight; helps balance combined Executive Chair/CEO structure .
- Independent status affirmed despite venue transactions; arm’s-length, no material interest—supports investor confidence .
- Engagement evidenced by Compensation Committee chairmanship and service on a Special Committee evaluating the Endeavor Asset Acquisition .
- Use of independent compensation consultants (Pay Governance) with no conflicts; Mercer provided limited prior-year services—good pay governance hygiene .
- RED FLAGS / Watch items:
- Controlled company exemptions reduce independent director influence (e.g., Nominating Committee not required to be fully independent) .
- Complex related-party ecosystem (Endeavor/WME affiliates, venue relationships) requires continued oversight; Board procedures currently mitigate Koonin’s specific exposure .
- No explicit director stock ownership guideline levels disclosed; limited visibility on long-term “skin in the game” beyond standard RSUs .
Notes:
- All data reflects disclosures in TKO’s 2025 DEF 14A (published April 25, 2025), including director biographies, compensation, committees, independence determinations, attendance, and related-party transactions .