Live Nation Shareholders Vote Disapproval of CEO Michael Rapino’s $139M Pay Package

In a rare investor reproach for Live Nation, at the company’s annual meeting held earlier in June, a majority of its shareholders voted against ratifying chief executive Michael Rapino‘s $139-million pay package for 2022.

In an advisory say-on-pay referendum on June 9, more than 53% of votes cast rejected the 2022 compensation packages for promoter Live Nation’s named executives — Rapino, president and CFO Joe Berchtold, chief accounting officer Brian Capo, executive vp John Hopmans and general counsel Michael Rowles, according to a filing released on June 15. In contrast, 94% of the votes cast at its 2020 shareholder meeting were in favor of the say-on-pay proposal, according to Live Nation.

As the shareholder vote was advisory and non-binding, Live Nation’s board will have the ultimate say on any future actions around executive compensation.

Shareholder rebukes like this are rare, and it comes as the Ticketmaster owner is already under fire from fans and regulators over its role in the Taylor Swift Eras Tour ticket debacle. As of May 31, only 1.5% of companies in the Russell 3000 index have failed Say on Pay votes so far this year, according to a report by Harvard Law School’s Forum on Corporate Governance.

In Live Nation’s proxy statement, the company said it believes its “compensation program is reasonable, competitive and strongly focused on pay for performance principles.” A company spokesperson did not respond to requests for comment.

“We believe that the fiscal year 2022 compensation paid to our named executive officers was appropriate and aligned with Live Nation’s fiscal year 2022 results,” the company stated in its proxy, citing the company’s 44% growth in revenue to $16.7 billion in 2022.

Influential shareholder advisory groups Institutional Shareholder Services (ISS) and Glass Lewis recommended shareholders vote against Live Nation’s executive officers’ compensation, citing a “misalignment” between pay and performance in the structure of certain stock equity grants.

ISS actually estimates Rapino’s 2022 compensation higher than what Live Nation published in its proxy — at $156 million for the year. The group raised specific concerns over a “mega grant” Rapino received in July 2022 that it said was worth $120.5 million and a similar award CFO Berchtold received worth $52.6 million. ISS contends the grants were not adequately linked to achieving sustained higher stock prices. Total Live Nation shareholder returns were negative over a one-year period and underperformed the S&P 500 Index, ISS says.

“The current structure could reward these executives for short-term or merely temporary increases in stock price,” ISS researchers wrote, adding that the large one-time equity grants paid were “multiple times larger than the total CEO pay for the company’s peer group…lack clear disclosure regarding the rationale for the size of the awards and other details necessary to assess them.”

Glass Lewis also raised concerns over cash signing bonuses of about $6 million received by Rapino and Berchtold.

“The (bonuses) are not subject to any performance or recoupment provisions,” Glass Lewis researchers wrote. “Such pay levels on a one-time basis outpace total compensation levels afforded executives at some of the largest companies in the U.S. despite being subject to considerably weaker vesting and performance conditions.”

Additional reporting by Glenn Peoples.