Live Nation Investors Slam Excessive Pay for Rapino, Executives

Live Nation Entertainment shareholders pushed back against the enormous pay given to top executives at the company’s annual meeting in June, according to a report in Billboard. The salaries for 2022 of CEO Michael Rapino and other key figures like Joe Berchtold drew fire from a majority of shareholders, who voted against ratifying the figures paid out in salary and bonuses.

From Billboard:

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.

After making headlines for briefly reducing pay during the pandemic, Rapino reportedly saw $139 in compensation in 2022. This includes a $6 million signing bonus received for entering into a new employment agreement in July 2022, $12 million in cash performance bonuses, and stock awards totaling $116 million that will vest as early as 2024.

Berchtold also saw a considerable increase in his overall compensation package, which rose to $52.4 million in 2022, compared to $5 million the prior year. Berchtold’s base salary increased slightly to $1.3 million from $1.1 million. He also earned a signing bonus of $6 million and an annual cash performance bonus of $2.5 million. Berchtold’s compensation package included $42.4 million in stock awards.

The shareholder vote is non-binding, but rare – Billboard’s reporting includes the fact that only 1.5% of companies have seen such rebukes on so-called “Say on Pay” votes so far this year. Influencing that fact was a suggestion by Institutional Shareholder Services and Glass Lewis that shareholders push back against the pay figures, due to “misalignment” between the pay and performance, as well as a huge disparity between pay at Live Nation and similar companies.

“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.”

“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.”

Live Nation Entertainment stands at the core of the live entertainment industry in North America and globally, dwarfing all competition by levels that have drawn increasing scrutiny from lawmakers and regulators. Its executive pay spike has come at a time of soaring earnings for the company, which have been fueled by deliberate surges in ticket prices, drawing considerable fan anger and accusations of monopolistic behavior.