Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses TKO in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named TKO in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Ariel Emanuel | $3,000,000 | $11,880,000 | $43,982,679 | $0 | $8,120,000 | $0 | $379,103 | $67,361,782 |
| Executive Chair and Chief Executive Officer | ||||||||
| Mark Shapiro | 4,000,000 | 12,500,000 | 25,846,781 | 0 | 0 | 0 | 297,565 | 42,644,346 |
| President and Chief Operating Officer | ||||||||
| Andrew Schleimer | 2,000,000 | 7,000,000 | 14,128,964 | 0 | 0 | 0 | 10,460 | 23,139,424 |
| Chief Financial Officer | ||||||||
| Seth Krauss | 2,000,000 | 4,000,000 | 3,959,340 | 0 | 0 | 0 | 11,263 | 9,970,603 |
| Chief Administrative Officer and Senior Counsel to the Board of Directors and Senior Management | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Ariel Emanuel | $67,361,782 | $18,129,271 | $64,912,560 | +49,232,511 |
| Mark Shapiro | 42,644,346 | 31,964,172 | 16,083,330 | +10,680,174 |
| Andrew Schleimer | 23,139,424 | 7,758,446 | 8,765,262 | +15,380,978 |
| Seth Krauss | 9,970,603 | 9,881,036 | 457,092 | +89,567 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Andrew Schleimer | RSU | 2025-08-17 | — | — | 35,506 | — | $6,705,308 |
| Mark Shapiro | RSU | 2025-08-17 | — | — | 73,969 | — | 13,969,046 |
| Andrew Schleimer | RSU | 2025-01-16 | — | — | 52,353 | — | 7,423,655 |
| Seth Krauss | RSU | 2025-01-16 | — | — | 27,922 | — | 3,959,340 |
| Ariel Emanuel | RSU | 2025-01-16 | — | — | 191,959 | — | 27,219,786 |
| Mark Shapiro | RSU | 2025-01-16 | — | — | 83,764 | — | 11,877,735 |
| Ariel Emanuel | RSU | 2025-08-17 | — | — | 88,763 | — | 16,762,893 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Andrew Schleimer | $14,128,963 | $0 | $0 | 0.0% |
| Mark Shapiro | 25,846,781 | 0 | 0 | 0.0% |
| Seth Krauss | 3,959,340 | 0 | 0 | 0.0% |
| Ariel Emanuel | 43,982,679 | 0 | 0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Andrew Schleimer | RSU | 11,667 | — | $2,438,403 |
| Seth Krauss | RSU | 9,418 | — | 1,968,362 |
| Ariel Emanuel | RSU | 194,082 | — | 40,563,138 |
| Mark Shapiro | RSU | 83,764 | — | 17,506,676 |
| Andrew Schleimer | RSU | 35,506 | — | 7,420,754 |
| Ariel Emanuel | RSU | 191,959 | — | 40,119,431 |
| Ariel Emanuel | RSU | 88,763 | — | 18,551,467 |
| Mark Shapiro | RSU | 73,969 | — | 15,459,521 |
| Seth Krauss | RSU | 27,922 | — | 5,835,698 |
| Seth Krauss | RSU | 19,555 | — | 4,086,995 |
| Ariel Emanuel | RSU | 19,376 | — | 4,049,584 |
| Mark Shapiro | RSU | 126,375 | — | 26,412,375 |
| Andrew Schleimer | RSU | 52,353 | — | 10,941,777 |
| Andrew Schleimer | RSU | 12,415 | — | 2,594,735 |
Our compensation structure is intended to promote a pay-for-performance approach and includes elements designed to align the interests of our named executive officers with those of our stockholders, motivate our named executive officers to achieve or exceed our targeted financial and strategic performance objectives and reward them for their achievements when those objectives are met.
| CEO STI target (% of salary) | 233% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Pay Governance |
| Clawback policy | True |
| Anti-hedging | True |
| Anti-pledging | True |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2024 | 2024-06-12 | 110,000,339 | 44,388,047 | 145,175 | 71.25% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2024 | 2024-06-12 | 71.25%a |
a. Approved under the standard stated in the filing — “7 Table of Contents (2) Votes marked as an "Abstention" and broker non-votes are not considered votes cast and will, therefore, not affect the outcome of this proposal.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | 813 : 1 |
|---|---|
| CEO total compensation | — |
| Median employee compensation | $82,428 |
| Annual cash retainer | $150,000 |
|---|---|
| Annual equity retainer | $150,000 |
| Per board meeting fee | $2,500 |
| Committee chair fees (audit / comp / nom-gov) | 25,000 / 25,000 / 25,000 |
| Stock ownership guideline | $5 |
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies TKO Group Holdings names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including TKO Group Holdings.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Warner Bros. Discovery, Inc. | 2025 | David Zaslav | $3,000,000 | $22,597,744 | $109,593,181 | $25,726,018 | $165,009,366 |
| 2 | TKO Group Holdings | 2025 | Ariel Emanuel | 3,000,000 | 43,982,679 | 0 | 8,120,000 | 67,361,782 |
| 3 | Fox Corporation | 2025 | Lachlan Murdoch | 3,000,000 | 10,594,860 | 2,750,000 | 10,680,000 | 32,980,954 |
| 4 | Live Nation Entertainment, Inc. | 2025 | Michael Rapino | 3,000,000 | 10,000,368 | 0 | 17,372,522 | 32,552,324 |
| 5 | Electronic Arts Inc. | 2025 | Andrew Wilson | 1,300,000 | 25,710,910 | 0 | 2,840,067 | 30,529,835 |
| 6 | Roku, Inc. | 2025 | Anthony Wood | 1,000,000 | 12,702,990 | 12,832,220 | 0 | 26,565,120 |
| 7 | DraftKings Inc. | 2025 | Jason Robins | 1 | 19,203,672 | 0 | 0 | 22,621,941 |
| 8 | Churchill Downs Incorporated | 2025 | William Carstanjen | 1,800,000 | 11,443,380 | 0 | 5,763,331 | 19,172,839 |
| 9 | Warner Music Group Corp. | 2025 | Robert Kyncl | 2,000,000 | 10,675,719 | 0 | 0 | 15,909,250 |
| 10 | Sirius XM Holdings Inc. | 2025 | Jennifer Witz | 2,000,000 | 0 | 0 | 6,000,000 | 8,012,795 |
| 11 | Lions Gate Entertainment Corp. | 2025 | Jeffrey Hirsch | 1,162,877 | 2,530,994 | 0 | 2,950,493 | 6,753,823 |
| 12 | Take-Two Interactive Software, Inc. | 2026 | Strauss Zelnick | 1 | 0 | 0 | 0 | 403,019 |
| — | Liberty Media Corporation | — | — | — | — | — | — | not in coverage universe |
| — | Paramount Global | — | — | — | — | — | — | not in coverage universe |
| — | Madison Square Garden Sports Corp. | — | — | — | — | — | — | not in coverage universe |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| TKO Group Holdings | not disclosed | RSU 100 | not disclosed | Pay Governance |
| Churchill Downs Incorporated | 128.0% | PSU 50 · RSU 50 | No | Frederic W. Cook & Co., Inc. |
| DraftKings Inc. | not disclosed | RSU 50 · PSU 50 | No | Frederic W. Cook & Co., Inc. |
| Electronic Arts Inc. | 87.4% | PSU 60 · RSU 40 | Yes — Absolute TSR | Semler Brossy |
| Fox Corporation | 178% | RSU 50 · Options 25 · PSU 25 | Yes | FW Cook |
| Liberty Media Corporation | not disclosed | not disclosed | not disclosed | not disclosed |
| Lions Gate Entertainment Corp. | 85.4% | PSU 70 · RSU 30 | No | Pay Governance |
| Live Nation Entertainment, Inc. | 102% | not disclosed | No | The Croner Company |
| Madison Square Garden Sports Corp. | not disclosed | not disclosed | not disclosed | not disclosed |
| Paramount Global | 164.2% | PSU 50 · RSU 50 | No | ClearBridge |
| Roku, Inc. | not disclosed | Options 50 · RSU 50 | not disclosed | Compensia |
| Sirius XM Holdings Inc. | 102% | not disclosed | No | Meridian Compensation Partners, LLC |
| Take-Two Interactive Software, Inc. | 152.4% | PSU 67 · RSU 33 | Yes — Relative TSR | Frederic W. Cook & Co., Inc. |
| Warner Bros. Discovery, Inc. | 116.9% | PSU 100 | No | Pay Governance |
| Warner Music Group Corp. | 107% | RSU 68 · PSU 32 | No | Frederic W. Cook & Co. |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Ariel Emanuel | DEF 14A | 2026-04-23 | 0001193125-26-173833 | Section “Summary Compensation Table” · page 41. As printed: 67,361,782. Filing ↗machine: r2 · c53 · span 497557–497567 |
| 2 | Section 01, Mark Shapiro | DEF 14A | 2026-04-23 | 0001193125-26-173833 | Section “Summary Compensation Table” · page 41. As printed: 42,644,346. Filing ↗machine: r8 · c53 · span 515681–515691 |
| 3 | Section 01, Andrew Schleimer | DEF 14A | 2026-04-23 | 0001193125-26-173833 | Section “Summary Compensation Table” · page 41. As printed: 23,139,424. Filing ↗machine: r5 · c53 · span 506628–506638 |
| 4 | Section 01, Seth Krauss | DEF 14A | 2026-04-23 | 0001193125-26-173833 | Section “Summary Compensation Table” · page 41. As printed: 9,970,603. Filing ↗machine: r11 · c53 · span 524875–524884 |
| 5 | Section 03, Andrew Schleimer RSU | DEF 14A | 2026-04-23 | 0001193125-26-173833 | Section “Grants of Plan-Based Awards for Fiscal Year 2025” · grants of plan-based awards table. Filing ↗machine: t131 · r6 · c37 · span 555170–555176 |
| 6 | Section 03, Mark Shapiro RSU | DEF 14A | 2026-04-23 | 0001193125-26-173833 | Section “Grants of Plan-Based Awards for Fiscal Year 2025” · grants of plan-based awards table. Filing ↗machine: t131 · r8 · c37 · span 560421–560427 |
| 7 | Section 03, Andrew Schleimer RSU | DEF 14A | 2026-04-23 | 0001193125-26-173833 | Section “Grants of Plan-Based Awards for Fiscal Year 2025” · grants of plan-based awards table. Filing ↗machine: t131 · r5 · c45 · span 553354–553363 |
| 8 | Section 03, Seth Krauss RSU | DEF 14A | 2026-04-23 | 0001193125-26-173833 | Section “Grants of Plan-Based Awards for Fiscal Year 2025” · grants of plan-based awards table. Filing ↗machine: t131 · r9 · c45 · span 563855–563864 |
| 9 | Section 03, Ariel Emanuel RSU | DEF 14A | 2026-04-23 | 0001193125-26-173833 | Section “Grants of Plan-Based Awards for Fiscal Year 2025” · grants of plan-based awards table. Filing ↗machine: t131 · r3 · c45 · span 548098–548108 |
| 10 | Section 03, Mark Shapiro RSU | DEF 14A | 2026-04-23 | 0001193125-26-173833 | Section “Grants of Plan-Based Awards for Fiscal Year 2025” · grants of plan-based awards table. Filing ↗machine: t131 · r7 · c45 · span 558604–558614 |
| 11 | Section 03, Ariel Emanuel RSU | DEF 14A | 2026-04-23 | 0001193125-26-173833 | Section “Grants of Plan-Based Awards for Fiscal Year 2025” · grants of plan-based awards table. Filing ↗machine: t131 · r4 · c37 · span 549915–549921 |
| 12 | Section 07, pay ratio | DEF 14A | 2026-04-23 | 000119312526173833 | Section “CEO Pay Ratio”. As printed: 813 : 1. Filing ↗machine: span 703401–703409 |
| 13 | Section 06, 2024 vote | Form 8-K | 2024-06-14 | 0001193125-24-161666 | Item 5.07 · say-on-pay result. As reported: 71.25% (votes for as printed: 110,000,339). Filing ↗ |
| 14 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 15 | Section 03b vehicle mix (computed) | Computed | — | computed | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 16 | Warner Bros. Discovery, Inc., Section 10b CEO total | DEF 14A | 2026-04-30 | 0001437107-26-000046 | CEO total compensation as printed in Warner Bros. Discovery, Inc.'s own proxy. As printed: 165,009,366. Filing ↗machine: span 1634526–1634537 |
| 17 | TKO Group Holdings (subject), Section 10b CEO total | DEF 14A | 2026-04-23 | 0001193125-26-173833 | CEO total compensation as printed in TKO Group Holdings's own proxy. As printed: 67,361,782. Filing ↗machine: r2 · c53 · span 497557–497567 |
| 18 | Fox Corporation, Section 10b CEO total | DEF 14A | 2025-09-25 | 0001628280-25-042772 | CEO total compensation as printed in Fox Corporation's own proxy. As printed: 32,980,954. Filing ↗machine: span 656057–656067 |
| 19 | Live Nation Entertainment, Inc., Section 10b CEO total | DEF 14A | 2026-04-24 | 0001193125-26-174146 | CEO total compensation as printed in Live Nation Entertainment, Inc.'s own proxy. As printed: 32,552,324. Filing ↗machine: r2 · c31 · span 714411–714421 |
| 20 | Electronic Arts Inc., Section 10b CEO total | DEF 14A | 2025-06-24 | 0001308179-25-000556 | CEO total compensation as printed in Electronic Arts Inc.'s own proxy. As printed: 30,529,835. Filing ↗machine: t128 · r2 · c14 · span 604029–604039 |
| 21 | Roku, Inc., Section 10b CEO total | DEF 14A | 2026-04-24 | 0001140361-26-016715 | CEO total compensation as printed in Roku, Inc.'s own proxy. As printed: 26,565,120. Filing ↗machine: r2 · c22 · span 629170–629180 |
| 22 | DraftKings Inc., Section 10b CEO total | DEF 14A | 2026-03-26 | 0001104659-26-035176 | CEO total compensation as printed in DraftKings Inc.'s own proxy. As printed: 22,621,941. Filing ↗machine: r1 · c41 · span 613685–613695 |
| 23 | Churchill Downs Incorporated, Section 10b CEO total | DEF 14A | 2026-03-12 | 0001193125-26-104118 | CEO total compensation as printed in Churchill Downs Incorporated's own proxy. As printed: 19,172,839. Filing ↗machine: r4 · c25 · span 874946–874956 |
| 24 | Warner Music Group Corp., Section 10b CEO total | DEF 14A | 2026-01-20 | 0001140361-26-001664 | CEO total compensation as printed in Warner Music Group Corp.'s own proxy. As printed: 15,909,250. Filing ↗machine: r2 · c24 · span 494670–494681 |
| 25 | Sirius XM Holdings Inc., Section 10b CEO total | DEF 14A | 2026-04-10 | 0001104659-26-041777 | CEO total compensation as printed in Sirius XM Holdings Inc.'s own proxy. As printed: 8,012,795. Filing ↗machine: r2 · c53 · span 986498–986507 |
| 26 | Lions Gate Entertainment Corp., Section 10b CEO total | DEF 14A | 2026-04-02 | 0000929351-26-000021 | CEO total compensation as printed in Lions Gate Entertainment Corp.'s own proxy. As printed: 6,753,823. Filing ↗machine: t153 · r2 · c16 · span 880473–880482 |
| 27 | Take-Two Interactive Software, Inc., Section 10b CEO total | DEF 14A | 2026-07-27 | 0001628280-26-049813 | CEO total compensation as printed in Take-Two Interactive Software, Inc.'s own proxy. As printed: 403,019. Filing ↗machine: r2 · c6 · span 2040595–2040602 |
| 28 | Section 10a, Electronic Arts Inc. reciprocity | DEF 14A | — | 0001308179-25-000556 | Electronic Arts Inc.'s most recent proxy was read; its disclosed peer group does not include TKO Group Holdings. Filing ↗ |
| 29 | Section 10a, Live Nation Entertainment, Inc. reciprocity | DEF 14A | — | 0001193125-26-174146 | Live Nation Entertainment, Inc.'s most recent proxy was read; its disclosed peer group does not include TKO Group Holdings. Filing ↗ |
| 30 | Section 10a, Paramount Global reciprocity | DEF 14A | — | 0001140361-25-021135 | Paramount Global's most recent proxy was read; its disclosed peer group does not include TKO Group Holdings. Filing ↗ |
| 31 | Section 10a, Take-Two Interactive Software, Inc. reciprocity | DEF 14A | — | 0001628280-26-049813 | Take-Two Interactive Software, Inc. names TKO Group Holdings in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 32 | Section 10a, DraftKings Inc. reciprocity | DEF 14A | — | 0001104659-26-035176 | DraftKings Inc.'s most recent proxy was read; its disclosed peer group does not include TKO Group Holdings. Filing ↗ |
| 33 | Section 10a, Churchill Downs Incorporated reciprocity | DEF 14A | — | 0001193125-26-104118 | Churchill Downs Incorporated's most recent proxy was read; its disclosed peer group does not include TKO Group Holdings. Filing ↗ |
| 34 | Section 10a, Fox Corporation reciprocity | DEF 14A | — | 0001628280-25-042772 | Fox Corporation's most recent proxy was read; its disclosed peer group does not include TKO Group Holdings. Filing ↗ |
| 35 | Section 10a, Lions Gate Entertainment Corp. reciprocity | DEF 14A | — | 0000929351-26-000021 | Lions Gate Entertainment Corp. names TKO Group Holdings in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 36 | Section 10a, Roku, Inc. reciprocity | DEF 14A | — | 0001140361-26-016715 | Roku, Inc.'s most recent proxy was read; its disclosed peer group does not include TKO Group Holdings. Filing ↗ |
| 37 | Section 10a, Sirius XM Holdings Inc. reciprocity | DEF 14A | — | 0001104659-26-041777 | Sirius XM Holdings Inc.'s most recent proxy was read; its disclosed peer group does not include TKO Group Holdings. Filing ↗ |
| 38 | Section 10a, Warner Bros. Discovery, Inc. reciprocity | DEF 14A | — | 0001437107-26-000046 | Warner Bros. Discovery, Inc.'s most recent proxy was read; its disclosed peer group does not include TKO Group Holdings. Filing ↗ |
| 39 | Section 10a, Warner Music Group Corp. reciprocity | DEF 14A | — | 0001140361-25-001453 | Warner Music Group Corp. names TKO Group Holdings in its own disclosed peer group (read from its most recent proxy). Filing ↗ |