Live Nation CEO’s Pay Tied to ‘Solving’ DOJ-Antitrust Problem

(Bloomberg) — Live Nation Entertainment Inc. Chief Executive Michael Rapino told a New York jury that her multi-million dollar award was due in part to “resolving the DOJ issue”; This refers to the threat posed by government antitrust enforcers who want to break up the company.

About 90% of Rapino’s salary comes from cash bonuses and stock grants, the CEO acknowledged Thursday during testimony in an antitrust case in federal court. Live Nation said its board based those payments on whether certain profit targets were met, as well as a “regulatory affairs” target set by the board. The U.S. Department of Justice and dozens of states sued the company, claiming it had a monopoly in the live music industry.

The Justice Department reached a surprise settlement with Live Nation a week after the federal antitrust case began. But a group of state attorneys general, led by New York, is pursuing lawsuits to force the company to sell its ticketing arm Ticketmaster.

Under questioning by a group of state attorneys, Rapino denied that the compensation target was related solely to the Justice Department’s case, saying Live Nation had regulatory problems around the world. Rapino said the board was focused on “the management, not the exact outcome” of the antitrust case. “It’s not whether we win or lose” this case, he said.

Rapino, wearing a form-fitting black suit, was uncooperative during her testimony; he often said he didn’t understand the questions the attorney was asking on behalf of the states or tried to add context to yes-or-no answers. Rapino was sipping Diet Coke and white chocolate bars during breaks.

U.S. District Judge Arun Subramanian, who is overseeing the trial, ruled Wednesday that the states could not disclose the amount of damages awarded to Rapino – more than $27 million, as the states claimed – because doing so could prejudice the jury. States say he is also one of Live Nation’s largest shareholders, but the judge ruled Thursday that jurors could only be told the percentage of his ownership stake, not the dollar value.

Lawyers for Live Nation repeated their arguments Thursday that allowing the states to dispute anything related to Rapino’s compensation would harm their defense.

Jeffrey Kessler, an attorney representing the states, argued that it was “unusual” for the CEO of a publicly traded company to be the “largest private owner.” This significant risk means “nobody can question it,” Kessler said. “Not a board member will question it.”

Live Nation attorney Lauren Moskowitz rejected the idea that Rapino was the largest shareholder, saying she was merely “the single person with the most shares.” The largest owner of the shares is Liberty Live Holdings Inc., according to data compiled by Bloomberg. While the majority of the remaining top 10 consists of institutional investors.

The states’ allegations include that Live Nation used its monopoly power over ticketing and venues to overcharge and generate more revenue from extra services.

For example, in 2024, Live Nation eliminated the ability for fans to bring their own lawn chairs to shows at outdoor amphitheatres, which states said helped boost the company’s revenue by renting their own chairs.

Rapino said the policy was developed due to “a safety issue” and to respond to fan complaints about different size chairs. But an October 2024 presentation about Live Nation’s venues said the company was making more money from additional sales “due to its policy of no longer allowing lawn chairs outside”; One slide estimated that the company increased revenue by $7 million by eliminating lawn chairs at 12 venues. Live Nation’s adjusted operating income at large amphitheatres increased 32% between 2022 and 2024, while Live Nation’s smaller or boutique amphitheatres saw a 237.4% increase.

Rapino pushed back on some of the numbers, saying the company “didn’t even come close to that.”

Earlier this week, the head of ticket sales for Live Nation’s venues testified about conversations in 2022; He called his fans “so stupid” for paying high prices for VIP add-ons at concerts and boasted about “robbing them blind”. Rapino said she only became aware of the conversations, which she described as “disgusting”, last week. However, the CEO said the employee had not yet been disciplined.

“We tend to give our employees a break and we don’t lay off easily,” Rapino said.

The case is United States v. Live Nation Entertainment, 24-cv-03973, U.S. District Court, Southern District of New York (Manhattan).

–With help from Mikella Schuettler.

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