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WWE SEC filing reveals executive compensation, new board members

In compliance with SEC regulations, WWE filed a proxy statement Tuesday prior to their impending annual shareholder meeting -- the contents of which revealed last year's compensation for their directors and their board including president and chief revenue officer Nick Khan, Vince McMahon, Stephanie McMahon and Paul Levesque.

Last year, Khan earned $13 million, made up of a prorated base $498,462 salary; $6.8 million in stock; $471,823 in incentives; and $5.19 million in other compensation (signing bonus). His base pay for 2021 will be $1.2 million in addition to $1.9 million in performance incentives.

The bonus is subject to repayment requirements if he leaves "without good reason" or is fired. If that was to happen within the first year, he has to repay all of it; between 12-24 months: $3.1 million; and between 24-36 months: $1.2 million.

He also received a signing bonus of performance-based stock units valued at $15 million. 40% of those PSUs will vest in September 2022 with the other 60% vesting in 2025. Also worked into his contract is that if he is fired without cause in those first five years, he gets the remainder of his yearly base for however many years are left on the deal. He also would be subject to repaying relocation expenses if he leaves on his own or is fired without cause in his first 12 months.

Vince McMahon

  • The chairman earned $3.9+ million in 2020 made up of $1.4 in base salary, $1.63 million in stock awards, $854,000 in incentives, and $20,000 in other compensations. That total is down from 2018's $5.6+ million and 2019's $3.5+ million.
  • As CEO, McMahon's total compensation was a 38-to-1 ratio of the total compensation for the median WWE employee ($102,577). That ratio disclosure is required by the SEC. 
  • McMahon and his immediate family also gets use of the company jet for personal travel when it's not being used for business. However, any costs in doing so are paid for by him so WWE doesn’t have to cover it.
  • He also owns 92.3% of the company's Class B shares.

Paul Levesque

  • Levesque earned $2.38+ million last year with a $730,000 base, $464,778 in stock awards, $222,650 in incentives and just under $1 million in other compensation which was his performance and merchandise contract. The number is down from 2018's $5 million and from 2019's $3.3 million.

Stephanie McMahon

  • McMahon earned $2.8+ million on a $730,000 base, $464,778 in stock, $222,650 in incentives, $775,723 in other compensation for her performer/merchandise contract. The number is slightly up from 2019’s $2.07 million.

Other notes:

  • Shane McMahon has a performer's deal that paid him a minimum of $820,369.
  • Both Connor Schell (former ESPN EVP, co-creator of 30 for 30) and Steve Koonin (CEO of the NBA's Atlanta Hawks and the State Farm Arena) were announced as members of their Board.
  • Of Board members, the highest compensation of cash and stock was Jeff Speed at $236,384 followed by Stuart Goldfarb at $224,516 and Laureen Ong at $208,884.
  • WWE paid CAA $5.8 million last year "for commissions on certain licenses and management recruitment fees." CAA was Khan's old agency where he negotiated the various TV contracts.
  • Investment firm Lindsell Train Limited owns 23% of Class A shares, followed by Vanguard Group and BlackRock that both have significant holdings in WWE.
  • Officers and directors own a combined 41% of both Class A and B shares.
  • Their management incentive plan (MIP) payouts (between 50-100% of salary) are based on a point system on the following personal and company-wide performance metrics: 40% strategic objectives (viewership with a benchmark of certain key TV ratings); 40% for the next iteration of WWE Network (acquiring a domestic network license); 10% for sponsorship business opportunities; and 10% for brand strength measurements (increasing WWE ratings among sports fans). Based on that, funding for those payouts was down to a 5.0 for an overall score, down from 6.7 in 2019 and 8.7 in 2018. That meant there was less money given out to executives for performance bonuses.