SEC Filing – Vince McMahon’s 2015 pay, WWE files new agreement with McMahon, how much control of WWE does McMahon have?

By James Caldwell, PWTorch assistant editor

Vince McMahon

The latest in our series reviewing information from WWE’s annual shareholders meeting announcement …

– WWE CEO Vince McMahon’s annual 2015 pay from his WWE executive position increased 37 percent from 2014 and nearly doubled 2013.

The main driver was a hefty bonus as part of McMahon’s incentive plan compensation that was more than his base salary.

McMahon’s 2015 pay broke down as:

  • $1,239,923 salary as Chairman & CEO
  • $2,050,000 bonus
  • $19,075 additional compensation from WWE’s 401(k) plan and other insurance payments
  • TOTAL WWE EXECUTIVE PAY: $3.308 million (up 37 percent from $2.413 million in 2014)

As part of the increase in pay, WWE and McMahon have agreed to an “amended and restated employment agreement.”

The agreement ends on December 31, 2016, but automatically renews for one-year periods unless “either party gives notice of non-extension at least 180 days prior to the expiration date.”

The new agreement calls for annual salary increases if WWE meets performance goals. In 2016, McMahon’s base salary increased to $1.325 million.

Also included in the agreement are buyout terms “in the event (WWE) terminate Mr. McMahon’s employment.” The severance pay is basically built on paying McMahon two years worth of salary, bonuses, and insurance payments.

– WWE’s executive compensation table lists McMahon’s total 2015 compensation as less than executives Michelle Wilson, George Barrios, and Kevin Dunn because McMahon does not participate in the stock awards program. Wilson, Barrios, and Dunn received big stock awards because of WWE’s 2015 performance, increasing the value of their compensation package.

WWE noted that McMahon “historically has not participated in any equity grants due to his significant stock ownership in the Company.”

Vince’s “significant stock ownership” is listed as 39.27 million shares of Class B McMahon Family stock, or 94.2 percent, making him a near-billionaire depending on the stock price.

Also, Linda McMahon owns 10.3 percent and Stephanie McMahon owns 4.6 percent of the family stock. It does not add up to 100 percent due to the overlap of family members owning the same shares through various trusts.

– Overall, Vince McMahon is the beneficial owner of “approximately 52 percent” of WWE’s outstanding equity. McMahon also has control over 87 percent of the combined voting power of WWE stock.

Right below that item is WWE disclosing the strengths and risks of McMahon having that much control over the company.

The Board believes that the unique blend of creativity, entrepreneurship, and management skills required to act as Chief Executive Officer at the Company would make filling this position extremely difficult. As a practical matter, Mr. McMahon’s combined role as Chairman and Chief Executive Officer reflects the larger reality that as the owner of a majority of the Company’s voting power, management of the Company is within his ultimate control. This notwithstanding, the Board recognizes the critical role it plays in risk oversight and believes that it works well with management to understand and give clear guidance on matters that it considers to pose possible risks to the Company such as entering into new business ventures and other matters disclosed as risk factors in the Company’s Annual Report on Form 10-K.

Mr. McMahon is a seasoned manager who understands what is necessary for the Company to thrive in the dynamic and competitive markets in which we compete. In particular, he has significant expertise in creative matters, television, talent development and live events, each of which is a critical aspect of our business. As our co-founder, Mr. McMahon has decades of experience overseeing all of our revenue streams. He is familiar with every aspect of our business and industry.

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