Want more wrestling news, rumors, and results? Be sure to visit PWInsider.com and PWInsiderXtra.com.
As part of today's SEC filings from WWE, the following information on what top WWE Executives will receive upon the completion of Endeavor's acquisition of the company was publicly disclosed on page 229 - as well as what it would cost the new company if they wished to terminate the same Executives:
Quantification of Potential Transaction-Related Payments to WWE Named Executive Officers
The following table sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for WWE’s named executive officers based on the Transactions, including the merger, assuming:
| • |
that the Transactions are completed, and each such named executive officer experiences a qualifying termination, on July 1, 2023 (which is the assumed date solely for purposes of this golden parachute compensation disclosure); |
| • |
the relevant price per share of WWE Class A common stock is $100.44, which is the average closing stock price for the first five business days following April 3, 2023 (the date of the announcement of the Transactions); and |
| • |
each named executive officer’s base salary rate, annual target bonus and outstanding WWE equity awards remain unchanged from those in effect as of the date of this information statement/prospectus. |
As a result of the foregoing assumptions and the assumptions included in the footnotes below, the actual amounts, if any, to be received by WWE’s named executive officers based on the Transactions may differ materially from the amounts set forth in the table below. The amounts below do not reflect certain compensation actions that may occur after the date hereof and before completion of the Transactions, including the merger. The calculations in the table below do not include amounts that the WWE named executive officers were already entitled to receive or vested in as of the date hereof. In addition, these amounts do not attempt to forecast any additional equity or cash award grants, issuances or forfeitures that may occur, prior to the effective time, except as discussed in the narrative above.
|
Named Executive Officer |
Cash ($)(1) |
Equity ($)(2) |
Benefits ($)(3) |
Total ($) |
||||||||||||
|
Vincent K. McMahon |
7,647,123 | 8,340,839 | 39,808 | 16,027,770 | ||||||||||||
|
Nick Khan |
24,558,904 | 47,421,842 | 42,705 | 72,023,451 | ||||||||||||
|
Stephanie McMahon(4) |
— | — | — | — | ||||||||||||
|
Paul Levesque |
8,148,767 | 17,445,323 | 31,905 | 25,625,995 | ||||||||||||
|
Frank A. Riddick III |
8,798,373 | 11,290,963 | 27,889 | 20,117,225 | ||||||||||||
|
Kevin Dunn |
8,697,948 | 23,153,931 | 28,179 | 31,880,058 | ||||||||||||
|
Suzette Ramirez-Carr |
1,306,301 | 2,026,377 | 23,472 | 3,356,150 | ||||||||||||
| (1) |
Cash. Represents each named executive officer’s cash severance benefits and Sale Bonus, as applicable. The entirety of the Sale Bonus payable by WWE to each of Messrs. Khan, Levesque and Dunn is a “single-trigger” payment. Sixty percent (60%) of the Sale Bonus payable to Mr. Riddick is a “single-trigger” payment and the remaining forty percent (40%) is a “double-trigger” payment. The cash severance payments are “double-trigger” payments payable in the event the named executive officer experiences a qualifying termination, as set forth below: |
|
Named Executive Officer |
Salary Component ($)(a) |
Bonus Component ($)(b) |
Prorated Bonus Component ($)(c) |
Sale Bonus ($)(d) |
Total ($) |
|||||||||||||||
|
Vincent K. McMahon |
2,400,000 | 4,200,000 | 1,047,123 | — | 7,647,123 | |||||||||||||||
|
Nick Khan |
3,000,000 | 5,250,000 | 1,308,904 | 15,000,000 | 24,558,904 | |||||||||||||||
|
Stephanie McMahon |
— | — | — | — | — | |||||||||||||||
|
Paul Levesque |
1,350,000 | 1,350,000 | 448,767 | 5,000,000 | 8,148,767 | |||||||||||||||
|
Frank A. Riddick III |
1,425,000 | 1,781,250 | 592,123 | 5,000,000 | 8,798,373 | |||||||||||||||
|
Kevin Dunn |
1,133,000 | — | 564,948 | 7,000,000 | 8,697,948 | |||||||||||||||
|
Suzette Ramirez-Carr |
746,750 | 373,375 | 186,176 | — | 1,306,301 | |||||||||||||||
| (a) |
Under the applicable agreement with WWE, in the event of a qualifying termination, the named executive officers, other than Ms. McMahon and Mr. Dunn, are entitled to receive a lump-sum cash payment in the amount of (i) 2x base salary for Messrs. McMahon and Khan, (ii) 1.5x base salary for Messrs. Riddick and Levesque and (iii) 1x base salary for Ms. Ramirez-Carr. Under WWE’s severance policy, Mr. Dunn is entitled to receive 12 months of base salary continuation. As of the date of this information statement/prospectus, Ms. McMahon is not party to any contractual arrangement with WWE pursuant to which she could receive cash or severance payments and benefits in connection with a qualifying termination. |
| (b) |
Under the applicable agreement with WWE, the named executive officers, other than Ms. McMahon and Mr. Dunn, are entitled to receive a lump-sum cash payment in the amount of (i) 2x target bonus for Messrs. McMahon and Khan, (ii) 1.5x target bonus for Messrs. Riddick and Levesque and (iii) 1x target bonus for Ms. Ramirez-Carr. |
| (c) |
Under the applicable agreement with WWE, the named executive officers, other than Ms. McMahon and Mr. Dunn, are entitled to receive a lump-sum cash payment equal to the actual annual bonus for the year of termination, prorated based on days elapsed in the year and payable in accordance with WWE’s standard practices regarding annual bonus payments. Under WWE’s severance policy, Mr. Dunn is entitled to receive the same prorated bonus amount. For purposes of this table, the prorated bonus amounts are based upon achievement of target-level performance. |
| (d) |
For Messrs. Khan, Levesque and Dunn, 100% of their Sale Bonuses are payable in a lump-sum as soon as practicable following the Closing, subject to their continuous employment through the closing date. For Mr. Riddick, 60% of his Sale Bonus is payable in a lump-sum as soon as practicable following the Closing and 40% of his Sale Bonus is payable in a lump-sum as soon as practicable following the six-month anniversary of the Closing, subject to his continuous employment through each such date. Notwithstanding the foregoing, if Messrs. Khan, Riddick, Levesque or Dunn incurs a qualifying termination prior to the payment date(s) described above, the unpaid portion of his respective Sale Bonus shall vest and become payable as of the date of termination. |
| (2) |
Equity. As described above under the section entitled “—Treatment of WWE Equity Awards,” the vesting of unvested WWE RSUs and WWE PSUs will not accelerate solely as a result of the completion of the Transactions, including the merger. Instead, such figures represent the estimated value of unvested WWE RSUs and WWE PSUs, including any dividend equivalent rights granted with respect thereof, which would accelerate and vest, with WWE PSUs vesting at target performance, in the event the named executive officer experiences a qualifying termination (i.e., “double-trigger”), as set forth below: |
|
Named Executive Officer |
Value of WWE RSUs ($) |
Value of WWE PSUs ($) |
Total ($) |
|||||||||
|
Vincent K. McMahon |
5,213,037 | 3,127,802 | 8,340,839 | |||||||||
|
Nick Khan |
6,516,246 | 40,905,596 | 47,421,842 | |||||||||
|
Stephanie McMahon |
— | — | — | |||||||||
|
Paul Levesque |
1,942,409 | 15,502,914 | 17,445,323 | |||||||||
|
Frank A. Riddick III |
7,212,898 | 4,078,065 | 11,290,963 | |||||||||
|
Kevin Dunn |
12,630,933 | 10,522,998 | 23,153,931 | |||||||||
|
Suzette Ramirez-Carr |
1,591,271 | 435,106 | 2,026,377 | |||||||||
| (3) |
Benefits. Under the applicable arrangement with WWE, represents the estimated value of COBRA continuation coverage for (i) 24 months, in the case of Messrs. McMahon and Khan, (ii) 18 months, in the case of Messrs. Riddick and Levesque and (iii) 12 months, in the case of Mr. Dunn and Ms. Ramirez-Carr. Such benefits are “double-trigger.” |
| (4) |
Ms. McMahon. Ms. McMahon formerly served as WWE’s Co-Chief Executive Officer through January 10, 2023 and is not a current employee of WWE. She does not hold any outstanding WWE equity awards and is no longer party to arrangements pursuant to which she could receive cash or severance payments and benefits in connection with the Transactions, including the merger. |
If you enjoy PWInsider.com you can check out the AD-FREE PWInsider Elite section, which features exclusive audio updates, news, our critically acclaimed podcasts, interviews and more by clicking here!
Bang On Casino
