Vince McMahon is officially an employee of WWE once again.
A new WWE SEC filing shows that McMahon entered into an employment agreement on Thursday, March 29. He will continue to serve as Executive Chairman of the Board for two years, retroactive to January 9 of this year.
Under the new employment agreement, McMahon will earn $1.2 million annually, with a target bonus of 175%, and an annual stock grant, subject to performance metrics and vesting periods, valued at $4.3 million. Vince will also be eligible for a severance package if WWE terminates the agreement without “cause” or if he terminates it for “good reason.”
McMahon new deal is for two years, but the Board seat will automatically renew for one year unless either McMahon or WWE provides at least 180 days notice.
The SEC filing also shows that WWE CEO Nick Khan received a significant raise. Khan’s annual base pay is increasing from $1.35 million to $1.5 million, while his annual target bonus opportunity is increasing from 160% to 175%. Khan’s annual stock grant, which is subject to performance metrics, is increasing from $3.575 million to $5.375 million.
Today’s filing coincides with a late Thursday filing on how McMahon and Khan both received stock awards. McMahon received 51,902 units of Class A Common Stock, worth around $4.703 million. Khan received 64,877 shares of Class A Common Stock, worth around $5.879 million.
McMahon’s new employment agreement gives him full fights to his intellectual property and life story, including his name and likeness. You can read his full employment agreement at this link.
The filing includes the following:
On March 28, 2023, in connection with Nick Khan’s transition to being the sole Chief Executive Officer of the Company following the departure of Stephanie McMahon, and the appointment of Vincent McMahon as the Company’s Executive Chairman, the Compensation & Human Capital Committee (the “Committee”) of World Wrestling Entertainment, Inc. (the “Company”) approved an amendment to Mr. Khan’s employment agreement with the Company and a new employment agreement with Mr. McMahon following a review of market data with the input of its independent compensation consultant and legal counsel.
Mr. Khan entered into an employment agreement amendment with the Company, effective as of March 29, 2023 (the “Khan Amendment”), pursuant to which, retroactive to January 10, 2023 (the date Mr. Khan was appointed the sole Chief Executive Officer of the Company), Mr. Khan’s (i) annual base salary increased from $1.35 million to $1.5 million; (ii) annual target bonus opportunity (as a percentage of annual base salary) increased from 160% to 175%; and (iii) annual equity grant date target value increased from $3.575 million to $5.375 million, subject to performance metrics and vesting periods (as determined by the Committee). These changes are being made in connection with certain changes to narrow the definition of “change of control” and “good reason” in Mr. Khan’s employment agreement.
Mr. McMahon entered into an employment agreement with the Company, effective as of March 29, 2023 (the “McMahon Employment Agreement”), pursuant to which, retroactive to January 9, 2023 (the date Mr. McMahon was appointed Executive Chairman of the Company), he will continue to serve as Executive Chairman for a term of two years from his start date of January 9, 2023, subject to automatic extension for additional one-year terms thereafter unless either the Company or Mr. McMahon provides at least 180 days’ notice of non-renewal. The McMahon Employment Agreement provides that Mr. McMahon will receive (i) an annual base salary of $1.2 million, (ii) an annual target bonus opportunity (as a percentage of annual base salary) of 175% and (iii) an annual equity grant date target value set at $4.3 million, subject to performance metrics and vesting periods (as determined by the Committee). In the event the Company terminates his employment without “cause” (as defined in McMahon Employment Agreement) or he terminates his employment for “good reason” (as defined in the McMahon Employment Agreement), Mr. McMahon will be eligible to receive as severance (a) base salary continuation through the end of the term (or, if longer, for one year), (b) a prorated portion of the annual bonus based on target performance for the year in which the termination occurs and (c) health and welfare continuation through the end of the term in accordance with the Company’s severance policy. In the event such a termination occurs within the two-year period following a “change in control” (as defined in the McMahon Employment Agreement), Mr. McMahon will instead be eligible to receive (1) a lump sum cash payment equal to two times Mr. McMahon’s then-current base salary, (2) a lump sum cash payment equal to two times Mr. McMahon’s annual bonus based on target performance, (3) a prorated portion of the annual bonus based on target performance for the year in which the termination occurs, (4) full accelerated vesting of Mr. McMahon’s unvested equity awards (with the payout of performance-based awards determined based on target-level achievement) and (5) health and welfare continuation for the twenty-four month period following the termination.
As disclosed in our annual proxy statements, the annual target bonus opportunity is a target opportunity only and the actual bonus paid may be above or below such amount based on, among other factors, the Company’s performance taking into account performance metrics established by the Committee. For annual equity grants, the Company’s current practice is to value grants at an average of the closing price of the Company’s Class A Common Stock on the New York Stock Exchange over the thirty trading days immediately preceding the grant date; however, the 2023 grants for Messrs. Khan and McMahon are instead valued over the thirty trading days immediately preceding February 7, 2023 (the date on which 2023 annual equity awards were granted to our other named executive officers).
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