DEF 14A of Atlanta Braves Holdings, Inc.
Filed Apr 25, 2024 · FY20230001104659-24-051319
OUR DIRECTOR NOMINEE
OUR DIRECTOR NOMINEE
OUR DIRECTOR NOMINEE
| | BRIAN M. DEEVY | | | | Director Since: 2023 | Committee(s): Audit (Chair), Nominating and Corporate Governance, Compensation | | | Independent Director | | | | Mr. Deevy brings to our Board in-depth knowledge of the communications, media and entertainment industries. He has an extensive background in mergers and acquisitions, investment banking and capital formation and provides strategic insights with respect to our company’s activities in these areas. | |
NOMINEE FOR ELECTION AS DIRECTOR
NOMINEE FOR ELECTION AS DIRECTOR
NOMINEE FOR ELECTION AS DIRECTOR
| | Brian M. Deevy | Director Since: July 2023 Age: 69 Committees: Audit (Chair); Compensation; Nominating and Corporate Governance Independent Director |
NOMINEE FOR ELECTION AS DIRECTOR
Mr. Deevy brings to our Board in-depth knowledge of the communications, media and entertainment industries. He has an extensive background in mergers and acquisitions, investment banking and capital formation and provides strategic insights with respect to our company’s activities in these areas.
NOMINEE FOR ELECTION AS DIRECTOR
| Professional Background: • Head of RBC CME Group until June 2015 • Responsible for strategic development of the RBC CME Group’s business (including mergers & acquisitions, private equity and debt capital formation and financial advisory engagements) • Chairman and Chief Executive Officer of Daniels & Associates (investment banking firm that provided financial advisory services to the communications industry until it was acquired by RBC in 2007) • Prior to joining Daniels & Associates, RBC Daniels’ predecessor, was with Continental Illinois National Bank • Director of the Daniels Fund (2003 – present) • Director of the U.S. Olympic and Paralympic Foundation (2016 – present) | Public Company Directorships: • Liberty Media (June 2015 – present) Non-Liberty Public Company Directorships: None Former Public Company Directorships: • Trine II Acquisition Corp.(November 2021 – May 2023) • Ascent Capital Group, Inc. (November 2013 – May 2016) • Ticketmaster Entertainment, Inc. (August 2008 – January 2010) |
DIRECTORS WHOSE TERM EXPIRES IN 2025
DIRECTORS WHOSE TERM EXPIRES IN 2025
DIRECTORS WHOSE TERM EXPIRES IN 2025
| | Diana M. Murphy | Director Since: July 2023 Age: 67 Committees: Nominating and Corporate Governance (Chair), Audit, Compensation Independent Director |
DIRECTORS WHOSE TERM EXPIRES IN 2025
Ms. Murphy brings to our Board extensive experience in leadership roles on boards of publicly traded, private and non-profit organizations. Her business acumen and expertise in strategic planning, management development and risk management adds important perspective and experience to our Board.
DIRECTORS WHOSE TERM EXPIRES IN 2025
| Professional Background: • Managing Director of Rocksolid Holdings, LLC since 2007 • Previously held various management positions at Tribune Media Company from 1979 until 1992, including as Senior Vice President, and at The Baltimore Sun Company from 1992 to 1995 • Managing Director of Chartwell Capital Management, Inc. from 1997 until 2007 • Managing Director of the Georgia Research Alliance Venture Fund from 2012 until 2016 • President of the United States Golf Association from 2016 until 2018 | Public Company Directorships: • Non-Executive Chairman of Landstar System, Inc. (1998 – present) • Director of Synovus Financial Corp. (2017 – present) • Director of American International Group, Inc. (March 2023 – present) Former Public Company Directorships: • Director of CTS Corporation from (2010 – 2020) |
DIRECTORS WHOSE TERM EXPIRES IN 2025
| | Terence McGuirk | General Manager Director Since: July 2023 Age: 72 Committees: Executive |
DIRECTORS WHOSE TERM EXPIRES IN 2025
As Chairman and Chief Executive Officer of the Braves, Mr. McGuirk maintains executive oversight over all aspects of the Braves franchise and Battery. His in-depth experience with the Braves franchise, involvement with MLB and prior experience in the broadcasting sector provides our company and our Board with valuable insight.
DIRECTORS WHOSE TERM EXPIRES IN 2025
| Professional Background: • Chairman of the Braves since 2007 • Chairman and Chief Executive Officer of the Braves since 2014 • Chairman of Braves Development Company, LLC since 2014 • Chairman and Chief Executive Officer of TBS from 1996 until 2001 • Vice Chairman of TBS and Chief Executive Officer of the TBS-owned Atlanta sports teams, including the Braves, the National Basketball Association Hawks and the National Hockey League Thrashers from March 2001 until December 2003 • Ex officio member of the MLB Executive Council, Chairman of the MLB Committee on Economic Reform and member of MLB’s Ownership Committee and Finance and Compensation Committee | Public Company Directorships: None Former Public Company Directorships: None |
DIRECTORS WHOSE TERM EXPIRES IN 2026
DIRECTORS WHOSE TERM EXPIRES IN 2026
DIRECTORS WHOSE TERM EXPIRES IN 2026
| | Gregory B. Maffei | Chairman of the Board, President and Chief Executive Officer Director Since: December 2022; Chairman since July 2023 Age: 63 Committees: Executive |
DIRECTORS WHOSE TERM EXPIRES IN 2026
Mr. Maffei brings to our Board significant financial and operational experience based on his senior policy making positions at our company, Liberty Media, Qurate Retail, Liberty TripAdvisor and Liberty Broadband, and his previous executive positions at GCI Liberty, Oracle, 360networks and Microsoft, as well as his public company board experience. He provides our Board with executive leadership perspective on the strategic planning for, and operations and management of, large public companies and risk management principles.
DIRECTORS WHOSE TERM EXPIRES IN 2026
| Professional Background: • • President and Chief Executive Officer of our company since December 2022; Chairman of the Board of our company since July 2023 • President and Chief Executive Officer of Liberty Media since May 2007 • President and Chief Executive Officer of Liberty Broadband since June 2014 • President and Chief Executive Officer of Liberty TripAdvisor since July 2013 • President and Chief Executive Officer of GCI Liberty from March 2018 until its combination with Liberty Broadband in December 2020 • President and Chief Executive Officer of LMAC from November 2020 until its liquidation and dissolution in December 2022 • President and Chief Executive Officer of Qurate Retail from February 2006 to March 2018, having served as its CEO-Elect from November 2005 through February 2006; Chairman of the Board of Qurate Retail since March 2018 • Previously President and Chief Financial Officer of Oracle, Chairman, President and Chief Executive Officer of 360networks, and Chief Financial Officer of Microsoft | Public Company Directorships: • Liberty Media (May 2007 – present) • Sirius XM (March 2009 – present; Chairman of the Board, April 2013 – present) • Live Nation (February 2011 – present; Chairman of the Board, March 2013 – present) • Qurate Retail (November 2005 – present; Chairman of the Board, March 2018 – present) • Liberty TripAdvisor (July 2013 – present; Chairman of the Board, June 2015 – present) • Tripadvisor (Chairman of the Board, February 2013 – present) • Liberty Broadband (June 2014 – present) • Charter (May 2013 – present) Non-Liberty Public Company Directorships: • Zillow (February 2015 – present) Former Public Company Directorships: • LMAC (November 2020 – December 2022; Chairman of the Board, April 2021 – December 2022) • GCI Liberty (March 2018 – December 2020) • Zillow, Inc. (Zillow’s predecessor) (May 2005 – February 2015) • DIRECTV and predecessors (February 2008 – June 2010) • Electronic Arts, Inc. (June 2003 – July 2013) • Barnes & Noble, Inc. (September 2011 – April 2014) • STARZ (Chairman of the Board, January 2013 – December 2016) • Pandora Media, Inc. (September 2017 – February 2019) |
DIRECTORS WHOSE TERM EXPIRES IN 2026
| | Wonya Y. Lucas | Director Since: July 2023 Age: 63 Committees: Compensation (Chair), Audit; Nominating and Corporate Governance Independent Director |
DIRECTORS WHOSE TERM EXPIRES IN 2026
Ms. Lucas brings to our Board significant experience in the broadcasting industry, having an extensive background in programming, content development and brand management. Her professional expertise, combined with her continued involvement in the media and entertainment industry, makes her a valuable member of our Board.
DIRECTORS WHOSE TERM EXPIRES IN 2026
| Professional Background: • President and Chief Executive Officer of Hallmark Media (formerly Crown Media Holding) from July 2020 until December 2023 • President and Chief Executive Officer of Public Broadcasting Atlanta from April 2015 until August 2020 • President of Lucas Strategic Consultants LLC from 2013 until 2015 • President and Chief Executive Officer of TV One from 2011 until 2013 • Executive Vice President and Chief Operating Officer, Discovery Channel and Science Channel, of Discovery Communications, Inc. from 2010 until 2011 • Executive Vice President and Global Chief Marketing Officer of Discovery Communications, Inc. from 2008 until 2010 • Executive Vice President, General Manager of The Weather Channel Companies from 2004 until 2008 • Executive Vice President, Strategic Marketing of The Weather Channel Companies from 2002 until 2004 • TBS from 1994 until 2002, where she served in a variety of marketing and strategy roles • Vice Chair of National Public Radio from May 2017 until August 2020 | Public Company Directorships: • Comcast Corporation (April 2024 – present) Former Public Company Directorships: • E.W. Scripps Company (May 2019 – May 2022) • J.C. Penney Company, Inc. from (August 2017 – July 2020) |
DIRECTOR COMPENSATION TABLE
DIRECTOR COMPENSATION TABLE The following table sets forth information concerning the compensation of our nonemployee directors for 2023.
DIRECTOR COMPENSATION TABLE
| Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | Option Awards ($)(2)(4) | All Other Compensation ($) | Total ($) | | Brian M. Deevy | 65,728 | 76,153 | 76,192 | — | 218,072 | | Wonya Y. Lucas | 63,462 | 130,942 | 21,399 | — | 215,803 | | Diana M. Murphy | 63,462 | 76,153 | 76,192 | — | 215,806 |
DIRECTOR COMPENSATION TABLE
(1) Gregory B. Maffei and Terence McGuirk, each of whom served as a director of our company in 2023 and were a named executive officer, received no compensation for serving as a director of our company during 2023. (2) As of December 31, 2023, our then-serving directors (other than Messrs. Maffei and McGuirk, whose equity awards are listed in the “Outstanding Equity Awards at Fiscal Year-End” table below) held the following equity awards:
DIRECTOR COMPENSATION TABLE
| | Brian M. Deevy | Wonya Y. Lucas | Diana M. Murphy | | Options (#) | | | | | BATRK | 8,063 | 1,510 | 5,210 | | RSUs (#) | | | | | BATRK | 1,462 | 2,925 | 1,462 |
DIRECTOR COMPENSATION TABLE
(3) Reflects the grant date fair value of RSUs awarded, which has been computed based on the closing price of BATRK shares on the grant date in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 718 (ASC Topic 718), but (pursuant to SEC regulations) without reduction for estimated forfeitures. The aggregate grant date fair value of the stock option awards has been computed in accordance with FASB ASC Topic 718, but (pursuant to SEC regulations) without reduction for estimated forfeitures. For a description of the assumptions applied in these calculations, see Note 11 to our consolidated financial statements for the year ended December 31, 2023 (which are included in our 2023 Form 10-K). We are asking our stockholders to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2024. Even if the selection of KPMG LLP is ratified, the audit committee of our Board of Directors in its discretion may direct the appointment of a different independent accounting firm at any time during the year if our audit committee determines that such a change would be advisable. In the event our stockholders fail to ratify the selection of KPMG LLP, our audit committee will consider it as a direction to select other auditors for the year ending December 31, 2024. A representative of KPMG LLP is expected to be available to answer appropriate questions at the annual meeting and will have the opportunity to make a statement if he or she so desires.
SERVICES AGREEMENT
SERVICES AGREEMENT In connection with the Split-Off, we entered into the services agreement (the services agreement) with Liberty Media in July 2023, pursuant to which Liberty Media provides to our company certain administrative and management services, and we pay Liberty Media a monthly management fee, the amount of which is subject to a quarterly review by our audit committee (and at least an annual review by our compensation committee). As a result, Liberty Media employees, including our named executive officers who are Liberty Media employees other than Mr. Maffei, who is paid certain compensation elements directly by our company (as described below), are typically not separately compensated by our company other than with respect to equity awards with respect to our common stock and with respect to performance-based cash bonuses. Mr. McGuirk is not a Liberty Media employee and his compensation is paid directly by Braves Holdings, LLC. See “—Elements of 2023 Executive Compensation—Equity Incentive Compensation” and “—Elements of 2023 Executive Compensation— 2023 Performance-Based Bonuses” below for information concerning the equity awards granted to and performance-based cash bonuses paid to our named executive officers, other than Mr. McGuirk, in 2023. Under the services agreement, our company, beginning in 2024, will establish, and pay or grant directly to Mr. Maffei, our allocable portion of his annual performance-based cash bonus and his annual equity-based awards. We will continue to reimburse Liberty Media for our allocable portion of the other components of Mr. Maffei’s compensation, which are described in more detail below in “—Executive Compensation Arrangements—Gregory B. Maffei—2019 Maffei Employment Agreement.” Under the 2019 Maffei Employment Agreement, Mr. Maffei’s compensation was allocated across Liberty Media, and each of Liberty Broadband, Qurate Retail, Liberty TripAdvisor and, following the Split-Off, our company (each a Service Company, or, collectively, the Service Companies) based on two factors, each weighted 50%: (i) the relative market capitalization of each series of stock of each company and (ii) the average of (a) the percentage allocation of time for all Liberty Media employees across all companies and (b) Mr. Maffei’s percentage allocation of time across all companies, unless a different allocation method is agreed. Following the Split-Off, our allocable portion of Mr. Maffei’s annual compensation was 7% in 2023. The salary, certain perquisite information and other compensation elements of Mr. Maffei that were not paid or granted directly by our company included in the “Summary Compensation Table” below include the portion of his compensation allocable to our company and for which we reimbursed Liberty Media and do not include the portion of his compensation allocable to Liberty Media or any of the other Service Companies. For the year ended December 31, 2023, we accrued management fees payable to Liberty Media under the services agreement of $5.7 million, not including the portion of Mr. Maffei’s compensation allocable to our company and for which we reimbursed Liberty Media.
ELEMENTS OF 2023 EXECUTIVE COMPENSATION
ELEMENTS OF 2023 EXECUTIVE COMPENSATION For 2023, the principal components of compensation for the named executive officers were: • in the case of Mr. Maffei, base salary and perquisites and other limited personal benefits; • in the case of Mr. McGuirk, base salary, a bi-annual bonus and perquisites and other limited personal benefits; • in the case of Messrs. Maffei, Wendling, Rosenthaler and Ms. Wilm, a performance-based bonus, payable in cash (which was granted by Liberty Media prior to the Split-Off, a portion of which was assumed by our company in connection with the Split-Off); in the case of Messrs. McGuirk and Wendling and Ms. Wilm, time-vested stock options and time-based restricted stock units; in the case of Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm, performance-based restricted stock units (which were granted by Liberty Media prior to the Split-Off, a portion of which were assumed by our company in connection with the Split-Off).
2023 PERFORMANCE-BASED BONUSES
2023 PERFORMANCE-BASED BONUSES Overview. For 2023, the compensation committees of Liberty Media, Liberty Broadband, Qurate Retail and Liberty TripAdvisor (prior to the Split-Off) adopted an annual, performance-based bonus program for each of Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm. The 2023 bonus program was comprised of two components: a bonus amount payable based on each participant’s individual performance (the Individual Performance Bonus) and a bonus amount payable based on the corporate performance of Liberty Media, Liberty Broadband, Qurate Retail and Liberty TripAdvisor (the Corporate Performance Bonus).
2023 PERFORMANCE-BASED BONUSES
| Individual Performance Bonus (60% weighting) | | Corporate Performance Bonus (40% weighting) | | • Based on each of Messrs. Maffei’s, Wendling’s and Rosenthaler’s and Ms. Wilm’s personal, department and corporate related goals • Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm each provided a self-evaluation of their achievements, and in the case of Messrs. Wendling and Rosenthaler and Ms. Wilm, Mr. Maffei also provided an evaluation • Compensation committee reviewed goals, evaluations and achievements before approving a specific payout for each of Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm | | • 30% based on consolidated financial results of all subsidiaries and major investments within Liberty Media, Liberty Broadband, Qurate Retail and Liberty TripAdvisor ◦ 10% based on consolidated revenue results ◦ 10% based on consolidated adjusted OIBDA results ◦ 10% based on consolidated free cash flow results • 10% based on corporate level achievements such as merger and acquisition activity, investments, financings, sustainability initiatives, SEC/audit compliance, litigation management and tax compliance |
2023 PERFORMANCE-BASED BONUSES
Pursuant to the 2019 Maffei Employment Agreement, Mr. Maffei was assigned a target bonus opportunity under the performance-based bonus program equal to $17 million in the aggregate for Liberty Media, and each of the other Service Companies. For 2023, that bonus amount was split among, and payable directly by, Liberty Media, Liberty Broadband, Qurate Retail and Liberty TripAdvisor, with payment subject to the achievement of one or more performance metrics as determined by the applicable company’s compensation committee. The portions of Mr. Maffei’s aggregate target bonus amount allocated to each of Liberty Media, Liberty Broadband, Qurate Retail and Liberty TripAdvisor pursuant to the amended services agreements were 61% (or $10,370,000), 23% (or $3,910,000), 11% (or $1,870,000) and 5% (or $850,000), respectively. Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm were assigned in March 2023 a maximum bonus opportunity under the performance-based bonus program, which would be allocated to each of Liberty Media, Liberty Broadband, Qurate Retail and Liberty TripAdvisor in the same percentage as the allocation for Mr. Maffei’s target bonus opportunity (the Maximum Performance Bonus). The portion of the Maximum Performance Bonus allocated to Liberty Media, Liberty Broadband, Qurate Retail and Liberty TripAdvisor were up to 200% of Mr. Maffei’s target annual bonus allocated to each company under the 2019 Maffei Employment Agreement, and each company’s allocable portion of up to 200% of base pay for each of Messrs. Wendling and Rosenthaler and Ms. Wilm. The portion of the Maximum Performance Bonus allocated to Liberty Media, Liberty Broadband, Qurate Retail and Liberty TripAdvisor was $20,740,000, $7,820,000, $3,740,000 and $1,700,000, respectively, for Mr. Maffei, $794,133, $299,427, $143,204 and $65,093, respectively, for Mr. Wendling, $1,452,945, $547,832, $262,007 and $119,094, respectively, for Mr. Rosenthaler and $1,467,327, $553,254, $264,600 and $120,273, respectively, for Ms. Wilm. Following the Split-Off in July 2023, a portion of Mr. Maffei’s aggregate target bonus amount and Messrs. Maffei’s, Wendling’s and Rosenthaler’s and Ms. Wilm’s Maximum Performance Bonus previously allocated to Liberty Media was reallocated to our company (the latter, the ABH Maximum Performance Bonus). Following such reallocation, the portion of Mr. Maffei’s aggregate target bonus amount allocated to each of Liberty Media and our company was 54% (or $9,180,000) and 7% (or $1,190,000), respectively, and the portion of the Maximum Performance Bonus allocated to each of Liberty Media and ABH was $18,360,000 and $2,380,000, respectively, for Mr. Maffei, $703,003 and $91,130, respectively, for Mr. Wendling, $1,286,214 and $166,731, respectively, for Mr. Rosenthaler and $1,298,945 and $168,382, respectively, for Ms. Wilm. The portions of Mr. Maffei’s aggregate target bonus amount and Messrs. Maffei’s, Wendling’s and Rosenthaler’s and Ms. Wilm’s Maximum Performance Bonus allocated to each of Liberty Broadband, Qurate Retail and Liberty TripAdvisor remained the same. Each participant was entitled to receive from our company an amount (the ABH Maximum Individual Bonus) equal to 60% of the ABH Maximum Performance Bonus for that participant. The ABH Maximum Individual Bonus was subject to reduction based on a determination of the participant’s achievement of qualitative criteria established with respect to the services to be performed by the participant on behalf of our company. Under the corollary program of Liberty Media and the corollary programs of the other Service Companies, each participant was entitled to receive from each of Liberty Media and the other Service Companies a maximum individual bonus equal to 60% of his or her Maximum Performance Bonus allocable to Liberty Media and each other Service Company, subject to reduction based on a determination of the participant’s achievement of qualitative criteria established with respect to the services to be performed by the participant on behalf of Liberty Media and the other Service Companies. Our compensation committee believes this construct was appropriate in light of the service agreement and the fact that each participant splits his or her professional time and duties. Each participant was entitled to receive from our company an amount (the ABH Maximum Corporate Bonus) equal to 40% of his or her ABH Maximum Performance Bonus, subject to reduction based on a determination of the consolidated corporate performance of our company, Liberty Media and the other Service Companies. Under the corollary program of Liberty Media and the corollary programs of the other Service Companies, each participant was entitled to receive from each of Liberty Media and the other Service Companies a bonus that is 40% of each of Liberty Media’s and the other Service Companies’ allocable portion of the Maximum Performance Bonus, which was subject to reduction based on a determination of the consolidated corporate performance of our company, Liberty Media and the other Service Companies. In December 2023, our compensation committee and the compensation committees of Liberty Media and each other Service Company reviewed contemporaneously Messrs. Maffei’s, Wendling’s Rosenthaler’s and Ms. Wilm’s individual performance and consolidated corporate performance under each company’s program. Notwithstanding this joint effort, our compensation committee retained sole and exclusive discretion with respect to the approval of award terms and amounts payable under our bonus program. Individual Performance Bonus. Our compensation committee reviewed the individual performance of each participant with respect to the goals that had been established by Liberty Media prior to the Split-Off (which are described in the “Compensation Discussion and Analysis—Elements of 2023 Executive Compensation—2023 Performance-Based Bonuses” section of Liberty Media’s Definitive Proxy Statement on Schedule 14A with respect to its 2024 annual meeting of stockholders) to determine the reductions that would apply to each participant’s ABH Maximum Individual Bonus. Our compensation committee took into account a variety of factors, without assigning a numerical weight to any single performance measure. This determination was based on reports to our Board, the observations of committee members throughout the year, executive self-evaluations and, with respect to the participants other than Mr. Maffei, the observations and input of Mr. Maffei. Following a review of the participants’ performance and a review of the time allocated to matters for our company, our compensation committee determined to pay each participant the following portion of his or her ABH Maximum Individual Bonus:
2023 PERFORMANCE-BASED BONUSES
| Name | ABH Maximum Individual Bonus | Percentage Payable | Aggregate Dollar Amount | | Gregory B. Maffei | $1,428,000 | 87.50% | $1,249,500 | | Brian J. Wendling | $54,678 | 81.25% | $44,426 | | Albert E. Rosenthaler | $100,039 | 81.25% | $81,282 | | Renee L. Wilm | $101,029 | 93.75% | $94,715 |
2023 PERFORMANCE-BASED BONUSES
Corporate Performance Bonus. Our compensation committee then made a determination as to the portion, if any, that would be payable to each participant for his or her ABH Maximum Corporate Bonus, a portion of which is attributable to consolidated financial measures of the Operating Companies (as defined below) as a group and a portion of which is attributable to corporate-level achievements. In making this determination, our compensation committee reviewed forecasts of 2023 adjusted OIBDA (as defined below), revenue and free cash flow (financial measures) for QVC, HSN, Inc., Cornerstone Brands, Inc., Sirius XM, Braves Holdings, LLC, Formula 1, GCI Holdings, LLC and proportionate shares of Live Nation, Charter and TripAdvisor (collectively, the Operating Companies), all of which forecasts were prepared in December 2023 and are set forth in the table below. Also set forth in the table below are the corresponding actual financial measures achieved for 2023, which deviated from our forecasts as indicated below. Although forecasted revenue, adjusted OIBDA and free cash flow deviated from the actual result, none of the deviations would have materially affected the amounts paid under the corporate performance bonus portion of the program. For purposes of the bonus program, adjusted OIBDA is defined as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, transaction related costs (including acquisition, restructuring, integration, and advisory fees), impairments and fire related costs. Sirius XM, Live Nation Entertainment, Inc., Charter, and Tripadvisor do not report adjusted OIBDA information. As a result, in order to determine their financial results, we used the most similar non-GAAP measures reported by each of these companies. We used adjusted EBITDA as reported by Sirius XM, Charter, and Tripadvisor and Adjusted Operating Income (AOI), as reported by Live Nation. For a definition of adjusted EBITDA as defined by Sirius XM, see Sirius XM’s Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 1, 2024. For a definition of adjusted EBITDA as defined by Charter, see Charter’s Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 2, 2024. For a definition of adjusted EBITDA as defined by Tripadvisor, see Tripadvisor’s Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 16, 2024. For a definition of AOI as defined by Live Nation, see Live Nation’s Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 22, 2024.
2023 PERFORMANCE-BASED BONUSES
| | (dollar amounts in millions) | | | | | 2023 Forecast | 2023 Actual | Actual / Forecast | | Revenue(1) | $48,283 | $48,641 | 0.7% | | Adjusted OIBDA(1) | $12,498 | $12,498 | 0.0% | | Free Cash Flow(1)(2) | $4,103 | $4,340 | 5.8% |
2023 PERFORMANCE-BASED BONUSES
(1) Revenue, adjusted OIBDA and Free Cash Flow amounts represent the consolidated summation of the Operating Companies. All calculations were performed on a constant currency basis. (2) Defined for purposes of the bonus program as adjusted OIBDA less all other operating and investing items on a constant currency basis. Based on a review of the above forecasts and consideration of Operating Company performance against plan for these financial measures by the compensation committees of our company, Liberty Media, Liberty Broadband, Qurate Retail and Liberty TripAdvisor, the compensation committees determined that the financial measures relating to the Operating Companies were achieved to the extent described below:
2023 PERFORMANCE-BASED BONUSES
| Financial Measure | Percentage Payable | | Revenue(1) | 7% of a possible 10% | | Adjusted OIBDA(1) | 6% of a possible 10% | | Free Cash Flow(1)(2) | 7% of a possible 10% |
2023 PERFORMANCE-BASED BONUSES
Percentage payable was based on 2023 forecasted financial measures compared to 2023 budgeted financial measures, with a 7% possible payout if forecasted financial measures equaled budgeted financial measures, and a payout range of 0% to 10% if forecasted financial measures were less than or greater than budgeted financial measures. Our compensation committee then translated the achievement of these financial measures into a percentage payable (20% of a possible 30%, or 67%) to each participant of his or her ABH Maximum Corporate Bonus related to financial measures, as follows:
2023 PERFORMANCE-BASED BONUSES
| Name | ABH Maximum Corporate Bonus Related to Financial Measures | Percentage Payable | Aggregate Dollar Amount | | Gregory B. Maffei | $714,000 | 67% | $476,000 | | Brian J. Wendling | $27,339 | 67% | $18,226 | | Albert E. Rosenthaler | $50,019 | 67% | $33,346 | | Renee L. Wilm | $50,515 | 67% | $33,676 |
2023 PERFORMANCE-BASED BONUSES
In December 2023, our compensation committee considered combined corporate-level achievements for our company, Liberty Media and each of the other Service Companies in determining that 9% of a possible 10% of a portion of the ABH Maximum Corporate Bonus would be payable to each participant. In making this determination, the compensation committee considered merger and acquisition activity, investments, financings, sustainability initiatives, SEC/audit compliance, litigation management and tax compliance. The achievements and percentage payable translated to the following payment for each participant:
2023 PERFORMANCE-BASED BONUSES
| Name | ABH Maximum Corporate Bonus Related to Corporate-Level Achievements | Percentage Payable | Aggregate Dollar Amount | | Gregory B. Maffei | $238,000 | 90% | $214,200 | | Brian J. Wendling | $9,113 | 90% | $8,202 | | Albert E. Rosenthaler | $16,673 | 90% | $15,006 | | Renee L. Wilm | $16,838 | 90% | $15,154 |
2023 PERFORMANCE-BASED BONUSES
Aggregate Results. The following table presents information concerning the aggregate 2023 performance-based bonus amounts payable to each participant by our company after giving effect to the determinations described above.
2023 PERFORMANCE-BASED BONUSES
| Name | Individual Performance Bonus | Corporate Performance Bonus Related to Financial Measures | Corporate Performance Bonus Related to Corporate- Level Achievements | Total Bonus | | Gregory B. Maffei | $1,249,500 | $476,000 | $214,200 | $1,939,700 | | Brian J. Wendling | $44,426 | $18,226 | $8,202 | $70,854 | | Albert E. Rosenthaler | $81,282 | $33,346 | $15,006 | $129,634 | | Renee L. Wilm | $94,715 | $33,676 | $15,154 | $143,546 |
2023 PERFORMANCE-BASED BONUSES
Our compensation committee then noted that, when combined with the total 2023 performance-based bonus amounts paid by Liberty Media and the other Service Companies to the overlapping named executive officers, Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm received $26,090,750, $1,012,195, $1,851,911 and $2,050,650, respectively. For more information regarding these bonus awards, please see the “Grants of Plan-Based Awards” table below.
EQUITY INCENTIVE COMPENSATION
EQUITY INCENTIVE COMPENSATION The 2023 incentive plan provides for the grant of a variety of incentive awards, including stock options, restricted shares, RSUs, SARs and performance awards. Subject to share availability considerations, our compensation committee has a preference for grants of stock options and awards of restricted stock or RSUs (as compared with other types of available awards under the 2023 incentive plan) based on the belief that they better promote retention of key employees through the continuing, long-term nature of an equity investment. It is the policy of our compensation committee that stock options be awarded with an exercise price equal to fair market value on the date of grant, typically measured by reference to the closing price on the grant date.
Annual Equity Awards
Annual Equity Awards As discussed above, our executive officers (other than Mr. McGuirk) perform management services for our company pursuant to the services agreement. In consultation with the compensation committees of each of Liberty Media and the other Service Companies (except for the compensation committee of our company because such decisions were made prior to the Split-Off), in March 2023, the compensation committees of Liberty Media and the other Service Companies determined that each of Liberty Media and the other Service Companies (except for our company for the reason described above) would grant a proportionate share of the aggregate equity grant value to each named executive officer (other than Mr. McGuirk) each year for their service to each of Liberty Media and the other Service Companies. With respect to awards made to Messrs. Wendling and Rosenthaler and Ms. Wilm, the proportionate share for each company was determined based 50% on the relative market capitalization and 50% on relative time spent by Liberty Media’s employees working for such issuer. With respect to awards made to Mr. Maffei, the 2019 Maffei Employment Agreement provides that Mr. Maffei’s aggregate annual equity award value will be granted across Liberty Media and the Service Companies by Liberty Media’s compensation committee, our compensation committee and the compensation committees of each other Service Company based on two factors, each weighted 50%: (i) the relative market capitalization of each series of stock of each company and (ii) the average of (a) the percentage allocation of time for all Liberty Media employees across all companies and (b) Mr. Maffei’s percentage allocation of time across all companies, unless a different allocation method is agreed. Maffei Annual Equity Awards. The 2019 Maffei Employment Agreement provides Mr. Maffei with the opportunity to earn annual equity awards during the employment term. See “—Executive Compensation Arrangements—Gregory B. Maffei— Annual Awards” for additional information about the annual awards provided under the 2019 Maffei Employment Agreement. When structuring the 2019 Maffei Employment Agreement, to further align Mr. Maffei’s interests with those of the other stockholders, the compensation committee of Liberty Media structured his annual equity award grants as either option awards or performance-based restricted stock units with meaningful payout metrics determined annually. This structure was designed to provide for alignment of interests with our company’s stockholders and flexibility to the compensation committee to incent achievement of strategic objectives that may change or evolve over the term of the agreement. The 2019 Maffei Employment Agreement provided that Mr. Maffei was entitled to receive from Liberty Media, Liberty Broadband and the other Service Companies in 2023 (except for our company because such grant occurred prior to the Split-Off) a combined target equity award value of $17.5 million comprised of time-vested stock options, performance-based restricted stock units or a combination of award types, at Mr. Maffei’s election. In 2023, Liberty Media’s compensation committee granted 31,259 performance-based RSUs with respect to its former Series C Liberty Braves common stock to Mr. Maffei in partial satisfaction of its obligations under the 2019 Maffei Employment Agreement for a portion of Mr. Maffei’s aggregate annual equity award value for 2023. In connection with the Split-Off, these RSUs were substituted by our company into performance-based RSUs with respect to BATRK (collectively, the 2023 Maffei RSUs), subject to the same terms and conditions of the original RSUs granted by Liberty Media. Our compensation committee reviewed the financial performance of our company along with the personal performance of Mr. Maffei. Based on the compensation committee’s assessment of his individual performance against the goals established in connection with the performance cash bonus program and general observation of his leadership and executive performance, our compensation committee approved vesting all of the 2023 Maffei RSUs. Chief Performance-based RSU Awards. The Liberty Media compensation committee granted 1,500, 2,709 and 2,709 performance-based RSUs with respect to its former Series C Liberty Braves common stock to Messrs. Wendling and Rosenthaler and Ms. Wilm, respectively, on March 3, 2023, which would vest subject to the satisfaction of the performance objectives described below. The Liberty Media compensation committee adopted an annual, performance-based program for payment of such RSUs and planned to review each named executive officer’s performance against that performance program to determine which portion of the award would be paid. In connection with the Split-Off, these RSUs were substituted by our company into performance-based RSUs with respect to BATRK (collectively, the 2023 Chief RSUs), subject to the same terms and conditions of the original RSUs granted by Liberty Media. Our compensation committee reviewed the 2023 personal performance of Messrs. Wendling and Rosenthaler and Ms. Wilm and considered the recommendations from Mr. Maffei. Mr. Maffei recommended that our committee vest 100% of the 2023 Chief RSUs based on his assessment of their individual performance against the goals established in connection with the performance cash bonus program and his general observation of their leadership and executive performance. Accordingly, our compensation committee approved vesting in full of the 2023 Chief RSUs previously granted to Messrs. Wendling and Rosenthaler and Ms. Wilm. McGuirk Annual Awards. Pursuant to Mr. McGuirk’s compensation arrangement, on December 11, 2023, our compensation committee granted Mr. McGuirk 30,084 RSUs (the 2023 McGuirk Annual RSUs) that vest on December 11, 2024, subject to Mr. McGuirk’s continued employment through such date.
Multiyear Equity Awards
Multiyear Equity Awards Our compensation committee plans to make larger equity award grants (equaling approximately three years’ value of the named executive officer’s annual grants) that vest over the same number of years, rather than making annual grants over the same period. These multiyear grants, when granted as stock options, will generally expire seven years after grant to encourage executives to remain with our company over the long-term and to better align their interests with those of the stockholders. 2023 Multiyear Options and RSUs. Messrs. McGuirk and Wendling and Ms. Wilm each received the following multiyear stock option award and multiyear RSU award in December 2023 (the 2023 Multiyear Options and 2023 Multiyear RSUs, respectively), which equaled the value of the annual grants that were expected to be granted to each for the period from January 1, 2024 through December 31, 2026:
Multiyear Equity Awards
| Name | Multiyear Options | Multiyear RSUs | | Terence McGuirk | 114,170 | 45,125 | | Brian J. Wendling | 9,427 | 3,726 | | Renee L. Wilm | 18,394 | 7,270 |
Multiyear Equity Awards
The 2023 Multiyear Options have an exercise price of $37.45, vest in substantially equal installments on each of December 11, 2024, December 11, 2025 and December 11, 2026 and expire on the seventh anniversary of the grant date. Mr. Wendling’s and Ms. Wilm’s 2023 Multiyear RSUs vest in substantially equal installments on each of December 9, 2024, December 9, 2025 and December 9, 2026 and Mr. McGuirk’s 2023 Multiyear RSUs vest in substantially equal installments on each of December 11, 2024, December 11, 2025 and December 11, 2026. See the “Grants of Plan-Based Awards” and the “Outstanding Equity Awards at Fiscal Year-End” tables below for more information about the 2023 Multiyear Options and 2023 Multiyear RSUs. Given Mr. Rosenthaler’s retirement, Mr. Rosenthaler did not receive multiyear option or RSUs awards.
PERQUISITES AND OTHER PERSONAL BENEFITS
PERQUISITES AND OTHER PERSONAL BENEFITS The perquisites and other personal benefits available to our executives (that are not otherwise available to all of our salaried employees) consist of: limited personal use of Liberty Media’s corporate aircraft (pursuant to aircraft time sharing agreements between our company and Liberty Media); • occasional, personal use of Liberty Media’s apartment in New York City (pursuant to a sharing arrangement between our company and Liberty Media), which is primarily used for business purposes, and occasional, personal use of a company car and driver; and • in the case of Mr. McGuirk, an auto lease and auto allowance. Taxable income may be incurred by our executives in connection with their receipt of perquisites and personal benefits. We did not provide gross-up payments to our executives last year. Aircraft Usage. On occasion, and with the appropriate approvals, executives may have family members and other guests accompany them on Liberty Media’s corporate aircraft when traveling on business. Pursuant to a February 5, 2013 letter agreement between Liberty Media and Mr. Maffei, Mr. Maffei is entitled to 120 hours per year of personal flight time through the first to occur of (i) the termination of his employment with Liberty Media, subject to any continued right to use the corporate aircraft as described below or pursuant to the terms of his employment arrangement in effect at the time of the termination or (ii) the cessation of ownership or lease of corporate aircraft. During 2023, pursuant to November 11, 2015 and December 13, 2019 letter agreements between Liberty Media and Mr. Maffei, Mr. Maffei was entitled to 50 additional hours per year of personal flight time if he reimbursed Liberty Media for such usage through the first to occur of (i) the termination of his employment with Liberty Media or (ii) the cessation of ownership or lease of corporate aircraft. If Mr. Maffei’s employment is terminated due to disability, for good reason or without cause, Mr. Maffei would be entitled to continued use of the corporate aircraft for 12 months after termination of his employment. Mr. Maffei incurs taxable income, calculated in accordance with the Standard Industry Fare Level (SIFL) rates, for all personal use of the corporate aircraft under the February 5, 2013 letter agreement. Mr. Maffei incurs taxable income at the SIFL rates minus amounts paid under time sharing agreements with Liberty Media for travel. Flights where there are no passengers on company-owned aircraft are not charged against the 120 hours of personal flight time per year allotted to Mr. Maffei if the flight department determines that the use of a NetJets, Inc. supplied aircraft for a proposed personal flight would be disadvantageous to our company due to (i) use of budgeted hours under the then current Liberty Media fractional ownership contract with NetJets, Inc. or (ii) higher flight cost as compared to the cost of using company-owned aircraft. For disclosure purposes, Liberty Media determines the aggregate incremental cost to Liberty Media of the executives’ personal flights by using a method that takes into account all operating costs related to such flights, including: • landing and parking expenses; • crew travel expenses; • supplies and catering; • aircraft fuel and oil expenses per hour of flight; • aircraft maintenance and upkeep; • any customs, foreign permit and similar fees; and • passenger ground transportation. Because Liberty Media’s aircraft is used primarily for business travel, this methodology excludes fixed costs that do not change based on usage, such as salaries of pilots and crew, and purchase or lease costs of aircraft. Pursuant to the services agreement, we pay Liberty Media for any costs, calculated in accordance with Part 91 of the Federal Aviation Regulations, associated with Mr. Maffei using Liberty Media’s corporate aircraft for our company’s business matters along with the approved personal use of Liberty Media’s corporate aircraft that are allocable to our company under the services agreement. Pursuant to aircraft time sharing agreements between Liberty Media and Mr. Maffei, Mr. Maffei was responsible for reimbursing Liberty Media for costs associated with his 50 additional hours per year of personal flight time and such costs include the expenses listed above, insurance obtained for the specific flight and an additional charge equal to 100% of the aircraft fuel and oil expenses for the specific flight. For purposes of determining an executive’s taxable income, personal use of Liberty Media’s aircraft is valued using a method based on SIFL rates, as published by the Treasury Department. The amount determined using the SIFL rates is typically lower than the amount determined using the incremental cost method. Under the American Jobs Creation Act of 2004, the amount that may be deducted for U.S. federal income tax purposes for a purely personal flight is limited to the amount included in the taxable income of the executives who took the flight. Also, the deductibility of any non-business use will be limited by Section 162(m) of the Code to the extent that the named executive officer’s compensation that is subject to that limitation exceeds $1 million. See “—Deductibility of Executive Compensation” below.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| Name and Principal Position (as of 12/31/23) | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($) | Total ($) | | Gregory B. Maffei Chairman of the Board, President and Chief Executive Officer | 2023 | 210,000 | — | — | — | 1,939,700 | 46,635(6) | 2,196,335 | | Terence McGuirk Chairman and Chief Executive Officer of the Braves | 2023 | 1,050,000 | 3,000,000 | 2,816,577 | 1,690,728 | — | 46,342(7) | 8,603,647 | | Brian J. Wendling Principal Financial Officer and Chief Accounting Officer | 2023 | — | — | 139,539 | 139,603 | 70,854 | — | 349,996 | | Albert E. Rosenthaler Former Chief Corporate Development Officer | 2023 | — | — | — | — | 129,634 | — | 129,634 | | Renee L. Wilm Chief Legal Officer and Chief Administrative Officer | 2023 | — | — | 272,262 | 272,394 | 143,546 | — | 688,202 |
SUMMARY COMPENSATION TABLE
(1) Represents only that portion of Mr. Maffei’s base salary allocated to our company. For Mr. McGuirk, represents the base salary paid by Braves Holdings, LLC pursuant to Mr. McGuirk’s compensation arrangement. (2) Reflects the bi-annual bonus paid to Mr. McGuirk on May 15, 2023, in accordance with Mr. McGuirk’s compensation arrangement. (3) Reflects, as applicable, the grant date fair value of the 2023 McGuirk Annual RSUs and the 2023 Multiyear RSUs. The grant date fair value of these awards has been computed in accordance with FASB ASC Topic 718, but (pursuant to SEC regulations) without reduction for estimated forfeitures. For a description of the assumptions applied in these calculations, see Note 11 to our consolidated financial statements for the year ended December 31, 2023 (which are included in our 2023 Form 10-K). (4) The grant date fair values of the 2023 Multiyear Options have been computed in accordance with FASB ASC Topic 718, but (pursuant to SEC regulations) without reduction for estimated forfeitures. For a description of the assumptions applied in these calculations, see Note 11 to our consolidated financial statements for the year ended December 31, 2023 (which are included in our 2023 Form 10-K). (5) Represents the portion of each named executive officer’s annual performance-based bonus allocated to our company in connection with the Split-Off. (6) Includes the following amounts, which were allocated to our company:
SUMMARY COMPENSATION TABLE
| | Amounts ($) | | | 2023 | | Compensation related to personal use of corporate aircraft(a) | 42,888 | | Life insurance premiums | 527 | | Matching contributions made to the Liberty Media 401(k) Savings Plan(b) | 2,310 | | Personal use of corporate apartment(c) | 910 |
SUMMARY COMPENSATION TABLE
(a) Calculated based on aggregate incremental cost of such usage allocated to our company. (b) The Liberty Media 401(k) Savings Plan provides employees with an opportunity to save for retirement. The Liberty Media 401(k) Savings Plan participants may contribute up to 75% of their eligible compensation on a pre-tax basis to the plan and an additional 10% of their eligible compensation on an after-tax basis (subject to specified maximums and IRS limits), and Liberty Media contributed a matching contribution that vests based upon the participants’ years of service and is based on the participants’ own contributions up to the maximum matching contribution set forth in the plan. Our company reimburses Liberty Media for our allocable portion of the matching contribution for Mr. Maffei. Mr. Maffei’s matching contributions are fully vested. Participant contributions to the Liberty Media 401(k) Savings Plan are fully vested upon contribution. (c) Liberty Media owns an apartment in New York City which is primarily used for business purposes. Mr. Maffei occasionally used this apartment for personal reasons during the year indicated above. Includes the following amounts:
SUMMARY COMPENSATION TABLE
| | Amounts ($) | | | 2023 | | Auto Allowance / Lease | 26,554 | | Life insurance premiums | 9,888 | | Matching contributions made to the Liberty Media 401(k) Savings Plan(a) | 9,900 |
SUMMARY COMPENSATION TABLE
In 2023, Mr. McGuirk participated in the Liberty Media 401(k) Savings Plan, subject to the terms described in Footnote 6(b) above. This amount reflects our company’s reimbursement of his participation in the plan. Beginning in 2024, Mr. McGuirk will participate in the ABH 401(k) Savings Plan.
PAY RATIO INFORMATION
PAY RATIO INFORMATION We are providing the following information about the relationship of the median annual total compensation of our employees and the total compensation of Mr. Maffei, our chief executive officer on December 31, 2023, pursuant to the SEC’s pay ratio disclosure rules set forth in Item 402(u) of Regulation S-K. We believe our pay ratio is a reasonable estimate calculated in a manner consistent with the SEC’s pay ratio disclosure rules. However, because these rules provide flexibility in determining the methodology, assumptions and estimates used to determine pay ratios and the fact that workforce composition issues differ significantly between companies, our pay ratio may not be comparable to the pay ratios reported by other companies. To identify our median employee, we first determined our employee population as of December 31, 2023, which consisted of employees located in the U.S. and the Dominican Republic representing all full-time, part-time, seasonal and temporary employees employed by our company and our subsidiary, Braves Holdings, LLC, on that date. Using information from our payroll records and Form W-2s, we then measured each employee’s gross wages for calendar year 2023, consisting of base salary, commissions, actual bonus payments, long-term incentive cash payments, if any, realized equity award value and taxable fringe benefits. We did not annualize the compensation of employees who were new hires or took a leave of absence in 2023. Also, we did not annualize the compensation of our temporary or seasonal employees. In addition, we did not make any cost-of-living adjustments to the gross wages information. We determined the median employee’s total compensation for calendar year 2023, including any perquisites and other benefits, in the same manner that we determined the total compensation of our named executive officers for purposes of the Summary Compensation Table above. The ratio of our chief executive officer’s total annual compensation to that of the median employee was as follows:
PAY RATIO INFORMATION
| Chief Executive Officer Total Annual Compensation | $2,196,335 | | Median Employee Total Annual Compensation | $14,888 | | Ratio of Chief Executive Officer to Median Employee Total Annual Compensation | 148:1 |
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS The following table contains information regarding plan-based incentive awards granted by us during the year ended December 31, 2023 to the named executive officers. This table does not reflect the 2023 Maffei RSUs and the 2023 Chief RSUs because those awards were originally granted by Liberty Media prior to the Split-Off. For information on these awards, see the “Grants of Plan-Based Awards” table and “Executive Compensation—Compensation Discussion and Analysis—Elements of 2023 Executive Compensation—Equity Incentive Compensation—Annual Equity Awards” in Liberty Media’s Definitive Proxy Statement on Schedule 14A with respect to its 2024 annual meeting of stockholders.
GRANTS OF PLAN-BASED AWARDS
| | | Estimated Future Payouts under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Terence McGuirk | | | | | | | | | | | | | BATRK | 12/11/2023 | — | — | — | — | — | — | 45,125(1) | — | — | 1,689,931 | | BATRK | 12/11/2023 | — | — | — | — | — | — | 30,084(2) | — | — | 1,126,646 | | BATRK | 12/11/2023 | — | — | — | — | — | — | — | 114,170(1) | 37.45 | 1,690,728 | | Brian J.Wendling | | | | | | | | | | | | | BATRK | 12/11/2023 | — | — | — | — | — | — | 3,726(3) | — | — | 139,539 | | BATRK | 12/11/2023 | — | — | — | — | — | — | — | 9,427(1) | 37.45 | 139,603 | | Renee L.Wilm | | | | | | | | | | | | | BATRK | 12/11/2023 | — | — | — | — | — | — | 7,270(3) | — | — | 272,262 | | BATRK | 12/11/2023 | — | — | — | — | — | — | — | 18,394(1) | 37.45 | 272,394 |
GRANTS OF PLAN-BASED AWARDS
(1) Reflects Mr. McGuirk’s 2023 Multiyear RSUs and all of the named executive officers’ 2023 Multiyear Options, which vest in substantially equal installments on each of December 11, 2024, December 11, 2025 and December 11, 2026. (2) Reflects the 2023 McGuirk Annual RSUs, which vest on December 11, 2024. Reflects Mr. Wendling’s and Ms. Wilm’s 2023 Multiyear RSUs, which vest in substantially equal installments on each of December 9, 2024, December 9, 2025 and December 9, 2026.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table contains information regarding unexercised options and unvested RSUs which were outstanding as of December 31, 2023 and held by the named executive officers, including their legacy Liberty Media equity awards with respect to Liberty Media’s former Series C Liberty Braves common stock before the Split-Off and converted by our company into equity awards with respect to our BATRK common stock in connection with the Split-Off.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | Option awards | | | | | Stock awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Gregory B. Maffei | | | | | | | | | | | Option Awards | | | | | | | | | | | BATRK | 15,283 | — | — | 23.51 | 03/30/2024 | — | — | — | — | | BATRK | 133,594 | — | — | 23.51 | 03/30/2024 | — | — | — | — | | BATRK | 46,052 | — | — | 23.34 | 03/05/2025 | — | — | — | — | | BATRK | 6,908 | — | — | 27.73 | 03/06/2026 | — | — | — | — | | BATRK | 313,342 | — | — | 29.10 | 12/15/2026 | — | — | — | — | | BATRK | 136,528 | — | — | 20.07 | 03/11/2027 | — | — | — | — | | BATRK | — | 352,224(1) | — | 26.36 | 12/10/2027 | — | — | — | — | | BATRK | 94,859 | — | — | 25.49 | 03/09/2029 | — | — | — | — | | RSU Award | | | | | | | | | | | BATRK | — | — | — | — | — | — | — | 31,259(2) | 1,237,231 | | Terence McGuirk | | | | | | | | | | | Option Awards | | | | | | | | | | | BATRK | 380,526 | — | — | 27.18 | 12/10/2027 | — | — | — | — | | BATRK | — | 114,170(3) | — | 37.45 | 12/11/2030 | — | — | — | — | | RSU Awards | | | | | | | | | | | BATRK | — | — | — | — | — | 45,125(3) | 1,786,048 | — | — | | BATRK | — | — | — | — | — | 30,084(4) | 1,190,725 | — | — | | Brian J. Wendling | | | | | | | | | | | Option Awards | | | | | | | | | | | BATRK | 13,649 | — | — | 26.36 | 12/10/2027 | — | — | — | — | | BATRK | — | 9,427(3) | — | 37.45 | 12/11/2030 | — | — | — | — | | RSU Awards | | | | | | | | | | | BATRK | — | — | — | — | — | — | — | 1,500(2) | 59,370 | | BATRK | — | — | — | — | — | 3,726(5) | 147,475 | — | — | | Albert E. Rosenthaler | | | | | | | | | | | Option Awards | | | | | | | | | | | BATRK | 5,031 | — | — | 22.96 | 03/20/2024 | — | — | — | — | | BATRK | 24,656 | — | — | 26.36 | 12/10/2027 | — | — | — | — | | RSU Award | | | | | | | | | | | BATRK | — | — | — | — | — | — | — | 2,709(2) | 107,222 | | Renee L. Wilm | | | | | | | | | | | Option Awards | | | | | | | | | | | BATRK | 34,709 | — | — | 27.73 | 11/13/2026 | — | — | — | — | | BATRK | 6,639 | — | — | 26.36 | 12/10/2027 | — | — | — | — | | BATRK | — | 18,394(3) | — | 37.45 | 12/11/2030 | — | — | — | — | | RSU Awards | | | | | | | | | | | BATRK | — | — | — | — | — | — | — | 2,709(2) | 107,222 | | BATRK | — | — | — | — | — | 7,270(5) | 287,747 | — | — |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
(1) Represents the 2020 Maffei Term Options, which vest on December 31, 2024. (2) Represents the target number of 2023 Maffei RSUs and 2023 Chief RSUs that each of Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm could earn based on performance in 2023. (3) Represents Mr. McGuirk’s 2023 Multiyear RSUs and all of the named executive officers’ 2023 Multiyear Options, which vest in substantially equal installments on each of December 11, 2024, December 11, 2025 and December 11, 2026. (4) Represents the 2023 McGuirk Annual RSUs, which vest on December 11, 2024. Represents Mr. Wendling’s and Ms. Wilm’s 2023 Multiyear RSUs, which vest in substantially equal installments on each of December 9, 2024, December 9, 2025 and December 9, 2026.
OPTION EXERCISES AND STOCK VESTED
OPTION EXERCISES AND STOCK VESTED The following table sets forth information concerning the exercise of vested options and the vesting of RSUs held by our named executive officers, in each case, during 2023.
OPTION EXERCISES AND STOCK VESTED
| | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#)(1) | Value realized on vesting ($) | | Gregory B. Maffei | | | | | | BATRA | — | — | — | — | | BATRB | — | — | — | — | | BATRK | — | — | — | — | | Terence McGuirk | | | | | | BATRA | — | — | — | — | | BATRB | — | — | — | — | | BATRK | — | — | 33,088 | 1,202,418 | | Brian J. Wendling | | | | | | BATRA | — | — | — | — | | BATRB | — | — | — | — | | BATRK | — | — | — | — | | Albert E. Rosenthaler | | | | | | BATRA | — | — | — | — | | BATRB | — | — | — | — | | BATRK | — | — | — | — | | Renee L. Wilm | | | | | | BATRA | — | — | — | — | | BATRB | — | — | — | — | | BATRK | — | — | — | — |
OPTION EXERCISES AND STOCK VESTED
Includes shares withheld in payment of withholding taxes at election of holder.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table sets forth the potential payments to our named executive officers if their employment had terminated or a change in control had occurred, in each case, as of December 31, 2023, which was the last day of our last completed fiscal year. For purposes of the following table, we have assumed that Mr. Maffei’s employment had terminated at each of Liberty Media, our company and the other Service Companies. In the event of such a termination or change in control, the actual amounts may be different due to various factors. In addition, we may enter into new arrangements or modify these arrangements from time to time. The amounts provided in the table are based on the closing market prices on December 29, 2023 (the last trading day in 2023) for our BATRK common stock, which was $39.58. For option awards, the value of the options shown in the table is based on the spread between the exercise price of the award and the applicable closing market price. The value of the RSUs shown in the table is based on the applicable closing market price and the number of unvested RSUs that would have vested in the applicable termination scenario according to the terms of the applicable award. Each of our named executive officers has received awards and payments under our incentive plans. Additionally, Mr. Maffei is entitled to certain payments and acceleration rights upon termination under his employment agreement. The circumstances giving rise to these potential payments and a brief summary of the provisions governing their payout are described below and in the footnotes to the table (other than those described under “—Executive Compensation Arrangements—Gregory B. Maffei—Termination Payments and Benefits,” which are incorporated by reference herein):
BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL
BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL
BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL
| Name | Voluntary Termination Without Good Reason ($) | Termination for Cause ($) | Termination Without Cause or for Good Reason ($) | Death ($) | Disability ($) | After a Change in Control ($) | | Gregory B. Maffei | | | | | | | | Severance | 1,190,000(1) | — | 5,250,000(2) | 5,250,000(2) | 5,250,000(2) | — | | Options | 13,995,348(3) | 10,506,246(4) | 15,162,648(5) | 15,162,648(5) | 15,162,648(5) | 10,506,246(6) | | RSUs | 1,237,231(3) | 1,237,231(4) | 1,237,231(5) | 1,237,231(5) | 1,237,231(5) | 1,237,231(6) | | Perquisites | — | — | 64,575 | — | 64,575 | — | | Total | 16,422,579 | 11,743,478 | 21,714,454 | 21,649,879 | 21,714,454 | 11,743,478 | | Terence McGuirk | | | | | | | | Options | 4,718,522(8) | —(9) | 4,718,522(10) | 4,961,705(11) | 4,961,705(11) | 4,961,705(12) | | RSUs | —(8) | —(9) | —(10) | 2,976,772(11) | 2,976,772(11) | 2,976,772(12) | | Total | 4,718,522 | — | 4,718,522 | 7,938,477 | 7,938,477 | 7,938,477 | | Brian J. Wendling | | | | | | | | Options | 180,440(8) | —(9) | 193,007(10) | 200,519(11) | 200,519(11) | 200,519(12) | | RSUs | —(8) | —(9) | 151,789(10) | 206,845(11) | 206,845(11) | 206,845(12) | | Total | 180,440 | — | 344,796 | 407,364 | 407,364 | 407,364 | | Albert E. Rosenthaler | | | | | | | | Options | 409,568(8) | —(9) | 409,568(10) | 409,568(11) | 409,568(11) | 409,568(12) | | RSUs | —(8) | —(9) | 107,222(10) | 107,222(11) | 107,222(11) | 107,222(12) | | Total | 409,568 | — | 516,790 | 516,790 | 516,790 | 516,790 | | Renee L. Wilm | | | | | | | | Options | 499,069(8) | —(9) | 523,594(10) | 538,248(11) | 538,248(11) | 538,248(12) | | RSUs | —(8) | —(9) | 287,509(10) | 394,969(11) | 394,969(11) | 394,969(12) | | Total | 499,069 | — | 811,103 | 933,217 | 933,217 | 933,217 |
BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL
(1) If Mr. Maffei had voluntarily terminated his employment without good reason (as defined in the 2019 Maffei Employment Agreement) at our company, Liberty Media and each of the other Service Companies as of December 31, 2023, subject to execution of a mutual release, he would have been entitled to receive in a lump sum a prorated amount of $17 million, with up to 25% of such amount payable in shares of common stock as set forth in more detail in the 2019 Maffei Employment Agreement. See “—Executive Compensation Arrangement—Gregory B. Maffei—Termination Payments and Benefits—Voluntary Termination at our Company without Good Reason” above. The amount in the table includes our allocable portion of this payment (7%) for which we would reimburse Liberty Media. (2) If Mr. Maffei’s employment had been terminated as of December 31, 2023 without cause (as defined in the 2019 Maffei Employment Agreement) by our company, Liberty Media and each of the other Service Companies, by him for good reason (as defined in the 2019 Maffei Employment Agreement) (whether before or within a specific period following a change in control), in each case, subject to execution of a mutual release, or due to Mr. Maffei’s death or disability, he would have been entitled to receive (i) a payment of two times his 2023 base salary payable in 24 equal monthly installments, (ii) fully vested shares of common stock with an aggregate grant date fair value of $35 million, (iii) a lump sum payment of an amount equal to two times his average annual bonus paid for the two calendar years prior to separation, but in no event an amount that is less than two times his aggregate target bonus of $17 million and (iv) a lump sum cash payment equal to the greater of (x) $17 million or (y) the annual cash performance bonus otherwise payable for the year of termination, in each case prorated based on the number of days that have elapsed within the year of termination, with up to 25% of such amount payable in shares of common stock as set forth in more detail in the 2019 Maffei Employment Agreement. See “—Executive Compensation Arrangement—Gregory B. Maffei—Termination Payments and Benefits— Termination by Liberty Media without Cause or by Mr. Maffei for Good Reason” above. The amount in the table includes our allocable portion of this payment (7%) for which we would reimburse Liberty Media. The amount included in the table does not include the lump sum cash payment described in (iv) because Mr. Maffei had already been paid his 2023 cash bonus prior to December 31, 2023. Based on (i) the number of vested options held by Mr. Maffei at December 31, 2023 and (ii) the number of unvested options and RSUs that would vest pursuant to the following: If Mr. Maffei’s employment had been terminated without good reason as of December 31, 2023, he would have been entitled to pro rata vesting of the 2020 Maffei Term Options (based on the number of days that had elapsed over the four-year vesting period). Also, assuming such termination occurred after the close of business on December 31, 2023, the 2023 Maffei RSUs would have remained outstanding until any performance criteria had been determined to have been met or not and would have vested to the extent determined by the compensation committee. As described above, in “—Compensation Discussion and Analysis—Elements of 2023 Executive Compensation—Equity Incentive Compensation— Annual Equity Awards—Maffei Annual Equity Awards,” our compensation committee vested all of the 2023 Maffei RSUs, which is reflected in the table above. Based on (i) the number of vested options held by Mr. Maffei at December 31, 2023 and (ii) the number of unvested RSUs that would vest pursuant to the following: If Mr. Maffei’s employment had been terminated for cause, he would have forfeited his 2020 Maffei Term Options, and, assuming such termination occurred after the close of business on December 31, 2023, the 2023 Maffei RSUs would have remained outstanding until any performance criteria had been determined to have been met or not and would have vested to the extent determined by the compensation committee. As described above, in “—Compensation Discussion and Analysis—Elements of 2023 Executive Compensation—Equity Incentive Compensation—Annual Equity Awards—Maffei Annual Equity Awards” our compensation committee vested all of the 2023 Maffei RSUs, which is reflected in the table above. (5) Based on (i) the number of vested options held by Mr. Maffei at December 31, 2023 and (ii) the number of unvested options and RSUs that would vest pursuant to the following: If Mr. Maffei’s employment had been terminated without cause (as defined in the 2019 Maffei Employment Agreement), for good reason (as defined in the 2019 Maffei Employment Agreement) (whether before or within a specific period following a change in control) or due to Mr. Maffei’s death or disability, his 2020 Maffei Term Options would have vested in full and, assuming such terminations occurred after the close of business on December 31, 2023, the 2023 Maffei RSUs would have remained outstanding until any performance criteria had been determined to have been met or not and would have vested to the extent determined by the compensation committee. As described above, in “—Compensation Discussion and Analysis—Elements of 2023 Executive Compensation-Equity Incentive Compensation—Maffei Annual Equity Awards,” our compensation committee vested all of the 2023 Maffei RSUs, which is reflected in the table above. (6) Based on the number of vested options held by Mr. Maffei at December 31, 2023 and the number of 2023 Maffei RSUs. As described above, in “—Compensation Discussion and Analysis—Elements of 2023 Executive Compensation-Equity Incentive Compensation—Maffei Annual Equity Awards,” our compensation committee vested all of the 2023 Maffei RSUs, which is reflected in the table above. A change in control (as defined in the 2019 Maffei Employment Agreement) of our company would provide Mr. Maffei with a short time period during which to exercise his rights to terminate his employment for good reason, which would result in vesting of his 2020 Maffei Term Options. For purposes of the tabular presentation above, we have assumed that Mr. Maffei does not exercise his right to terminate his employment for good reason in connection with a change in control of our company. (7) If Mr. Maffei’s employment had been terminated at our company’s election for any reason (other than cause) or by Mr. Maffei for good reason (as defined in his employment agreement) or by reason of disability, as of December 31, 2023, he would have been entitled to receive (i) personal use of the corporate aircraft for 120 hours per year, (ii) information technology support from our company, as reasonably requested by Mr. Maffei, and (iii) continuation of such other perquisites as Mr. Maffei was entitled to receive prior to such termination, in each case, over a 12-month period. The maximum potential cost of using the corporate aircraft for 120 hours based on an hourly average of the incremental cost of use of the corporate aircraft is $922,496. The amount in the table includes our allocable portion of this payment (7%) for which we would reimburse Liberty Media. (8) Each of Messrs. Wendling and Rosenthaler and Ms. Wilm would have forfeited his or her 2023 Chief RSUs, Messrs. McGuirk and Wendling and Ms. Wilm would have forfeited the unvested portions of their 2023 Multiyear RSUs and 2023 Multiyear Options, and Mr. McGuirk would have forfeited the 2023 McGuirk Annual RSUs, in each case, if his or her employment had been terminated by him or her as of December 31, 2023. Messrs. McGuirk’s, Wendling’s and Rosenthaler’s and Ms. Wilm’s vested options would remain outstanding and exercisable in accordance with their terms in the event each of Messrs. McGuirk, Wendling and Rosenthaler and Ms. Wilm terminated his or her employment as of December 31, 2023. (9)
BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL
If each of Messrs. McGuirk’s, Wendling and Rosenthaler and Ms. Wilm was terminated by our company for “cause” as of December 31, 2023, all of his or her outstanding option and RSU grants would have been forfeited. (10) Based on (i) the number of vested options held by Messrs. McGuirk, Wendling and Rosenthaler and Ms. Wilm, (ii) the number of unvested 2023 Multiyear Options and 2023 Multiyear RSUs held by Mr. Wendling and Ms. Wilm as of December 31, 2023 that would have vested pursuant to the forward-vesting provisions in such named executive officer’s award agreements if he or she were terminated without cause as of December 31, 2023 and (iii) the number of 2023 Chief RSUs held by Messrs. Wendling and Rosenthaler and Ms. Wilms, which would have remained outstanding until any performance criteria had been determined to have been met or not and would have vested to the extent determined by the compensation committee. As described above in “—Compensation Discussion and Analysis—Elements of 2023 Executive Compensation—Equity Incentive Compensation— Annual Equity Awards—Chief Performance-based RSU Awards,” our compensation committee vested all of the 2023 Chief RSUs, which is reflected in the table above. Mr. McGuirk would have forfeited his 2023 McGuirk Annual RSUs, 2023 Multiyear Options and 2023 Multiyear RSUs. (11) Based on (i) the number of vested options held by Messrs. McGuirk, Wendling and Rosenthaler and Ms. Wilm, (ii) the number of unvested 2023 Multiyear Options and 2023 Multiyear RSUs held by Messrs. McGuirk and Wendling and Ms. Wilm as of December 31, 2023, (iii) the number of 2023 Chief RSUs held by Messrs. Wendling and Rosenthaler and Ms. Wilm and (iv) the 2023 McGuirk Annual RSUs, each of which would have vested. Upon a change in control, we have assumed for purposes of the tabular presentation above that all of the 2023 McGuirk Annual RSUs, 2023 Chief RSUs, 2023 Multiyear Options and 2023 Multiyear RSUs would have vested. The table includes the value of Messrs. McGuirk’s, Wendling’s and Rosenthaler’s and Ms. Wilm’s vested options.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE This section provides information about the relationship between compensation actually paid to our Principal Executive Officer and other named executive officers and certain financial performance measures of our company. For purposes of this section, the amount of compensation actually paid to our Principal Executive Officer and other named executive officers is determined using the valuation methods prescribed by the SEC in Item 402(v) of Regulation S-K. Although the rules describe such amount as compensation actually paid, these amounts are not reflective of the taxable compensation actually paid to our named executive officers in a covered year. As described in more detail below, to determine the amount of compensation actually paid in a covered year, Item 402(v) of Regulation S-K requires that in each covered year we (1) deduct the grant date value of equity awards reported in the Stock Awards or Option Awards columns in the Summary Compensation Table from the Total column in the Summary Compensation Table; (2) add, for awards granted in the covered year, the fair value of the equity awards (i) as of the end of a covered year or (ii) as of the vesting date, as applicable; and (3) add or subtract, for awards granted in, and outstanding at the end of, a prior year (i) the change in the fair value from the end of the prior year to the end of the current year or (ii) from the end of the prior year to the date the awards vest in the covered year, as applicable.
PAY VERSUS PERFORMANCE
| | PEO(1) | | Non-PEO NEOs(1) | | Value of initial fixed $100 investment based on: | | | (millions) | | | Year | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for non-PEO NEOs ($)(2) | Average Compensation Actually Paid to non-PEO NEOs ($)(3) | Total Shareholder Return (“TSR”) ($)(4) | | Peer Group TSR ($)(5) | Net Income ($)(6) | Adjusted OIBDA ($)(7) | | 2023 | 2,196,335 | 1,401,000 | 2,442,870 | 2,278,622 | BATRA | 144.28 | 97.61 | (125) | 61 | | | | | | | BATRK | 133.99 | | | |
PAY VERSUS PERFORMANCE
(1) Our Principal Executive Officer (PEO) was Mr. Maffei. Our named executive officers other than our PEO (non-PEO NEOs) were Messrs. McGuirk, Wendling and Rosenthaler and Ms. Wilm. (2) Reflects, for Mr. Maffei, the total compensation reported in the Summary Compensation Table and for the non-PEO NEOs, the average total compensation reported in the Summary Compensation Table in each of the fiscal years indicated. (3) Represents the compensation actually paid to Mr. Maffei and the non-PEO NEOs in each of the fiscal years indicated as computed in accordance with Item 402(v) of Regulation S-K and related SEC guidance, as set forth below:
PAY VERSUS PERFORMANCE
| Compensation actually paid to PEO and Non-PEO NEOs | | | | | | | | | | | As Reported in Summary Compensation Table(a) | | | Equity Award Adjustments(b) | | | | | | Year | Total | Stock Awards | Option Awards | Fair Value at Year End of Awards Granted During Year that Remain Outstanding and Unvested at Year End(c) | Year-over- Year Change in Fair Value of Awards Granted in Prior Year that Remain Outstanding and Unvested at Year End(d) | Fair Value at Vesting Date of Awards Granted and Vested in Same Year(e) | Change in Fair Value from Prior Year End to Vesting Date of Awards Granted in Prior Year and Vested in Covered Year(f) | Total Compensation Actually Paid | | PEO | | | | | | | | | | 2023 | 2,196,335 | — | — | — | (1,085,839) | 1,237,231 | (946,727) | 1,401,000 | | Non-PEO NEOs | | | | | | | | | | 2023 | 2,442,870 | (807,095) | (525,681) | 1,424,146 | — | 68,454 | (324,072) | 2,278,622 |
Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return
Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return
Relationship Between Compensation Actually Paid and Net Income
Relationship Between Compensation Actually Paid and Net Income
Relationship Between Compensation Actually Paid and Adjusted OIBDA
Relationship Between Compensation Actually Paid and Adjusted OIBDA