DEF 14A of Liberty Media Corp, Apr 25, 2024

DEF 14A of Liberty Media Corp

Filed Apr 25, 2024 · FY20230001104659-24-052085

Open on EDGAR

  1. OUR DIRECTOR NOMINEES

    OUR DIRECTOR NOMINEES

  2. OUR DIRECTOR NOMINEES

    | | BRIAN M. DEEVY | | | | Director Since: 2015 Independent Director | Committee(s): Audit (Chair) | | | 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. | |

  3. OUR DIRECTOR NOMINEES

    | | GREGORY B. MAFFEI | | | | Director Since: 2007 | Committee(s): Executive | | | Mr. Maffei brings to our Board significant financial and operational experience based on his senior policy making positions at our company, Qurate Retail, Liberty TripAdvisor, Atlanta Braves Holdings 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. | |

  4. OUR DIRECTOR NOMINEES

    | | ANDREA L. WONG | | | | Director Since: 2011 Independent Director | Committee(s): Compensation; Nominating and Corporate Governance | | | Ms. Wong brings to our Board significant experience in the media and entertainment industry, having an extensive background in media programming across a variety of platforms, as well as executive leadership experience with the management and operation of companies in the entertainment sector. Her experience with programming development and production, brand enhancement and marketing brings a pragmatic and unique perspective to our Board. Her professional expertise, combined with her continued involvement in the media and entertainment industry, makes her a valuable member of our Board. | |

  5. NOMINEES FOR ELECTION AS DIRECTORS

    NOMINEES FOR ELECTION AS DIRECTORS

  6. NOMINEES FOR ELECTION AS DIRECTORS

    | | Brian M. Deevy | Director Since: June 2015 Age: 69 Committees: Audit (Chair) Independent Director |

  7. NOMINEES FOR ELECTION AS DIRECTORS

    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.

  8. NOMINEES FOR ELECTION AS DIRECTORS

    | 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: • Atlanta Braves Holdings (July 2023 – present) Non-Liberty Public Company Directorships: None Former Public Company Directorships: • Trine II Acquisition Corp. (November 2021 – May 2023) • Ascent (November 2013 – May 2016) • Ticketmaster Entertainment, Inc. (August 2008 – January 2010) |

  9. NOMINEES FOR ELECTION AS DIRECTORS

    | | Gregory B. Maffei | President and Chief Executive Officer Director Since: May 2007 Age: 63 Committees: Executive |

  10. NOMINEES FOR ELECTION AS DIRECTORS

    Mr. Maffei brings to our Board significant financial and operational experience based on his senior policy making positions at our company, Qurate Retail, Liberty TripAdvisor, Liberty Broadband and Atlanta Braves Holdings, 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.

  11. NOMINEES FOR ELECTION AS DIRECTORS

    | Professional Background: • President and Chief Executive Officer of our company since May 2007 • President and Chief Executive Officer of Atlanta Braves Holdings since December 2022 • 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: • 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) • Atlanta Braves Holdings (December 2022 – present; Chairman of the Board, July 2023 – 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) |

  12. NOMINEES FOR ELECTION AS DIRECTORS

    | | Andrea L. Wong | Director Since: September 2011 Age: 57 Committees: Compensation; Nominating and Corporate Governance Independent Director |

  13. NOMINEES FOR ELECTION AS DIRECTORS

    Ms. Wong brings to our Board significant experience in the media and entertainment industry, having an extensive background in media programming across a variety of platforms, as well as executive leadership experience with the management and operation of companies in the entertainment sector. Her experience with programming development and production, brand enhancement and marketing brings a pragmatic and unique perspective to our Board. Her professional expertise, combined with her continued involvement in the media and entertainment industry, makes her a valuable member of our Board.

  14. NOMINEES FOR ELECTION AS DIRECTORS

    | Professional Background: • President, International Production for Sony Pictures Television and President, International for Sony Pictures Entertainment from September 2011 to March 2017 • President and Chief Executive Officer of Lifetime Entertainment Services from 2007 to April 2010 • Served as an Executive Vice President with ABC, Inc., a subsidiary of The Walt Disney Company, from 2003 to 2007 | Public Company Directorships: • Qurate Retail (April 2010 – present) Non-Liberty Public Company Directorships: • Hudson Pacific Properties, Inc. (August 2017 – present) • Roblox Corporation (August 2020 – present) Former Public Company Directorships: • Oaktree Acquisition Corp. II (September 2020 – June 2022) • Oaktree Acquisition Corp. (July 2019 – January 2021) • Social Capital Hedosophia Holdings Corp. (September 2017 – October 2019) • Hudson’s Bay Company (September 2014 – March 2020) |

  15. DIRECTORS WHOSE TERM EXPIRES IN 2025

    DIRECTORS WHOSE TERM EXPIRES IN 2025

  16. DIRECTORS WHOSE TERM EXPIRES IN 2025

    | | John C. Malone | Chairman of the Board Director Since: December 2010; Chairman since August 2011 Age: 83 Committees: Executive |

  17. DIRECTORS WHOSE TERM EXPIRES IN 2025

    Mr. Malone, as President of TCI, co-founded our company’s predecessor and is considered one of the preeminent figures in the media and telecommunications industry. He is well known for his sophisticated problem solving and risk assessment skills.

  18. DIRECTORS WHOSE TERM EXPIRES IN 2025

    | Professional Background: • Chairman of the Board of our company since August 2011 and director since December 2010 • Chairman of the Board of Qurate Retail from its inception in 1994 until March 2018 and served as Qurate Retail’s Chief Executive Officer from August 2005 to February 2006 • Chairman of the Board of TCI from November 1996 until March 1999, when it was acquired by AT&T Corp., and Chief Executive Officer of TCI from January 1994 to March 1997 | Public Company Directorships: • Qurate Retail (1994 – present; Chairman of the Board, 1994 – March 2018) • Liberty Broadband (Chairman of the Board, November 2014 – present) Non-Liberty Public Company Directorships: • Warner Bros. Discovery (April 2022 – present) • LGP (Chairman of the Board, June 2013 – present) Former Public Company Directorships: • GCI Liberty (Chairman of the Board, March 2018 – December 2020) • Liberty Expedia (Chairman of the Board, November 2016 – July 2019) • Liberty Latin America Ltd. (December 2017 – December 2019) • Discovery (September 2008 – April 2022) • DHC (March 2005 – September 2008; Chairman of the Board, May 2005 – September 2008) • LGI (Chairman of the Board, June 2005 – June 2013) • LMI (March 2004 – June 2005) • UnitedGlobalCom, Inc. (June 2005 – January 2022) • Lions Gate Entertainment Corp. (March 2015 – September 2018) • Charter (May 2013 – July 2018) • Expedia, Inc. (August 2005 – November 2012; December 2012 – December 2017) • Liberty TripAdvisor (August 2014 – June 2015) • Sirius XM (April 2009 – May 2013) • Ascent (January 2010 – September 2012) • Live Nation (January 2010 – February 2011) • DIRECTV (including predecessors) (Chairman of the Board, February 2008 – June 2010) • IAC/InterActiveCorp (May 2006 – June 2010) |

  19. DIRECTORS WHOSE TERM EXPIRES IN 2025

    | | Robert R. Bennett | Director Since: September 2011 Age: 66 Committees: Executive Independent Director |

  20. DIRECTORS WHOSE TERM EXPIRES IN 2025

    Mr. Bennett brings to our Board in-depth knowledge of the media and telecommunications industry generally and our corporate history specifically. He has experience in significant leadership positions with Qurate Retail, especially as a past Chief Executive Officer and President, and provides our company with strategic insights. Mr. Bennett also has an in-depth understanding of finance, and has held various financial management positions during the course of his career.

  21. DIRECTORS WHOSE TERM EXPIRES IN 2025

    | Professional Background: • Managing Director of Hilltop Investments LLC, a private investment company • Chief Executive Officer of Qurate Retail from April 1997 to August 2005 and its President from April 1997 to February 2006; held various executive positions with Qurate Retail from 1994 to 1997 | Public Company Directorships: Non-Liberty Public Company Directorships: • HP, Inc. (July 2013 – present) Former Public Company Directorships: • Warner Bros. Discovery (April 2022 – March 2023) • Discovery (September 2008 – April 2022) • Qurate Retail (September 1994 – December 2011) • DHC (May 2005 – September 2008) • Demand Media, Inc. (January 2011 – February 2014) • Sprint Corporation (October 2006 – November 2016) |

  22. DIRECTORS WHOSE TERM EXPIRES IN 2025

    | | M. Ian G. Gilchrist | Director Since: September 2011 Age: 74 Committees: Compensation (Chair); Nominating and Corporate Governance Independent Director |

  23. DIRECTORS WHOSE TERM EXPIRES IN 2025

    Mr. Gilchrist’s field of expertise is in the media and telecommunications sector, having been involved with companies in this industry during much of his 36 years as an investment banker and financial analyst. Mr. Gilchrist brings to our Board significant financial expertise and a unique perspective on our company and the media and telecommunications sector. He is also an important resource with respect to the financial services firms that our company engages from time to time.

  24. DIRECTORS WHOSE TERM EXPIRES IN 2025

    | Professional Background: • Director and President of Trine Acquisition Corp. from March 2019 to December 2020 • Various officer positions including Managing Director at Citigroup Inc./Salomon Brothers Inc. from 1995 to 2008, CS First Boston Corporation from 1988 to 1995, and Blyth Eastman Paine Webber from 1982 to 1988 and served as a Vice President of Warburg Paribas Becker Incorporated from 1976 to 1982 • Previously worked in the venture capital field and as an investment analyst | Public Company Directorships: • Qurate Retail (July 2009 – present) Non-Liberty Public Company Directorships: None Former Public Company Directorships: • Trine Acquisition Corp. (March 2019 – December 2020) • Ackerley Communications Inc. (1995 – 2000) |

  25. DIRECTORS WHOSE TERM EXPIRES IN 2026

    DIRECTORS WHOSE TERM EXPIRES IN 2026

  26. DIRECTORS WHOSE TERM EXPIRES IN 2026

    | | Derek Chang | Director Since: March 2021 Age: 56 Committees: Audit; Nominating and Corporate Governance (Chair) Independent Director |

  27. DIRECTORS WHOSE TERM EXPIRES IN 2026

    Mr. Chang brings to our Board extensive knowledge of media, entertainment and sports industries across all global markets with particular focus on the US and Asia Pacific. He brings considerable operating and financial expertise from his leadership roles and operational experience from his policy making positions at NBA China, DIRECTV, Scripps and Charter.

  28. DIRECTORS WHOSE TERM EXPIRES IN 2026

    | Professional Background: • Executive Chairman of EverPass Media since April 2023 • Director of Playfly Sports since February 2023 • Chief Executive Officer of Friend MTS from May 2021 to December 2021 • Board member of Professional Fighters League from June 2021 to February 2023 • Chief Executive Officer of NBA China from June 2018 to May 2020 • Head of International Lifestyle Channels from July 2016 to April 2018 and as a Managing Director of Asia Pacific operations from April 2013 to July 2016 for Scripps • Executive Vice President of Content Strategy and Development of DIRECTV (and its predecessor, The DirecTV Group, Inc.) from March 2006 to January 2013 • Executive Vice President—Finance and Strategy of Charter from December 2003 to April 2005 and as its interim Co-Chief Financial Officer from August 2004 to April 2005 • Executive Vice President—Development of the Yankees Entertainment and Sports Network from its inception in 2001 to January 2003 | Public Company Directorships: None Former Public Company Directorships: • Isos Acquisition Corp. (March 2021 – December 2021) • Vobile Group Limited (July 2020 – June 2021) • STARZ (January 2013 – June 2013) |

  29. DIRECTORS WHOSE TERM EXPIRES IN 2026

    | | Evan D. Malone | Director Since: September 2011 Age: 53 |

  30. DIRECTORS WHOSE TERM EXPIRES IN 2026

    Dr. Malone brings an applied science and engineering perspective to the Board. Dr. Malone’s perspectives assist the Board in developing business strategies and adapting to technological changes facing the industries in which our company competes. In addition, his entrepreneurial experience assists the Board in evaluating strategic opportunities.

  31. DIRECTORS WHOSE TERM EXPIRES IN 2026

    | Professional Background: • President of NextFab Studio, LLC (provides manufacturing-related technical training, product development, and business acceleration services) since June 2009 • Owner and manager of 1525 South Street LLC (real estate property and management company) since January 2008 • Applied physics technician for Fermi National Accelerator Laboratory, part of the national laboratory system of the Office of Science, U.S. Department of Energy, from 1999 until 2001 • Director and president of the NextFab Foundation (IRS 501(c)(3) private operating foundation, which provides manufacturing-related technology and education to communities affected by economic or humanitarian distress) since November 2016 | Public Company Directorships: • Qurate Retail (August 2008 – present) • Sirius XM (May 2013 – present) Non-Liberty Public Company Directorships: None Former Public Company Directorships: None |

  32. DIRECTORS WHOSE TERM EXPIRES IN 2026

    | | Larry E. Romrell | Director Since: September 2011 Age: 84 Committees: Audit; Compensation Independent Director |

  33. DIRECTORS WHOSE TERM EXPIRES IN 2026

    Mr. Romrell brings extensive experience, including venture capital experience, in the telecommunications industry to our Board and is an important resource with respect to the management and operations of companies in the media and telecommunications sector.

  34. DIRECTORS WHOSE TERM EXPIRES IN 2026

    | Professional Background: • Held numerous executive positions with TCI from 1991 to 1999 • Previously held various executive positions with Westmarc Communications, Inc. | Public Company Directorships: • Qurate Retail (March 1999 – September 2011; December 2011 – present) • Liberty TripAdvisor (August 2014 – present) Non-Liberty Public Company Directorships: • LGP (July 2013 – present) Former Public Company Directorships: • LGI (June 2005 – June 2013) • LMI (May 2004 – June 2005) |

  35. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table sets forth information concerning the compensation of our nonemployee directors for 2023.

  36. DIRECTOR COMPENSATION TABLE

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | Option Awards ($)(2)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Robert R. Bennett | 128,650(4) | 134,132 | — | 66,612 | 24,691(6) | 354,085 | | Derek Chang | 168,650 | 134,132 | — | — | — | 302,782 | | Brian M. Deevy | 158,650 | 88,276 | 45,824 | — | 24,691(6) | 317,442 | | M. Ian G. Gilchrist | 148,650 | 42,517 | 91,648 | — | 24,691(6) | 307,507 | | Evan D. Malone | 118,650 | 42,517 | 91,648 | — | — | 252,816 | | Larry E. Romrell | 158,650 | 42,517 | 91,648 | — | 24,691(6) | 317,507 | | Andrea L. Wong | 138,650(4) | 88,276 | 45,824 | 65,991 | 26,426(6) | 365,168 |

  37. DIRECTOR COMPENSATION TABLE

    (1) John C. Malone and Gregory B. Maffei, each of whom is a director of our company and a named executive officer, received no compensation for serving as directors of our company during 2023. (2) As of December 31, 2023, our directors (other than Messrs. Malone and Maffei, whose equity awards are listed in the “Outstanding Equity Awards at Fiscal Year-End” table below) held the below equity awards with respect to shares of our common stock. In July 2023, our company completed the split-off (the Split-Off) of our former wholly owned subsidiary, Atlanta Braves Holdings, which was accomplished through the redemption of each outstanding share of our company’s Liberty Braves common stock in exchange for one share of the corresponding series of Atlanta Braves Holdings common stock. To eliminate and extinguish the intergroup interest in the former Braves Group attributed to the Formula One Group, shares of Atlanta Braves Holdings Series C common stock were distributed on a pro rata basis to holders of Liberty Formula One common stock (the Formula One Distribution). In August 2023, our company reclassified our then outstanding shares of common stock into three new tracking stocks (the Reclassification). The below option awards include, in addition to those options granted in December 2023, options with respect to FWONK and LSXMK, which were adjusted subject to the anti-dilution provision of the incentive plan under which the applicable award was granted in connection with the Split-Off, the Formula One Distribution and the Reclassification, as applicable.

  38. DIRECTOR COMPENSATION TABLE

    | | Robert R. Bennett | Derek Chang | Brian M. Deevy | M. Ian G. Gilchrist | Evan D. Malone | Larry E. Romrell | Andrea L. Wong | | Options (#) | | | | | | | | | FWONK | — | 3,722 | 13,502 | 17,974 | 20,566 | 23,128 | 12,398 | | LSXMK | — | 6,650 | 19,909 | 33,615 | 28,964 | 33,615 | 26,792 | | LLYVK | — | 1,818 | 6,062 | 10,269 | 9,142 | 10,413 | 7,737 | | RSUs (#) | | | | | | | | | FWONK | 1,205 | 1,205 | 602 | — | — | — | 602 | | LSXMK | 1,596 | 1,596 | 1,596 | 1,596 | 1,596 | 1,596 | 1,596 | | LLYVK | 465 | 465 | 232 | — | — | — | 232 |

  39. DIRECTOR COMPENSATION TABLE

    The aggregate grant date fair value of the stock option and RSU awards has been computed in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 718 (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 14 to our consolidated financial statements for the year ended December 31, 2023 (which are included in the 2023 Form 10-K). Includes the following amounts earned and deferred under the director deferred compensation plan:

  40. DIRECTOR COMPENSATION TABLE

    | Name | 2023 Deferred Compensation ($) | 2023 Above Market Earnings on Accrued Interest ($) | | Robert R. Bennett | 125,579 | 66,612 | | Andrea L. Wong | 136,036 | 65,991 |

  41. DIRECTOR COMPENSATION TABLE

    (5) We make available to our directors tickets to various sporting events with no aggregate incremental cost attributable to any single person. Represents the amounts of health insurance premiums paid by our company for the benefit of the director. 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.

  42. COMPENSATION OVERVIEW

    COMPENSATION OVERVIEW Our compensation committee of our Board of Directors has responsibility for establishing, implementing and regularly monitoring adherence to our compensation philosophy. That philosophy seeks to align the interests of the named executive officers with those of our stockholders, with the ultimate goal of appropriately motivating our executives to increase long-term stockholder value. To that end, the compensation packages provided to the named executive officers (other than Mr. Malone) include significant performance-based bonuses and significant equity incentive awards, including equity awards that vest multiple years after initial grant and equity awards that are performance-based. Our compensation committee seeks to approve a compensation package for each named executive officer that is commensurate with the responsibilities and proven or expected performance of that executive and that is competitive relative to the compensation packages paid to similarly situated executives in other companies. Our compensation committee believes that our compensation packages should assist our company in attracting and retaining key executives critical to our long-term success. At our 2021 annual meeting, stockholders representing a majority of the aggregate voting power of Liberty Media present and entitled to vote on our say-on-pay proposal voted in favor of, on an advisory basis, our executive compensation disclosed in our proxy statement for the 2021 annual meeting. No material changes were implemented to our executive compensation program as a result of this vote. At our 2018 annual meeting, stockholders elected to hold a say-on-pay vote every three years and our Board of Directors adopted this as the frequency at which future say-on-pay votes would be held. At the annual meeting, we are submitting for stockholder consideration (i) a proposal to approve, on an advisory basis, our compensation of our named executive officers, and (ii) a separate resolution for an advisory vote as to whether a stockholder vote to approve the compensation paid to our named executive officers should occur every one, two or three years. See “Proposal 3—The Say-On-Pay Proposal” and “Proposal 4—The Say-on-Frequency Proposal.”

  43. OTHER SERVICES AGREEMENTS

    OTHER SERVICES AGREEMENTS In connection with each of the August 2014 spin-off of Liberty TripAdvisor from Qurate Retail, our November 2014 spin-off of Liberty Broadband and the Split-Off, we entered into a services agreement with Liberty TripAdvisor, Liberty Broadband and Atlanta Braves Holdings, respectively, pursuant to which we provide each of them certain administrative and management services, and each of them pays us a monthly management fee, the amount of which is subject to a quarterly review. For the year ended December 31, 2023, Liberty TripAdvisor, Liberty Broadband and Atlanta Braves Holdings accrued aggregate management fees of $2.6 million, $6.5 million and $5.7 million, respectively, payable to our company under the relevant services agreement. In December 2019, each of Qurate Retail’s, Liberty TripAdvisor’s and Liberty Broadband’s services agreements were amended in connection with the 2019 Maffei Employment Agreement. Under the amended services agreements, our company is responsible for paying or providing annual base salary, perquisites and other employee benefits, severance benefits and certain reimbursements directly to Mr. Maffei, and a portion of these expenses are allocated to, and reimbursed by Liberty TripAdvisor and Liberty Broadband. Liberty TripAdvisor’s and Liberty Broadband’s allocable portions of Mr. Maffei’s 2023 compensation were 5% and 23%, respectively. Under the amended services agreements, each of Liberty TripAdvisor and Liberty Broadband establishes, and pays or grants directly to Mr. Maffei, that company’s allocable portion of his annual performance-based cash bonus, his annual equity-based awards and his Upfront Awards (as defined below), and reimburses Liberty Media for its allocable portion of the other components of Mr. Maffei’s compensation, which amounts are therefore not reflected in the “Summary Compensation Table” below, and are described in more detail below in “—Executive Compensation Arrangements—Gregory B. Maffei—2019 Employment Agreement.” The 2023 performance-based bonuses earned by and the 2023 annual equity-based awards granted to each of the other named executive officers (other than Mr. Malone) for services provided to Liberty TripAdvisor and Liberty Broadband were paid or granted directly by each respective Service Company. In July 2023, we entered into a services agreement with Atlanta Braves Holdings with substantially similar terms as those in the amended services agreements described above. Because the Split-Off occurred after Mr. Maffei’s 2023 annual performance-based cash bonus was established and his 2023 annual equity awards were granted, Atlanta Braves Holdings will establish or grant directly to Mr. Maffei its allocable portion of his annual performance-based cash bonus and annual equity awards beginning in 2024. Effective at the time of the Split-Off, Atlanta Braves Holdings began reimbursing Liberty Media for its allocable portion of the other components of Mr. Maffei’s compensation and became responsible for the payment of a portion of Mr. Maffei’s 2023 annual performance-based cash bonus initially allocated to our company when the bonus was established in March 2023. These amounts are therefore not reflected in the “Summary Compensation Table” below, and are described in more detail below in “—Executive Compensation Arrangements—Gregory B. Maffei—2019 Employment Agreement.” Similarly, beginning in 2024, Atlanta Braves Holdings will establish performance-based bonuses for or grant annual equity-based awards to each of the other named executive officers (other than Mr. Malone) for services provided to Atlanta Braves Holdings, but effective at the time of the Split-Off, Atlanta Braves Holdings became responsible for the payment of a portion of the 2023 performance-based bonuses earned by the other named executive officers initially allocated to our company when such bonuses were established in March 2023. Prior to the Split-Off our company’s allocable portion of Mr. Maffei’s compensation was 61% and following the Split-Off, our company’s and Atlanta Braves Holdings’ allocable portions of Mr. Maffei’s compensation was 54% and 7%, respectively.

  44. SETTING EXECUTIVE COMPENSATION

    | Pay-Setting | | • each element of the named executive officer’s compensation, including salary, performance-based bonus, equity compensation, perquisites and other personal benefits, and weights equity compensation most heavily; • the financial performance of our company compared to internal forecasts and budgets; • the scope of the named executive officer’s responsibilities; • the competitive nature of the compensation packages offered based on general industry knowledge of the media, telecommunications and entertainment industries and periodic use of survey information provided by Mercer; and • the performance of the group reporting to the named executive officer. |

  45. ELEMENTS OF 2023 EXECUTIVE COMPENSATION

    ELEMENTS OF 2023 EXECUTIVE COMPENSATION For 2023, the principal components of compensation for the named executive officers (other than Mr. Malone) were: • base salary; • a performance-based bonus, payable in cash; • with respect to Mr. Maffei, time-vested stock options and performance-based restricted stock units; • with respect to Mr. Rosenthaler, performance-based restricted stock units; • with respect to Mr. Wendling and Ms. Wilm, time-vested stock options, performance-based restricted stock units and time-based restricted stock units; • perquisites and other limited personal benefits; and • deferred compensation arrangements.

  46. 2023 PERFORMANCE-BASED BONUSES

    2023 PERFORMANCE-BASED BONUSES Overview. For 2023, our compensation committee 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 our company, Qurate Retail, Liberty TripAdvisor and Liberty Broadband (the Corporate Performance Bonus).

  47. 2023 PERFORMANCE-BASED BONUSES

    | Individual Performance Bonus (60% weighting) | | Corporate Performance Bonus (40% weighting) | | • Based on each named executive officers’ personal, department and corporate related goals • Named executive officer 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 named executive officer | | • 30% based on consolidated financial results of all subsidiaries and major investments within our company, Qurate Retail, Liberty TripAdvisor and Liberty Broadband • 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 |

  48. 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 our company and each of the Service Companies. For 2023, that bonus amount was split among, and payable directly by, our company, Qurate Retail, Liberty Broadband and Liberty TripAdvisor, with payment subject to the achievement of one or more performance metrics as determined by the applicable company’s compensation committee. In 2023, the portion of Mr. Maffei’s aggregate target bonus amount allocated to our company was 61% or $10,370,000. The portions of Mr. Maffei’s aggregate target bonus amount allocated to each of Qurate Retail, Liberty Broadband and Liberty TripAdvisor were 11% (or $1,870,000), 23% (or $3,910,000), and 5% (or $850,000), respectively. Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm were assigned by our compensation committee in March 2023 a maximum bonus opportunity under the performance-based bonus program, which would be allocated to and paid to each named executive officer directly by each of Liberty Media, Qurate Retail, Liberty Broadband 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 under this program was $20,740,000, $794,133, $1,452,945 and $1,467,327 for Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm, respectively (together with the modifications to our company’s allocable portion following the Split-Off that are described below, the LMC Maximum Performance Bonus). The LMC Maximum Performance Bonus amounts are up to 200% of Mr. Maffei’s target annual bonus allocated to our company under the 2019 Maffei Employment Agreement, and our 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 Qurate Retail, Liberty Broadband and Liberty TripAdvisor was $3,740,000, $7,820,000 and $1,700,000, respectively, for Mr. Maffei, $143,204, $299,427 and $65,093, respectively, for Mr. Wendling, $262,007, $547,832 and $119,094, respectively, for Mr. Rosenthaler and $264,600, $553,254 and $120,273, respectively, for Ms. Wilm. Following the Split-Off, 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 our company was reallocated to Atlanta Braves Holdings. Following such reallocation, the portion of Mr. Maffei’s aggregate target bonus amount allocated to each of our company and Atlanta Braves Holdings was 54% (or $9,180,000) and 7% (or $1,190,000), respectively, and the portion of the Maximum Performance Bonus allocated to our company and Atlanta Braves Holdings 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 Qurate Retail, Liberty Broadband and Liberty TripAdvisor remained the same. Each participant was entitled to receive from our company an amount (the LMC Maximum Individual Bonus) equal to 60% of the LMC Maximum Performance Bonus for that participant. The LMC 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 programs of the Service Companies, each participant was entitled to receive from the Service Companies a maximum individual bonus equal to 60% of his or her Maximum Performance Bonus allocable to each such 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 the Service Company. Our compensation committee believes this construct was appropriate in light of the services agreements with the Service Companies 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 LMC Maximum Corporate Bonus) equal to 40% of his or her LMC Maximum Performance Bonus, subject to reduction based on a determination of the consolidated corporate performance of our company and the Service Companies. Under the corollary programs of the Service Companies, each participant was entitled to receive from Qurate Retail, Liberty Broadband, Liberty TripAdvisor and Atlanta Braves Holdings a bonus that is 40% of the Service Company’s allocable portion of the Maximum Performance Bonus, which were subject to reduction based on a determination of the consolidated corporate performance of our company, Qurate Retail, Liberty Broadband, Liberty TripAdvisor and Atlanta Braves Holdings. In December 2023, our compensation committee and the compensation committees of the Service Companies, reviewed contemporaneously our respective named executive officers’ 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 to determine the reductions that would apply to each participant’s LMC 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. In evaluating the performance of each of the participants for determining the reduction that would apply to each named executive officer’s LMC Maximum Individual Bonus, the following performance objectives related to our company which had been assigned to each participant for 2023 were considered:

  49. 2023 PERFORMANCE-BASED BONUSES

    | GREGORY B. MAFFEI | | | President and Chief Executive Officer | | | Performance Objectives: • Provide leadership to management team to drive strategies, further enhance brand and increase shareholder value • Support Formula 1 management and Sirius XM management in strategic initiatives; within Formula 1, support the Las Vegas Grand Prix management team for the inaugural race • Pursue synergistic acquisition and investment opportunities • Pursue optimal capital structure for our company and subsidiaries, including development of additional capital funding strategies and sufficient liquidity, and assist with the same at subsidiaries and other interests as necessary | • Assist with strategy and succession planning at our company and subsidiaries; support development of our company’s management team • Oversee expansion of Atlanta Braves Holdings’ mixed use development and capital allocation; support management in public company readiness • Complete Split-Off of Atlanta Braves Holdings • Complete reclassification of Liberty Media tracking stocks, including the creation of the Liberty Live tracking stock • Continue to develop sustainability program for our company |

  50. 2023 PERFORMANCE-BASED BONUSES

    | BRIAN J. WENDLING | | | Principal Financial Officer and Chief Accounting Officer | | | Performance Objectives: • Ensure timely and accurate internal and external financial reports • Maintain a robust control environment at the corporate and subsidiary levels • Actively support accounting, treasury, financial and compliance teams at Sirius XM, Formula 1 and the Braves • Manage financial, accounting and compliance matters at Formula 1 | • Complete Split-Off of Atlanta Braves Holdings; establish periodic reporting capabilities for the new public company (financial reporting, audit committee preparation, board reporting) • Participate alongside other executives in evaluating potential acquisition targets and strategic investments, leading financial, accounting and controls due diligence when appropriate • Continue to improve cyber security profile and prepare for the new SEC cybersecurity rules |

  51. 2023 PERFORMANCE-BASED BONUSES

    | ALBERT E. ROSENTHALER | | | Former Chief Corporate Development Officer | | | Performance Objectives: • Lead corporate development efforts, including efforts involving Formula 1, Sirius XM and our company • Identify possible acquisition opportunities in motorsports or other sporting verticals; provide analysis and evaluation of potential transactions • Complete Split-Off of Atlanta Braves Holdings | • Complete reclassification of Liberty Media tracking stocks, including the creation of the Liberty Live tracking stock • Assist in analysis and implementation of various initiatives, including F1 Academy and Formula 1 Experiences |

  52. 2023 PERFORMANCE-BASED BONUSES

    | RENEE L. WILM | | | Chief Legal Officer and Chief Administrative Officer | | | Performance Objectives: • Evaluate and help drive strategic opportunities for corporate development; provide legal support for execution of selected opportunities • Oversee executive recruiting and talent development at our company and provide support to other departments in professional development efforts • Manage executive compensation arrangements, equity award programs and human resources function • Support corporate and subsidiary legal departments with regard to litigation, corporate matters and compliance matters; maintain strong communication across legal groups | • Complete Split-Off of Atlanta Braves Holdings • Complete reclassification of Liberty Media tracking stocks, including the creation of the Liberty Live tracking stock • Support treasury and management in evaluation of capital structures and liquidity solutions; provide legal support for execution of selected opportunities • Lead Formula 1 Las Vegas Grand Prix efforts for inaugural year, including oversight of construction, partnerships, and ticket sales • Continue to develop and refine active government affairs program • Support development of sustainability initiatives, including women-led executive team for the Formula 1 Las Vegas Grand Prix |

  53. 2023 PERFORMANCE-BASED BONUSES

    Our compensation committee then considered the time allocated and services provided by each named executive officer to (i) our company, or (ii) the applicable Service Company. See “—Services Agreements” above. Following a review of the above, our compensation committee determined to pay each participant the following portion of his or her LMC Maximum Individual Bonus:

  54. 2023 PERFORMANCE-BASED BONUSES

    | Name | LMC Maximum Individual Bonus | Percentage Payable | Aggregate Dollar Amount | | Gregory B. Maffei | $11,016,000 | 81.25% | $8,950,500 | | Brian J. Wendling | $421,802 | 81.25% | $342,714 | | Albert E. Rosenthaler | $771,728 | 81.25% | $627,030 | | Renee L. Wilm | $779,367 | 93.75% | $730,657 |

  55. 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 LMC 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 first reviewed forecasts of 2023 adjusted OIBDA (as defined below), revenue and free cash flow (financial measures) for Sirius XM, Braves Holdings, Formula 1, QVC, HSN, Inc., Cornerstone Brands, Inc., 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, 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.

  56. 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% |

  57. 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, Qurate Retail, Liberty Broadband, Liberty TripAdvisor and, Atlanta Braves Holdings, the compensation committees determined that the financial measures relating to the Operating Companies were achieved to the extent described below.

  58. 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% |

  59. 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 LMC Maximum Corporate Bonus related to financial measures, as follows:

  60. 2023 PERFORMANCE-BASED BONUSES

    | Name | LMC Maximum Corporate Bonus Related to Financial Measures | Percentage Payable | Aggregate Dollar Amount | | Gregory B. Maffei | $5,508,000 | 67% | $3,672,000 | | Brian J. Wendling | $210,901 | 67% | $140,601 | | Albert E. Rosenthaler | $385,864 | 67% | $257,243 | | Renee L. Wilm | $389,684 | 67% | $259,789 |

  61. 2023 PERFORMANCE-BASED BONUSES

    In December 2023, our compensation committee considered combined corporate-level achievements for our company and each of the Service Companies in determining that 9% of a possible 10% of a portion of the LMC 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:

  62. 2023 PERFORMANCE-BASED BONUSES

    | Name | LMC Maximum Corporate Bonus Related to Corporate-Level Achievements | Percentage Payable | Aggregate Dollar Amount | | Gregory B. Maffei | $1,836,000 | 90% | $1,652,400 | | Brian J. Wendling | $70,300 | 90% | $63,270 | | Albert E. Rosenthaler | $128,621 | 90% | $115,759 | | Renee L. Wilm | $129,895 | 90% | $116,905 |

  63. 2023 PERFORMANCE-BASED BONUSES

    Aggregate Results. The following table presents information concerning the aggregate 2023 performance-based bonus amounts payable to each named executive officer by our company (other than Mr. Malone), after giving effect to the determinations described above.

  64. 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 | $8,950,500 | $3,672,000 | $1,652,400 | $14,274,900 | | Brian J. Wendling | $342,714 | $140,601 | $63,270 | $546,585 | | Albert E. Rosenthaler | $627,030 | $257,243 | $115,759 | $1,000,032 | | Renee L. Wilm | $730,657 | $259,789 | $116,905 | $1,107,351 |

  65. 2023 PERFORMANCE-BASED BONUSES

    Our compensation committee then noted that, when combined with the total 2023 performance-based bonus amounts paid by the 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.

  66. EQUITY INCENTIVE COMPENSATION

    EQUITY INCENTIVE COMPENSATION The 2022 incentive plan provides, and the 2017 incentive plan before its replacement by the 2022 incentive plan, and the Liberty Media Corporation 2013 Incentive Plan (Amended and Restated as of March 31, 2015), as amended (the 2013 incentive plan, together with the 2022 incentive plan and the 2017 incentive plan, the existing incentive plans) before its expiration, provided, 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-based incentive awards (RSUs, restricted stock and options) as compared with cash incentive awards 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. In 2023, in consultation with the compensation committees of each of the Service Companies (except the compensation committee of Atlanta Braves Holdings given that the 2023 annual equity awards were granted prior to the Split-Off), our compensation committee determined to allocate to each of Qurate Retail, Liberty Broadband and Liberty TripAdvisor and for each such Service Company to grant directly to each named executive officer a proportionate share of the aggregate equity grant value given to each of Messrs. Wendling and Rosenthaler and Ms. Wilm based 50% on relative market capitalization and 50% on relative time spent by our company’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 all the companies by our compensation committee and the compensation committees of Qurate Retail, Liberty Broadband and Liberty TripAdvisor 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.

  67. Annual Equity Awards

    Annual Equity Awards The annual equity awards described below were granted prior to the Split-Off, the Formula One Distribution and the Reclassification. In connection with the Split-Off, annual equity awards granted with respect to our former Series C Liberty Braves common stock (BATRK) were substituted by Atlanta Braves Holdings into equity awards with respect to Atlanta Braves Holdings Series C common stock, subject to the same terms and conditions of the original equity award granted by our company. In connection with the Formula One Distribution, all annual equity awards with respect to FWONK were adjusted, subject to the antidilution provisions of the relevant incentive plan under which they were granted. In connection with the completion of the Reclassification, all annual equity awards with respect to FWONK (as such awards were adjusted in connection with the Formula One Distribution) and LSXMK were adjusted into equity awards with respect to both FWONK and LLYVK and LSXMK and LLYVK, as applicable, in each case, subject to the antidilution provisions of the relevant incentive plan under which they were granted and subject to the same terms and conditions as the original equity award. 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, our compensation committee considered a number of factors including the amount and structure of CEO compensation packages provided by companies in our industry, companies of comparable size and complexity, and companies that may compete with our company for executive talent. The compensation committee also considered the strategic direction and goals of our company and considered how best to incent achievement of those objectives. To further align Mr. Maffei’s interests with those of the other stockholders, the compensation committee 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 our company and the Service Companies in 2023 (except for Atlanta Braves Holdings because such grant occurred prior to the Split-Off) a combined target value equity award 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, our compensation committee granted a combination of time-vested stock options and performance-based RSUs to Mr. Maffei in satisfaction of our obligations under the 2019 Maffei Employment Agreement for 61% of Mr. Maffei’s aggregate annual equity award value for 2023, or $10,675,000. In accordance with the agreed upon allocation, $5,600,000 was granted in FWONK, $4,025,000 was granted in LSXMK, and $1,050,000 was granted in awards with respect to BATRK. As a result, our compensation committee granted to Mr. Maffei 369,606 options with respect to LSXMK (the 2023 Maffei LSXMK options, which, following the adjustments made in connection with the Reclassification, refer to options with respect to LSXMK and LLYVK), 80,610 performance-based RSUs with respect to FWONK (the 2023 Maffei FWONK RSUs, which, following the adjustments made in connection with the Reclassification, refer to performance-based RSUs with respect to FWONK and LLYVK) and 31,259 performance-based RSUs with respect to BATRK (the 2023 Maffei BATRK RSUs, which, following the Split-Off represented performance-based RSUs with respect to Atlanta Braves Holdings Series C common stock). The 2023 Maffei LSXMK options had a grant date of March 3, 2023, a term of seven years, and a base price of $31.19, which was the closing price of LSXMK on the grant date. In addition, the 2023 Maffei LSXMK Options vested in full on December 29, 2023, and were subject to other applicable terms and conditions for option grants as set forth in the 2019 Maffei Employment Agreement. The 2023 Maffei FWONK RSUs and 2023 Maffei BATRK RSUs had a grant date of March 3, 2023 and would vest only upon the attainment of the performance objectives described below. 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 FWONK RSUs and the compensation committee of the board of directors of Atlanta Braves Holdings approved vesting of all of the 2023 Maffei BATRK RSUs. For more information regarding the equity awards, see the “Grants of Plan-Based Awards” table below; “Executive Compensation—Compensation Discussion and Analysis—Elements of 2023 Executive Compensation—Equity Incentive Compensation—Annual Equity Awards—Maffei Annual Equity Awards” in Qurate Retail’s Definitive Proxy Statement on Schedule 14A with respect to its 2024 annual meeting of stockholders; “Executive Compensation—Compensation Discussion and Analysis—Elements of 2023 Executive Compensation—Equity Incentive Compensation—Annual Equity Awards—Maffei Annual Equity Awards” in Liberty TripAdvisor’s Definitive Proxy Statement on Schedule 14A with respect to its 2024 annual meeting of stockholders; “Executive Compensation—Compensation Discussion and Analysis—Elements of 2023 Executive Compensation—Equity Incentive Compensation—Annual Equity Awards—Maffei Annual Equity Awards” in Liberty Broadband’s Definitive Proxy Statement on Schedule 14A with respect to its 2024 annual meeting of stockholders; and “Executive Compensation—Compensation Discussion and Analysis—Elements of 2023 Executive Compensation—Equity Incentive Compensation—Annual Equity Awards—Maffei Annual Equity Awards” in Atlanta Brave’s Holdings’ Definitive Proxy Statement on Schedule 14A with respect to its 2024 annual meeting of stockholders. Chief Performance Awards. Consistent with our practice since December 2014 of granting a combination of multiyear stock options and annual performance awards to senior officers, in March 2023, our compensation committee granted to Messrs. Wendling and Rosenthaler and Ms. Wilm, 5,284, 9,545 and 9,545 performance-based RSUs with respect to LSXMK (which, following the adjustments made in connection with the Reclassification, refer to performance-based RSUs with respect to LSXMK and LLYVK), respectively, 1,500, 2,709 and 2,709 performance-based RSUs with respect to BATRK (which, following the Split-Off represented performance-based RSUs with respect to Atlanta Braves Holdings), respectively, and 3,626, 6,550 and 6,550 performance-based RSUs with respect to FWONK (which, following the adjustments made in connection with the Reclassification, refer to performance-based RSUs with respect to FWONK and LLYVK), respectively, on March 3, 2023 (collectively, the 2023 Chief RSUs). The 2023 Chief RSUs would vest subject to the satisfaction of the performance objectives described below.

  68. Annual Equity Awards

    Our compensation committee reviewed the 2023 financial performance of our company along with the 2023 personal performance of Messrs. Wendling and Rosenthaler and Ms. Wilm and considered the recommendations from Mr. Maffei, who 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 (with the compensation committee of the board of directors of Atlanta Braves Holdings approving the vesting of the BATRK RSUs).

  69. Multiyear Equity Awards

    Multiyear Equity Awards Our compensation committee makes larger equity award grants (equaling approximately three to four years’ value of the named executive officer’s annual grants) that vest over such years, rather than making annual grants over the same period. These multiyear grants may provide for delayed vesting and, when granted as stock options, 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. Prior Chief Multiyear Awards. Messrs. Wendling and Rosenthaler and Ms. Wilm each received a multiyear stock option award in December 2020, which equaled the value of, for Messrs. Wendling and Rosenthaler, the annual grants that were expected to be granted to each for the period from January 1, 2021 through December 31, 2023, and for Ms. Wilm, a top up in value over grants already made for the same period to reflect the increased responsibilities associated with her new role beginning in 2021 of Chief Administrative Officer. One-half of each named executive officer’s options vested on each of December 10, 2022 and December 10, 2023. See the “Outstanding Equity Awards at Fiscal-Year End” table below for more information about the 2020 NEO Multiyear Options. 2023 Chief Multiyear Options and RSUs. Mr. Wendling and Ms. Wilm each received the following multiyear stock option award and multiyear RSU award in December 2023 (the 2023 Chief Multiyear Options and 2023 Chief 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 by each of our company and, as described in more detail below, Qurate Retail:

  70. Multiyear Equity Awards

    | | Multiyear Options | | Multiyear RSUs | | | | Name | FWONK | LLYVK | FWONK | LSXMK | LLYVK | | Brian J. Wendling | 27,321 | 8,422 | 11,149 | 16,794 | 3,397 | | Renee L. Wilm | 53,310 | 16,434 | 21,753 | 32,768 | 6,629 |

  71. Multiyear Equity Awards

    The 2023 Chief Multiyear Options have exercise prices of $62.92 with respect to FWONK and $33.97 with respect to LLYVK, vest in substantially equal installments on each of December 8, 2024, December 8, 2025 and December 8, 2026 and expire on the seventh anniversary of the grant date. The 2023 Chief Multiyear RSUs vest in substantially equal installments on each of December 9, 2024, December 9, 2025 and December 9, 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 Chief Multiyear Options and 2023 Chief Multiyear RSUs. Given Mr. Rosenthaler’s retirement, Mr. Rosenthaler did not receive multiyear option or RSU awards. Qurate Retail will reimburse Liberty Media for a portion of the grant date fair value of Mr. Wendling’s and Ms. Wilm’s 2023 Chief Multiyear Options and 2023 Chief Multiyear RSUs (approximately $333,832 and $651,380, respectively), which reimbursements have been and will be paid quarterly over 2024. Due to the timing of these grants and Mr. Rosenthaler’s retirement, Qurate Retail would not have granted multiyear awards to Mr. Rosenthaler. 2023 Chief Supplemental Multiyear RSUs. In order to supplement the intended value of the 2020 NEO Multiyear Options, Mr. Wendling and Ms. Wilm received 4,328 and 7,818 time-based FWONK RSUs, respectively and 3,569 and 6,446 LLYVK time-based RSUs, respectively, on December 8, 2023 (collectively, the 2023 Chief Supplemental RSUs). Thirty-three percent of the 2023 Chief Supplemental RSUs vested on December 14, 2023, 33% will vest on December 9, 2024 and 34% will vest on December 9, 2025. See the “Grants of Plan-Based Awards” and the “Outstanding Equity Awards at Fiscal Year-End” tables below for more information about the 2023 Chief Supplemental RSUs. Given Mr. Rosenthaler’s retirement, Mr. Rosenthaler did not receive supplemental RSU awards.

  72. 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, such as matching contributions to the Liberty Media 401(k) Savings Plan and the payment of life insurance premiums) consist of: • limited personal use of corporate aircraft; • in the case of Mr. Maffei, payment of legal expenses pertaining to his employment arrangement; • occasional, personal use of an apartment in New York City owned by a subsidiary of our company, which is primarily used for business purposes, and occasional, personal use of a company car and driver; • a deferred compensation plan; and • in the case of Mr. Malone, an annual allowance of $1 million for personal expenses provided pursuant to the terms of his employment agreement (see “—Executive Compensation Arrangements—John C. Malone”). Taxable income may be incurred by our executives in connection with their receipt of perquisites and personal benefits. Other than as contemplated by Mr. Malone’s employment agreement, we have not provided gross-up payments to our executives in connection with any such taxable income incurred during the past three years. Aircraft Usage. On occasion, and with the appropriate approvals, executives may have family members and other guests accompany them on our corporate aircraft when traveling on business. Under the terms of the employment arrangements with our Chairman and our Chief Executive Officer, our Chairman and our Chief Executive Officer and their guests may use the corporate aircraft for non-business purposes subject to specified limitations. Pursuant to a February 5, 2013 letter agreement between us 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, 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 us and Mr. Maffei, Mr. Maffei was entitled to 50 additional hours per year of personal flight time if he reimbursed us for such usage through the first to occur of (i) the termination of his employment 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 our company’s 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 our 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 our company 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. The cost of Mr. Malone’s personal use of our corporate aircraft, calculated in accordance with SIFL, counts toward his $1 million personal expense allowance (described above). For disclosure purposes, we determine the aggregate incremental cost to our company 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 our company’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 our aircraft time sharing agreements with Qurate Retail, Liberty TripAdvisor, Liberty Broadband and Atlanta Braves Holdings, each of these companies pays us for any costs, calculated in accordance with Part 91 of the Federal Aviation Regulations, associated with Mr. Malone or Mr. Maffei using our corporate aircraft that are allocable to such company. For Mr. Maffei, allocations made to Qurate Retail, Liberty TripAdvisor, Liberty Broadband and Atlanta Braves Holdings include his corporate aircraft use relating to such company’s business matters and each Service Company’s allocable portion of the approved personal use of our aircraft. Pursuant to our aircraft time sharing agreements with Mr. Maffei, Mr. Maffei was responsible for reimbursing us 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 our 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 we may deduct 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.

  73. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  74. SUMMARY COMPENSATION TABLE

    | Name and Principal Position (as of 12/31/23) | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6)(7)(8) | Total ($) | | John C. Malone Chairman of the Board | 2023 | 2,925 | — | — | — | — | 151,022 | 1,111,591(9) | 1,265,538 | | | 2022 | 2,925 | — | — | — | — | 167,083 | 1,140,354(9) | 1,310,362 | | | 2021 | 2,925 | — | — | — | — | 181,387 | 933,432(9) | 1,117,744 | | Gregory B. Maffei President and Chief Executive Officer | 2023 | 1,620,000 | — | 7,131,983 | 3,822,432 | 14,274,900 | 1,111,010 | 694,868(10)(11) | 28,655,193 | | | 2022 | 1,470,000 | — | — | 7,800,250 | 11,703,650 | 699,014 | 690,093(10)(11) | 22,363,007 | | | 2021 | 1,230,000 | — | 3,954,951 | 3,521,474 | 11,709,600 | 667,127 | 492,617(10)(11) | 21,575,769 | | Brian J. Wendling Principal Financial Officer and Chief Accounting Officer | 2023 | 507,725 | — | 2,146,693 | 817,515 | 546,585 | 184,560 | 27,785 | 4,230,863 | | | 2022 | 495,946 | — | 342,937 | — | 426,792 | 146,169 | 26,498 | 1,438,342 | | | 2021 | 535,670 | — | 337,126 | — | 396,065 | 143,037 | 27,332 | 1,439,230 | | Albert E. Rosenthaler Former Chief Corporate Development Officer | 2023 | 1,119,483 | — | 883,043 | — | 1,000,032 | 14,784 | 38,093 | 3,055,435 | | | 2022 | 1,032,147 | — | 619,463 | — | 780,859 | — | 39,602 | 2,472,071 | | | 2021 | 891,966 | — | 608,985 | — | 724,639 | — | 36,078 | 2,261,668 | | Renee L. Wilm(12) Chief Legal Officer and Chief Administrative Officer | 2023 | 1,070,427 | — | 4,060,747 | 1,595,182 | 1,107,351 | — | 30,892 | 7,864,599 | | | 2022 | 1,009,837 | — | 619,463 | — | 864,545 | — | 28,473 | 2,522,318 | | | 2021 | 881,280 | — | 608,985 | — | 758,782 | — | 24,568 | 2,273,615 |

  75. SUMMARY COMPENSATION TABLE

    (1) Represents only that portion of each named executive officer’s salary that was allocated to our company with respect to the years ended December 31, 2023, 2022 and 2021. The portion of Mr. Maffei’s base salary attributable to the former Braves Group is reported in the “Summary Compensation Table” in Atlanta Braves Holdings’ Definitive Proxy Statement on Schedule 14A with respect to its 2024 annual meeting of stockholders. For a description of the allocation of compensation between our company each of the Service Companies for 2023, 2022 and 2021, see “—Compensation Discussion and Analysis—Services Agreements” above. (2) Reflects, as applicable, the grant date fair value of the RSUs and restricted shares granted to our named executive officers during 2023, 2022 and 2021. The table reflects the grant date fair value of the 2023 Maffei FWONK RSUs, 2023 Maffei BATRK RSUs, 2023 Chief RSUs, 2023 Chief Multiyear RSUs, 2023 Chief Supplemental RSUs, the performance-based RSUs granted to Mr. Maffei in 2021 with respect to shares of FWONK and BATRK stock in satisfaction of our obligations under the 2019 Maffei Employment agreement and the performance-based RSUs granted to Messrs. Wendling and Rosenthaler and Ms. Wilm in 2022 and 2021. A maximum payout equal to 1.5 times the target number of 2023 Maffei FWONK RSUs, 2023 Maffei BATRK RSUs and the performance-based RSUs granted to Mr. Maffei in 2021 with respect to shares of FWONK and BATRK, or $9,083,135, $1,614,840, $4,462,500 and $1,312,500, respectively, of grant value was established. 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 14 to our consolidated financial statements for the year ended December 31, 2023 (which are included in our 2023 Form 10-K). (3) The grant date fair value of 2023, 2022 and 2021 stock option awards, including the 2023 Chief Multiyear Options, the options granted to Mr. Maffei in 2022 with respect to shares of FWONK, LSXMK and BATRK and the options granted to Mr. Maffei in 2021 with respect to LSXMK, in each case, in satisfaction of our obligations under the 2019 Maffei Employment Agreement, 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 14 to our consolidated financial statements for the year ended December 31, 2023 (which are included in the 2023 Form 10-K). (4) Represents each named executive officer’s annual performance-based bonus. For a description of our allocable portion of the annual performance-based bonuses for 2023 (and the impact of the Split-Off thereon), see “—Executive Compensation—2023 Performance-Based Bonuses.” (5) Reflects the above-market earnings credited during 2023, 2022 and 2021 to the deferred compensation accounts of each applicable named executive officer. See “—Compensation Discussion and Analysis—Elements of 2023 Executive Compensation—Deferred Compensation,” “Executive Compensation—Executive Compensation Arrangements—John C. Malone,” and the “Nonqualified Deferred Compensation Plans” table below. Included in this column are the following life insurance premiums paid on behalf of each of the named executive officers and allocated to our company under the 2019 Maffei Employment Agreement and the applicable amended services agreements. The portion of Mr. Maffei’s 2023 life insurance premium attributable to the former Braves Group is reported in the “Summary Compensation Table” in Atlanta Braves Holdings’ Definitive Proxy Statement on Schedule 14A with respect to its 2024 annual meeting of stockholders.

  76. SUMMARY COMPENSATION TABLE

    | | Amounts ($) | | | | Name | 2023 | 2022 | 2021 | | John C. Malone | 2,781 | 2,781 | 2,781 | | Gregory B. Maffei | 4,063 | 3,687 | 3,085 | | Brian J. Wendling | 2,045 | 2,098 | 1,522 | | Albert E. Rosenthaler | 7,073 | 6,847 | 6,094 | | Renee L. Wilm | 1,522 | 1,522 | 1,368 |

  77. SUMMARY COMPENSATION TABLE

    (7) We make available to our personnel, including our named executive officers, tickets to various sporting events with no aggregate incremental cost attributable to any single person. Beginning in 2020, our company’s named executive officers were afforded the opportunity to use a portion of Liberty Media’s fractional ownership contract with NetJets for personal use, provided that each such named executive officer or director was responsible for reimbursing Liberty Media for costs associated therewith. This opportunity expired on February 28, 2021. However, from time to time, with the approval of the Chief Executive Officer, our named executive officers are permitted to use a portion of our NetJets contract for personal use, provided they reimburse Liberty Media for costs associated therewith. (8) 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 we contribute 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 receives reimbursements from Qurate Retail under the Qurate Retail Services Agreement for Qurate Retail’s allocable portion of the matching contribution for all of the named executive officers and from the other Service Companies under their respective services agreements for their respective allocable portion of the matching contributions for Mr. Maffei. Participant contributions to the Liberty Media 401(k) Savings Plan are fully vested upon contribution. Generally, participants acquire a vested right in our matching contributions as follows:

  78. SUMMARY COMPENSATION TABLE

    | Years of Service | Vesting Percentage | | Less than 1 | 0% | | 1 - 2 | 33% | | 2 - 3 | 66% | | 3 or more | 100% |

  79. SUMMARY COMPENSATION TABLE

    Included in this column, with respect to each named executive officer are the below matching contributions made by and allocated to our company under the Liberty Media 401(k) Savings Plan in 2023, 2022 and 2021. The portion of Mr. Maffei’s 401(k) matching contribution attributable to the former Braves Group is reported in the “Summary Compensation Table” in Atlanta Braves Holdings’ Definitive Proxy Statement on Schedule 14A with respect to its 2024 annual meeting of stockholders.

  80. SUMMARY COMPENSATION TABLE

    | | Amounts ($) | | | | Name | 2023 | 2022 | 2021 | | John C. Malone | 24,750 | 22,875 | 21,750 | | Gregory B. Maffei | 17,820 | 14,945 | 11,890 | | Brian J. Wendling | 25,740 | 24,400 | 25,810 | | Albert E. Rosenthaler | 31,020 | 27,755 | 23,490 | | Renee L. Wilm | 29,370 | 26,951 | 23,200 |

  81. SUMMARY COMPENSATION TABLE

    With respect to these matching contributions, all of our named executive officers are fully vested. Includes the following amounts which were allocated to our company under the Qurate Retail Services Agreement:

  82. SUMMARY COMPENSATION TABLE

    | | Amounts ($) | | | | | 2023 | 2022 | 2021 | | Reimbursement for personal legal, accounting and tax services | 45,000 | 45,000 | 45,000 | | Compensation related to personal use of corporate aircraft(a) | 391,767 | 400,904 | 180,308 | | Tax payments made on behalf of Mr. Malone | 643,841 | 665,306 | 680,663 |

  83. SUMMARY COMPENSATION TABLE

    (a) Calculated based on aggregate incremental cost of such usage to our company. Also includes miscellaneous personal expenses, such as courier charges. (10) Includes the below amounts which were allocated to our company under the 2019 Maffei Employment Agreement for 2023, 2022 and 2021. The portion attributable to the former Braves Group is reported in the “Summary Compensation Table” in Atlanta Braves Holdings’ Definitive Proxy Statement on Schedule 14A with respect to its 2024 annual meeting of stockholders.

  84. SUMMARY COMPENSATION TABLE

    | | Amounts ($) | | | | | 2023 | 2022 | 2021 | | Compensation related to personal use of corporate aircraft(a) | 665,965 | 668,227 | 470,836 |

  85. SUMMARY COMPENSATION TABLE

    (a) Calculated based on aggregate incremental cost of such usage to our company. (11) We own an apartment in New York City which is primarily used for business purposes. Mr. Maffei occasionally used this apartment for personal reasons during the years indicated above. From time to time, we pay the cost of miscellaneous shipping and catering expenses for Mr. Maffei. Ms. Wilm assumed the role of Chief Administrative Officer in January 2021.

  86. 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., Belgium, Canada, Malaysia, Philippines, Poland, Romania and the United Kingdom, representing all full-time, part-time, seasonal and temporary employees employed by our company and our consolidated subsidiaries, Sirius XM, Formula 1, Las Vegas Grand Prix and LV Diamond Property, on that date. Using information from our payroll records and Form W-2s (or its equivalent for non-U.S. employees), 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 that 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:

  87. PAY RATIO INFORMATION

    | Chief Executive Officer Total Annual Compensation | $28,655,193 | | Median Employee Total Annual Compensation | $154,085 | | Ratio of Chief Executive Officer to Median Employee Total Annual Compensation | 186:1 |

  88. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table contains information regarding plan-based incentive awards granted during the year ended December 31, 2023 to the named executive officers (other than Mr. Malone, who did not receive any grants). Upon completion of the Split-Off, awards with respect to BATRK are no longer outstanding at our company as they were adjusted pursuant to the anti-dilution provisions of the incentive plan under which the awards were granted, such that the applicable award was substituted for an award with respect to an equivalent number of shares of the corresponding series of Atlanta Braves Holdings common stock. References to FWONK and LSXMK in the following table, in each case where the “Grant Date” is March 3, 2023, mean FWONK and LSXMK, respectively, as they existed prior to the Reclassification. Following the Formula One Distribution, the FWONK awards granted on March 3, 2023 were adjusted pursuant to the anti-dilution provision of the incentive plan under which the applicable award was granted. Upon the completion of the Reclassification, the LSXMK awards and FWONK awards (as adjusted in connection with the Formula One Distribution), in each case, granted on March 3, 2023, were adjusted pursuant to the anti-dilution provision of the incentive plan under which the awards were granted, such that a LSXMK award was adjusted into corresponding LSXMK and LLYVK awards and a FWONK award was adjusted into corresponding FWONK and LLYVK awards.

  89. GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date | 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 ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($)(1) | Target ($)(1) | Maximum ($)(1) | Threshold (#)(2) | Target (#)(2) | Maximum (#) | | | | | | Gregory B. Maffei | | | | | | | | | | | | | | 03/03/2023(3) | — | 10,370,000 | 20,740,000 | — | — | — | — | — | — | — | | FWONK | 03/03/2023(4) | — | — | — | — | 80,610 | 120,915 | — | — | — | 6,055,423 | | LSXMK | 03/03/2023 | — | — | — | — | — | — | — | 369,606(5) | 31.19 | 3,822,432 | | BATRK | 03/03/2023(4) | — | — | — | — | 31,259 | 46,889 | — | — | — | 1,076,560 | | Brian J. Wendling | | | | | | | | | | | | | | 03/03/2023(3) | — | 397,067 | 794,133 | — | — | — | — | — | — | — | | FWONK | 03/03/2023(4) | — | — | — | — | 3,626 | — | — | — | — | 272,385 | | LSXMK | 03/03/2023(4) | — | — | — | — | 5,284 | — | — | — | — | 164,808 | | BATRK | 03/03/2023(4) | — | — | — | — | 1,500 | — | — | — | — | 51,660 | | FWONK | 12/08/2023 | — | — | — | — | — | — | 11,149(6) | — | — | 701,495 | | LSXMK | 12/08/2023 | — | — | — | — | — | — | 16,794(6) | — | — | 447,392 | | LLYVK | 12/08/2023 | — | — | — | — | — | — | 3,397(6) | — | — | 115,396 | | FWONK | 12/08/2023 | — | — | — | — | — | — | 4,328(7) | — | — | 272,318 | | LLYVK | 12/08/2023 | — | — | — | — | — | — | 3,569(7) | — | — | 121,239 | | FWONK | 12/08/2023 | — | — | — | — | — | — | — | 27,321(8) | 62.92 | 702,089 | | LLYVK | 12/08/2023 | — | — | — | — | — | — | — | 8,422(8) | 33.97 | 115,426 | | Albert E.Rosenthaler | | | | | | | | | | | | | | 03/03/2023(3) | — | 726,473 | 1,452,945 | — | — | — | — | — | — | — | | FWONK | 03/03/2023(4) | — | — | — | — | 6,550 | — | — | — | — | 492,036 | | LSXMK | 03/03/2023(4) | — | — | — | — | 9,545 | — | — | — | — | 297,709 | | BATRK | 03/03/2023(4) | — | — | — | — | 2,709 | — | — | — | — | 93,298 | | Renee L. Wilm | | | | | | | | | | | | | | 03/03/2023(3) | — | 733,664 | 1,467,327 | — | — | — | — | — | — | — | | FWONK | 03/03/2023(4) | — | — | — | — | 6,550 | — | — | — | — | 492,036 | | LSXMK | 03/03/2023(4) | — | — | — | — | 9,545 | — | — | — | — | 297,709 | | BATRK | 03/03/2023(4) | — | — | — | — | 2,709 | — | — | — | — | 93,298 | | FWONK | 12/08/2023 | — | — | — | — | — | — | 21,753(6) | — | — | 1,368,699 | | LSXMK | 12/08/2023 | — | — | — | — | — | — | 32,768(6) | — | — | 872,940 | | LLYVK | 12/08/2023 | — | — | — | — | — | — | 6,629(6) | — | — | 225,187 | | FWONK | 12/08/2023 | — | — | — | — | — | — | 7,818(7) | — | — | 491,909 | | LLYVK | 12/08/2023 | — | — | — | — | — | — | 6,446(7) | — | — | 218,971 | | FWONK | 12/08/2023 | — | — | — | — | — | — | — | 53,310(8) | 62.92 | 1,369,949 | | LLYVK | 12/08/2023 | — | — | — | — | — | — | — | 16,434(8) | 33.97 | 225,233 |

  90. GRANTS OF PLAN-BASED AWARDS

    Our 2023 performance-based bonus program does not provide for a threshold bonus amount. The amounts in the Target column represent the target amount that would have been payable to each named executive officer upon satisfaction of the performance criteria under the 2023 performance-based bonus program. The amounts in the Maximum column represent the maximum amount that could have been payable to each executive officer. These amounts are based on the portion of the named executive officers’ 2023 compensation allocated to our company in March 2023, when the performance-based bonus program was established. Following the Split-Off, a portion of the named executive officers’ 2023 compensation was reallocated from our company to, and ultimately paid by, Atlanta Braves Holdings. For more information on this performance bonus program and the subsequent reallocation to Atlanta Braves Holdings of a portion thereof, see “—Compensation Discussion and Analysis—Elements of 2023 Executive Compensation—2023 Performance-based Bonuses” above. For the actual bonuses paid by our company see the amounts included for 2023 in the column entitled Non-Equity Incentive Plan Compensation in the “Summary Compensation Table” above. (2) The terms of the 2023 Maffei FWONK RSUs, 2023 Maffei BATRK RSUs and 2023 Chief RSUs do not provide for a threshold amount that would be payable upon satisfaction of the performance criteria established by the compensation committee. With respect to the 2023 Maffei FWONK RSUs, 2023 Maffei BATRK RSUs and 2023 Chief RSUs, the amount in the Target column represents the target amount that would have been payable to the named executive officer assuming achievement of the target performance goals. For the actual 2023 Maffei FWONK RSUs, 2023 Maffei BATRK RSUs and 2023 Chief RSUs that vested see “—Compensation Discussion and Analysis—Elements of 2023 Executive Compensation—Equity Incentive Compensation—Annual Equity Awards.” (3) Reflects the date on which our compensation committee established the terms of the 2023 performance-based bonus program, as described under “—Compensation Discussion and Analysis—Elements of 2023 Executive Compensation—2023 Performance-based Bonuses.” (4) Reflects the date on which our compensation committee established the terms of the 2023 Maffei FWONK RSUs, 2023 Maffei BATRK RSUs and 2023 Chief RSUs as described under “—Compensation Discussion and Analysis—Elements of 2023 Executive Compensation—Equity Incentive Compensation—Annual Equity Awards” above. (5) Reflects the 2023 Maffei LSXMK Options, which vested in full on December 29, 2023. (6) Reflects the 2023 Chief Multiyear RSUs, which vest in substantially equal installments on each of December 9, 2024, December 9, 2025 and December 9, 2026. (7) Reflects the 2023 Chief Supplemental RSUs, which vested 33% on December 14, 2023, and will vest 33% on December 9, 2024 and 34% on December 9, 2025. Reflects the 2023 Chief Multiyear Options, which vest in substantially equal installments on each of December 8, 2024, December 8, 2025 and December 8, 2026.

  91. 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 (with the exception of John C. Malone, who had no outstanding equity awards as of December 31, 2023).

  92. 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 | | | | | | | | | | | FWONK | 171,609 | — | — | 33.20 | 03/30/2024 | — | — | — | — | | LLYVK | 7,348 | — | — | 15.80 | 03/30/2024 | — | — | — | — | | LSXMK | 922,319 | — | — | 25.87 | 05/11/2024 | — | — | — | — | | LSXMK | 23,081 | — | — | 25.87 | 05/11/2024 | — | — | — | — | | LLYVK | 230,708 | — | — | 39.57 | 05/11/2024 | — | — | — | — | | LLYVK | 5,773 | — | — | 39.57 | 05/11/2024 | — | — | — | — | | FWONK | 138,899 | — | — | 31.31 | 03/05/2025 | — | — | — | — | | LLYVK | 5,944 | — | — | 14.89 | 03/05/2025 | — | — | — | — | | LSXMK | 650,781 | — | — | 29.89 | 03/05/2025 | — | — | — | — | | LLYVK | 162,570 | — | — | 45.73 | 03/05/2025 | — | — | — | — | | FWONK | 205,522 | — | — | 33.22 | 03/06/2026 | — | — | — | — | | FWONK | 20,835 | — | — | 33.22 | 03/06/2026 | — | — | — | — | | LLYVK | 8,800 | — | — | 15.81 | 03/06/2026 | — | — | — | — | | LLYVK | 892 | — | — | 15.81 | 03/06/2026 | — | — | — | — | | LSXMK | 97,520 | — | — | 28.51 | 03/06/2026 | — | — | — | — | | LSXMK | 407,169 | — | — | 28.51 | 03/06/2026 | — | — | — | — | | LLYVK | 24,382 | — | — | 43.61 | 03/06/2026 | — | — | — | — | | LLYVK | 101,802 | — | — | 43.61 | 03/06/2026 | — | — | — | — | | FWONK | 590,129 | — | — | 42.92 | 12/15/2026 | — | — | — | — | | LLYVK | 25,266 | — | — | 20.42 | 12/15/2026 | — | — | — | — | | LSXMK | 953,043 | — | — | 33.14 | 12/15/2026 | — | — | — | — | | LLYVK | 238,309 | — | — | 50.69 | 12/15/2026 | — | — | — | — | | FWONK | 246,726 | — | — | 28.00 | 03/11/2027 | — | — | — | — | | LLYVK | 10,560 | — | — | 13.32 | 03/11/2027 | — | — | — | — | | LSXMK | 398,666 | — | — | 28.04 | 03/11/2027 | — | — | — | — | | LLYVK | 99,563 | — | — | 42.90 | 03/11/2027 | — | — | — | — | | FWONK | — | 545,627(1) | — | 42.10 | 12/10/2027 | — | — | — | — | | LLYVK | — | 23,360(1) | — | 20.03 | 12/10/2027 | — | — | — | — | | LSXMK | — | 684,068(1) | — | 29.63 | 12/10/2027 | — | — | — | — | | LLYVK | — | 170,918(1) | — | 45.33 | 12/10/2027 | — | — | — | — | | LSXMK | 263,769 | — | — | 31.89 | 03/10/2028 | — | — | — | — | | LLYVK | 65,947 | — | — | 48.78 | 03/10/2028 | — | — | — | — | | FWONK | 181,658 | — | — | 56.44 | 03/09/2029 | — | — | — | — | | LLYVK | 7,779 | — | — | 26.85 | 03/09/2029 | — | — | — | — | | LSXMK | 218,278 | — | — | 31.51 | 03/09/2029 | — | — | — | — | | LLYVK | 54,569 | — | — | 48.20 | 03/09/2029 | — | — | — | — | | LSXMK | 381,945 | — | — | 21.94 | 03/03/2030 | — | — | — | — | | LLYVK | 95,427 | — | — | 33.56 | 03/03/2030 | — | — | — | — | | RSU Awards | | | | | | | | | | | FWONK | — | — | — | — | — | — | — | 83,000(2) | 5,239,790 | | LLYVK | — | — | — | — | — | — | — | 3,552(2) | 132,809 | | Brian J. Wendling | | | | | | | | | | | Option Awards | | | | | | | | | | | FWONK | 14,509 | — | — | 42.10 | 12/10/2027 | — | — | — | — | | LLYVK | 621 | — | — | 20.03 | 12/10/2027 | — | — | — | — | | LSXMK | 35,344 | — | — | 29.63 | 12/10/2027 | — | — | — | — | | LLYVK | 8,830 | — | — | 45.33 | 12/10/2027 | — | — | — | — | | FWONK | — | 27,321(3) | — | 62.92 | 12/08/2030 | — | — | — | — | | LLYVK | — | 8,422(3) | — | 33.97 | 12/08/2030 | — | — | — | — |

  93. 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 ($) | | RSU Awards | | | | | | | | | | | FWONK | — | — | — | — | — | — | — | 3,733(2) | 235,664 | | LLYVK | — | — | — | — | — | — | — | 159(2) | 5,945 | | LSXMK | — | — | — | — | — | — | — | 5,284(2) | 152,074 | | LLYVK | — | — | — | — | — | — | — | 1,321(2) | 49,392 | | FWONK | — | — | — | — | — | 11,149(4) | 703,836 | — | — | | LSXMK | — | — | — | — | — | 16,794(4) | 483,331 | — | — | | LLYVK | — | — | — | — | — | 3,397(4) | 127,014 | — | — | | FWONK | — | — | — | — | — | 2,900(5) | 183,077 | — | — | | LLYVK | — | — | — | — | — | 2,392(5) | 89,437 | — | — | | Albert E. Rosenthaler | | | | | | | | | | | Option Awards | | | | | | | | | | | LSXMK | 40,471 | — | — | 27.58 | 03/20/2024 | — | — | — | — | | LLYVK | 10,115 | — | — | 42.19 | 03/20/2024 | — | — | — | — | | FWONK | 54,422 | — | — | 42.10 | 12/10/2027 | — | — | — | — | | LLYVK | 2,244 | — | — | 20.03 | 12/10/2027 | — | — | — | — | | LSXMK | 63,846 | — | — | 29.63 | 12/10/2027 | — | — | — | — | | LLYVK | 15,952 | — | — | 45.33 | 12/10/2027 | — | — | — | — | | RSU Awards | | | | | | | | | | | FWONK | — | — | — | — | — | — | — | 6,744(2) | 425,749 | | LLVYK | — | — | — | — | — | — | — | 288(2) | 10,768 | | LSXMK | — | — | — | — | — | — | — | 9,545(2) | 274,705 | | LLYVK | — | — | — | — | — | — | — | 2,386(2) | 89,213 | | Renee L. Wilm | | | | | | | | | | | Option Awards | | | | | | | | | | | FWONK | 75,010 | — | — | 42.06 | 11/13/2026 | — | — | — | — | | LLYVK | 3,211 | — | — | 20.01 | 11/13/2026 | — | — | — | — | | LSXMK | 91,391 | — | — | 33.05 | 11/13/2026 | — | — | — | — | | LLYVK | 22,855 | — | — | 50.55 | 11/13/2026 | — | — | — | — | | FWONK | 14.116 | — | — | 42.10 | 12/10/2027 | — | — | — | — | | LLYVK | 604 | — | — | 20.03 | 12/10/2027 | — | — | — | — | | LSXMK | 17,192 | — | — | 29.63 | 12/10/2027 | — | — | — | — | | LLYVK | 4,295 | — | — | 45.33 | 12/10/2027 | — | — | — | — | | FWONK | — | 53,310(3) | — | 62.92 | 12/08/2030 | — | — | — | — | | LLYVK | — | 16,434(3) | — | 33.97 | 12/08/2030 | — | — | — | — | | RSU Awards | | | | | | | | | | | FWONK | — | — | — | — | — | — | — | 6,744(2) | 425,749 | | LLYVK | — | — | — | — | — | — | — | 288(2) | 10,768 | | LSXMK | — | — | — | — | — | — | — | 9,545(2) | 274,705 | | LLYVK | — | — | — | — | — | — | — | 2,386(2) | 89,213 | | FWONK | — | — | — | — | — | 21,753(4) | 1,373,267 | — | — | | LSXMK | — | — | — | — | — | 32,768(4) | 943,063 | — | — | | LLYVK | — | — | — | — | — | 6,629(4) | 247,858 | — | — | | FWONK | — | — | — | — | — | 5,239(5) | 330,738 | — | — | | LLYVK | — | — | — | — | — | 4,319(5) | 161,487 | — | — |

  94. 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 FWONK 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 the 2023 Chief Multiyear Options, which vest in substantially equal installments on each of December 8, 2024, December 8, 2025 and December 8, 2026. (4) Represents the 2023 Chief Multiyear RSUs, which vest in substantially equal installments on each of December 9, 2024, December 9, 2025 and December 9, 2026. Represents the remaining tranches of the 2023 Chief Supplemental RSUs, which vest approximately 49% on December 9, 2024 and 51% on December 9, 2025.

  95. 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 (with the exception of Mr. Malone, who had no exercises of vested options or vesting of RSUs) during the year ended December 31, 2023.

  96. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#)(1)(2) | Value realized on vesting ($) | | Gregory B. Maffei | | | | | | FWONK | 201,334 | 10,838,623 | — | — | | LSXMK | — | — | — | — | | LLYVK | — | — | — | — | | BATRK | 80,577 | 1,182,841 | — | — | | Brian J. Wendling | | | | | | FWONK | 14,480 | 447,225 | 4,398 | 297,597 | | LSXMK | — | — | 2,886 | 76,970 | | LLYVK | — | — | 1,177 | 40,159 | | BATRK | 4,111 | 71,448 | 1,662 | 52,735 | | Albert E. Rosenthaler | | | | | | FWONK | 67,465 | 3,386,620 | 5,365 | 375,067 | | LSXMK | — | — | 5,213 | 139,031 | | LLYVK | — | — | — | — | | BATRK | 19,264 | 291,464 | 3,002 | 95,253 | | Renee L. Wilm | | | | | | FWONK | — | — | 7,944 | 537,544 | | LSXMK | — | — | 5,213 | 139,031 | | LLYVK | — | — | 2,127 | 72,573 | | BATRK | — | — | 3,002 | 95,253 |

  97. OPTION EXERCISES AND STOCK VESTED

    (1) Includes shares withheld in payment of withholding taxes at election of holder. For Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm, reflects the number of shares received upon March 2023 vesting of the performance-based RSUs granted to each such named executive officer in 2022, prior to the Split-Off, Formula One Distribution and Reclassification, and for Mr. Wendling and Ms. Wilm, shares received upon vesting of the first tranche of the 2023 Chief Supplemental RSUs following the Reclassification.

  98. NONQUALIFIED DEFERRED COMPENSATION PLANS

    NONQUALIFIED DEFERRED COMPENSATION PLANS The following table sets forth information regarding the nonqualified deferred compensation plans in which our named executive officers participated during the year ended December 31, 2023. Messrs. Maffei, Wendling and Rosenthaler made contributions to the 2006 deferred compensation plan. See “—Executive Compensation Arrangements—2006 Deferred Compensation Plan” for more information. Mr. Malone’s deferred compensation arrangements are described under “—Executive Compensation Arrangements—John C. Malone.” During 2023, Ms. Wilm did not participate in any deferred compensation arrangements.

  99. NONQUALIFIED DEFERRED COMPENSATION PLANS

    | Name | Executive contributions in 2023 ($) | Registrant contributions in 2023 ($) | Aggregate earnings in 2023 ($)(1) | Aggregate withdrawals/ distributions ($) | Aggregate balance at 12/31/23 ($)(1)(2) | | John C. Malone | — | — | 1,554,750 | (3,082,818) | 11,534,796 | | Gregory B. Maffei | 15,439,440 | — | 2,271,846 | — | 40,800,575 | | Brian J. Wendling | 490,684 | — | 374,972 | — | 4,747,410 | | Albert E. Rosenthaler | 1,572,001 | — | 30,274 | — | 1,602,275 | | Renee L. Wilm | — | — | — | — | — |

  100. NONQUALIFIED DEFERRED COMPENSATION PLANS

    (1) Of these amounts, the following were reported in the “Summary Compensation Table” as above-market earnings that were credited to the named executive officer’s deferred compensation account during 2023:

  101. NONQUALIFIED DEFERRED COMPENSATION PLANS

    | Name | Amount ($) | | John C. Malone | 151,022 | | Gregory B. Maffei | 1,111,010 | | Brian J. Wendling | 184,560 | | Albert E. Rosenthaler | 14,784 | | Renee L. Wilm | — |

  102. NONQUALIFIED DEFERRED COMPENSATION PLANS

    (2) In our prior year proxy statements, we reported the following above-market earnings that were credited as interest to the applicable officer’s deferred compensation accounts during the years reported:

  103. NONQUALIFIED DEFERRED COMPENSATION PLANS

    | | Amount ($) | | | Name | 2022 | 2021 | | John C. Malone | 167,083 | 181,387 | | Gregory B. Maffei | 699,014 | 667,127 | | Brian J. Wendling | 146,169 | 143,037 | | Albert E. Rosenthaler | — | — | | Renee L. Wilm | — | — |

  104. 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 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 LSXMK common stock, which was $28.78, our LLYVK common stock, which was $37.39, and our FWONK common stock, which was $63.13. Any option awards held by the named executive officers that had an exercise price that was more than the closing market price of our LSXMK common stock, LLYVK common stock and FWONK common stock on December 29, 2023 have been excluded from the table below. For all other 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 (other than Mr. Malone) has received awards and payments under the existing incentive plans, and each of our named executive officers is eligible to participate in our deferred compensation plan. Additionally, each of Messrs. Malone and Maffei is entitled to certain payments and acceleration rights upon termination under his respective employment agreement. No immediate distributions under the 2006 deferred compensation plan are permitted as a result of a termination for cause or a termination without cause or for good reason (other than pursuant to the compensation committee’s right to distribute certain de minimis amounts from an officer’s deferred compensation account). In addition, we do not have an acceleration right to pay out account balances to the named executive officers upon a voluntary termination or a termination due to death or disability. However, the named executive officer may file an election at the time of the deferral to receive distributions under the 2006 deferred compensation plan upon his or her separation from service, including any of the types of termination above. For purposes of the tabular presentation below, we have assumed that the named executive officer has elected to receive payout of all deferred compensation upon his separation from service, including interest. The 2006 deferred compensation plan also provides our compensation committee with the option of terminating the plan 30 days preceding or within 12 months after a change of control and distributing the account balances (which option is assumed to have been exercised for purposes of the tabular presentation below). 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—John C. Malone” and “—Executive Compensation Arrangements—Gregory B. Maffei—2019 Employment Agreement,” which are incorporated by reference herein):

  105. BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL

    BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL

  106. 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 ($) | After a Change in Control ($) | | John C. Malone | | | | | | | | Lump Sum Severance(1) | 19,500 | — | 19,500 | — | 19,500 | 19,500 | | Installment Severance Plan(2) | 9,986,272 | 9,986,272 | 9,986,272 | 9,986,272 | 9,986,272 | 9,986,272 | | 1993 Deferred Compensation Arrangement(3) | 1,225,198 | 1,225,198 | 1,225,198 | 1,003,963 | 1,225,198 | 1,225,198 | | 1982 Deferred Compensation Arrangement(3) | 14,445,792 | 14,445,792 | 14,445,792 | 10,530,833 | 14,445,792 | 14,445,792 | | Options | — | — | — | — | — | — | | RSUs | — | — | — | — | — | — | | Total | 25,676,762 | 25,657,262 | 25,676,762 | 21,521,068 | 25,676,762 | 25,676,762 | | Gregory B. Maffei | | | | | | | | Severance | 9,180,000(4) | — | 40,500,000(5) | 40,500,000(5) | 40,500,000(5) | — | | Deferred Compensation | 40,800,575(6) | 40,800,575(6) | 40,800,575(6) | 40,800,575(6) | 40,800,575(6) | 40,800,575(7) | | Options | 54,464,398(8) | 45,562,498(9) | 57,442,563(10) | 57,442,563(10) | 57,442,563(10) | 45,562,498(11) | | RSUs | 5,372,599(8) | 5,372,599(9) | 5,372,599(10) | 5,372,599(10) | 5,372,599(10) | 5,372,599(11) | | Perquisites(12) | — | — | 498,148 | — | 498,148 | — | | Total | 109,817,573 | 91,735,672 | 144,613,885 | 144,115,737 | 144,613,885 | 91,735,672 | | Brian J. Wendling | | | | | | | | Deferred Compensation | 4,747,410(6) | 4,747,410(6) | 4,747,410(6) | 4,747,410(6) | 4,747,410(6) | 4,747,410(7) | | Options | 315,905(13) | —(14) | 337,601(15) | 350,445(16) | 350,445(16) | 350,445(17) | | RSUs | —(13) | —(14) | 1,475,664(15) | 2,029,770(16) | 2,029,770(16) | 2,029,770(17) | | Total | 5,063,315 | 4,747,410 | 6,560,675 | 7,127,626 | 7,127,626 | 7,127,626 | | Albert E. Rosenthaler | | | | | | | | Deferred Compensation | 1,602,275(6) | 1,602,275(6) | 1,602,275(6) | 1,602,275(6) | 1,602,275(6) | 1,602,275(7) | | Options | 1,189,956(13) | —(14) | 1,189,956(15) | 1,189,956(16) | 1,189,956(16) | 1,189,956(17) | | RSUs | —(13) | —(14) | 800,435(15) | 800,435(16) | 800,435(16) | 800,435(17) | | Total | 2,792,231 | 1,602,275 | 3,592,665 | 3,592,665 | 3,592,665 | 3,592,665 | | Renee L. Wilm | | | | | | | | Options | 1,943,613(13) | —(14) | 1,985,954(15) | 2,011,012(16) | 2,011,012(16) | 2,011,012(17) | | RSUs | —(13) | —(14) | 2,785,257(15) | 3,856,848(16) | 3,856,848(16) | 3,856,848(17) | | Total | 1,943,613 | — | 4,771,211 | 5,867,861 | 5,867,861 | 5,867,861 |

  107. BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL

    (1) Under Mr. Malone’s employment agreement, which was assigned to our company in 2013, if his employment had been terminated, as of December 31, 2023, at our election (other than for death or cause) (whether before or after a change in control) or upon Mr. Malone’s prior written notice, he would have been entitled to a lump sum severance payment of $19,500 payable upon termination, which is equal to five years of his current annual salary of $3,900. See “—Executive Compensation Arrangements— John C. Malone” above. Pursuant to the amended Qurate Retail Services Agreement, 25% of such lump sum severance payment would have been allocable to Qurate Retail. (2) As described above, Mr. Malone began receiving 240 consecutive monthly installment severance payments in February 2009 pursuant to the terms of his amended employment agreement. The number included in the table represents the aggregate amount of the payments remaining as of December 31, 2023. With respect to periods following the termination of his employment, the foregoing payments are conditioned on Mr. Malone’s compliance with the confidentiality, non-competition, non-solicitation and non-interference covenants contained in his employment agreement. See “—Executive Compensation Arrangements—John C. Malone” above. As described above, Mr. Malone began receiving 240 consecutive monthly payments of his deferred compensation plus interest, in February 2009 pursuant to the terms of his amended employment agreement, which our company assumed in 2013. The number included in the table represents the aggregate amount of these payments remaining as of December 31, 2023. With respect to periods following the termination of his employment, the foregoing payments are conditioned on Mr. Malone’s compliance with the confidentiality, non-competition, non-solicitation and non-interference covenants contained in his employment agreement. If Mr. Malone’s employment had been terminated, as of December 31, 2023, as a result of his death, his beneficiaries would have instead been entitled to a lump sum payment of the unamortized principal balance of the remaining deferred compensation payments, and the compliance conditions described above would be inapplicable. See “—Executive Compensation Arrangements—John C. Malone” above. If Mr. Maffei had voluntarily terminated his employment without good reason (as defined in the 2019 Maffei Employment Agreement) as of December 31, 2023, subject to the 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 Arrangements—Gregory B. Maffei—2019 Employment Arrangement” above. Liberty Media is responsible for paying the full severance payment and each of the Service Companies would be responsible for reimbursing us for their allocable portion of this payment. Therefore, the table above reflects only Liberty Media’s allocable portion (54%) of such amount. (5) If Mr. Maffei’s employment had been terminated by Liberty Media as of December 31, 2023 without cause (as defined in the 2019 Maffei Employment Agreement), by him for good reason (as defined in the 2019 Maffei Employment Agreement) (whether before or within a specified 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 Arrangements—Gregory B. Maffei—2019 Employment Arrangement” above. Liberty Media is responsible for paying the full severance payment and each of the Service Companies would be responsible for reimbursing us for their allocable portion of this payment. Therefore, the table above reflects only Liberty Media’s allocable portion (54%) of such amount. The amount 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. (6) Under the 2006 deferred compensation plan, we do not and Qurate Retail does not have an acceleration right to pay out account balances to Messrs. Maffei or Wendling upon a termination of employment. However, each of Messrs. Maffei, Wendling and Rosenthaler had the right to file an election at the time of his initial deferral to receive distributions under the 2006 deferred compensation plan upon his separation from service, including under the termination scenarios in the table above. For purposes of the tabular presentation above, we have assumed that each of Messrs. Maffei, Wendling and Rosenthaler has elected to receive payout upon a separation from service of all deferred compensation, including interest. (7) The 2006 deferred compensation plan provides our compensation committee with the option of terminating the plan 30 days preceding or within 12 months after a change of control of Liberty Media and distributing the account balances (which option is assumed to have been exercised for purposes of the tabular presentation above). (8) Based on (i) the number of vested options held by Mr. Maffei at December 31, 2023 and (ii) the number of unvested options and unvested 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) and, assuming such termination occurred after the close of business on December 31, 2023, the 2023 Maffei FWONK 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. With respect to the 2020 Maffei Term Options and certain of Mr. Maffei’s vested options, in case, that related to shares of LSXMK prior to the Reclassification, the exercise prices of LSXMK or LLYVK are more than the closing market prices of LSXMK and LLYVK shares, respectively, on December 29, 2023, and as a result, no value has been included for these awards in the table. 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 FWONK RSUs, which is reflected in the table above. (9)

  108. BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL

    Based on the number of vested options held by Mr. Maffei at December 31, 2023. 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 FWONK 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. With respect to certain of Mr. Maffei’s vested options, in case, that related to shares of LSXMK prior to the Reclassification, exercise prices of LSXMK or LLYVK are more than the closing market prices of LSXMK and LLYVK shares, respectively, on December 29, 2023, and as a result, no value has been included for these awards in the table. 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 FWONK 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 options and unvested 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 termination occurred after the close of business on December 31, 2023, the 2023 Maffei FWONK 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. With respect to the 2020 Maffei Term Options and certain of Mr. Maffei’s vested options, in case, that related to shares of LSXMK prior to the Reclassification, for which the exercise prices of LSXMK or LLYVK are more than the closing market prices of LSXMK and LLYVK shares, respectively, on December 29, 2023, no value has been included for these awards in the table. 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 FWONK RSUs, which is reflected in the table above. (11) Based on the number of vested options held by Mr. Maffei at December 31, 2023 and the 2023 Maffei FWONK RSUs. 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. With respect to certain of Mr. Maffei’s vested options, in case, that related to shares of LSXMK prior to the Reclassification, the exercise prices of LSXMK or LLYVK are more than the closing market prices of LSXMK and LLYVK shares, respectively, on December 29, 2023, and as a result, no value has been included for these awards in the table. 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 FWONK RSUs, which is reflected in the table above. (12) 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, (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 table above reflects only Liberty Media’s allocable portion of such amount (54%). (13) Each of Messrs. 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. Wendling’s or Rosenthaler’s or Ms. Wilm’s employment had been terminated by him or her as of December 31, 2023. The value of each of Messrs. Wendling’s and Rosenthaler’s and Ms. Wilm’s vested options are included in the table; however, for those vested options that related to shares of LSXMK prior to the Reclassification, for which the exercise prices of LSXMK or LLYVK are more than the closing market prices of LSXMK and LLYVK shares, respectively, on December 29, 2023, no value has been included for these awards in the table. If Messrs. Wendling’s or Rosenthaler’s or Ms. Wilm’s employment had been terminated by him or her as of December 31, 2023, all of the 2023 Chief RSUs and the unvested portions of the 2023 Chief Multiyear Options, 2023 Chief Multiyear RSUs and 2023 Chief Supplemental RSUs would have been forfeited. (14) If each of Messrs. Wendling and Rosenthaler and Ms. Wilm was terminated by Liberty Media for “cause” as of December 31, 2023, all of his or her outstanding option and RSU grants would have been forfeited. (15) Based on (i) the number of vested options held by such named executive officer as of December 31, 2023, (ii) the number of 2023 Chief Multiyear Options, 2023 Chief Multiyear RSUs and 2023 Chief Supplemental 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. Wilm 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. For vested options that related to shares of LSXMK prior to the Reclassification, for which the exercise prices of LSXMK or LLYVK are more than the closing market prices of LSXMK and LLYVK shares, respectively, on December 29, 2023, no value has been included for these awards in the table. As described above, our compensation committee vested 100% of the 2023 Chief RSUs, which is reflected in the table above.

  109. BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL

    Based on (i) the number of vested options held by the named executive officers as of December 31, 2023, (ii) the number of 2023 Chief Multiyear Options, 2023 Chief Multiyear RSUs and 2023 Chief Supplemental RSUs held by Mr. Wendling and Ms. Wilm as of December 31, 2023 and (iii) the number of 2023 Chief RSUs held by Messrs. Wendling and Rosenthaler and Ms. Wilm that would vest pursuant to the following: If Messrs. Wendling’s or Rosenthaler’s or Ms. Wilm’s employment had been terminated due to death or disability as of December 31, 2023, all of the 2023 Chief RSUs would have vested and the 2023 Chief Multiyear Options, 2023 Chief Multiyear RSUs and 2023 Chief Supplemental RSUs would have vested pursuant to the forward vesting provisions in Mr. Wendling’s and Ms. Wilm’s award agreements if Mr. Wendling or Ms. Wilm had been terminated due to death or disability as of December 31, 2023. For vested options that related to shares of LSXMK prior to the Reclassification, for which the exercise prices of LSXMK or LLYVK are more than the closing market prices of LSXMK and LLYVK shares, respectively, on December 29, 2023, no value has been included for these awards in the table. As described above, our compensation committee vested 100% of the 2023 Chief RSUs, which is reflected in the table above. Upon a change of control, we have assumed for purposes of the tabular presentation above that all of the 2023 Chief RSUs and the unvested portions of the 2023 Chief Multiyear Options, 2023 Chief Multiyear RSUs and 2023 Chief Supplemental RSUs would have vested. The table includes the value of Messrs. Wendling’s and Rosenthaler’s and Ms. Wilm’s vested options, however, because the exercise prices of certain vested options related to LSXMK shares or LLYVK shares are more than the closing market prices of LSXMK shares and LLYVK shares, respectively, on December 29, 2023, no value has been included for these awards in the table.

  110. 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.

  111. 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 | 28,655,193 | 34,310,721 | 4,104,109 | 4,166,004 | FWONA | 138.19 | 97.61 | 962 | 4,086 | | | | | | | FWONK | 142.12 | | | | | | | | | | LSXMA | 80.93 | | | | | | | | | | LSXMB | 59.15 | | | | | | | | | | LSXMK | 77.20 | | | | | | | | | | LLYVA | 102.29 | | | | | | | | | | LLYVK | 99.23 | | | | | | | | | | BATRA | 146.27 | | | | | | | | | | BATRK | 142.15 | | | | | 2022 | 22,363,007 | 7,979,878 | 1,935,773 | 1,489,203 | FWONA | 122.04 | 81.00 | 2,029 | 3,941 | | | | | | | FWONK | 130.06 | | | | | | | | | | LSXMA | 81.32 | | | | | | | | | | LSXMB | 80.21 | | | | | | | | | | LSXMK | 81.28 | | | | | | | | | | BATRA | 110.19 | | | | | | | | | | BATRK | 109.11 | | | | | 2021 | 21,575,769 | 48,418,806 | 1,773,064 | 2,770,504 | FWONA | 135.54 | 115.71 | 744 | 3,481 | | | | | | | FWONK | 137.58 | | | | | | | | | | LSXMA | 105.19 | | | | | | | | | | LSXMB | 105.20 | | | | | | | | | | LSXMK | 105.63 | | | | | | | | | | BATRA | 96.96 | | | | | | | | | | BATRK | 95.13 | | | |

  112. 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) | | 2020 | 47,123,063 | 41,599,984 | 2,738,499 | 2,305,483 | FWONA | 86.77 | 115.31 | (1,391) | 2,247 | | | | | | | FWONK | 92.68 | | | | | | | | | | LSXMA | 89.35 | | | | | | | | | | LSXMB | 88.97 | | | | | | | | | | LSXMK | 90.38 | | | | | | | | | | BATRA | 83.88 | | | | | | | | | | BATRK | 84.22 | | | |

  113. PAY VERSUS PERFORMANCE

    (1) Our Principal Executive Officer (PEO) for each of the fiscal years indicated was Mr. Maffei. Our named executive officers other than our PEO (non-PEO NEOs) for each of the fiscal years indicated were Messrs. Malone, 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:

  114. 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 | 28,655,193 | (7,131,983) | (3,822,432) | — | (458,726) | 12,272,955 | 4,795,713 | 34,310,721 | | 2022 | 22,363,007 | — | (7,800,250) | — | (14,301,548) | 7,718,670 | — | 7,979,878 | | 2021 | 21,575,769 | (3,954,951) | (3,521,474) | — | 25,523,112 | 8,796,350 | — | 48,418,806 | | 2020 | 47,123,063 | (8,343,047) | (24,981,192) | 17,748,123 | (8,070,339) | 18,123,375 | — | 41,599,984 | | Non-PEO NEOs | | | | | | | | | | 2023 | 4,104,109 | (1,772,621) | (603,174) | 1,773,120 | — | 605,132 | 59,439 | 4,166,004 | | 2022 | 1,935,773 | (395,466) | — | — | (236,242) | 396,740 | (211,602) | 1,489,203 | | 2021 | 1,773,064 | (388,774) | — | — | 919,194 | 467,020 | — | 2,770,504 | | 2020 | 2,738,499 | (418,577) | (791,685) | 737,071 | (219,227) | 485,746 | (226,345) | 2,305,483 |

  115. Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return

    Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return

  116. Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return

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  117. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income

  118. Relationship Between Compensation Actually Paid and Net Income

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  119. Relationship Between Compensation Actually Paid and Adjusted OIBDA

    Relationship Between Compensation Actually Paid and Adjusted OIBDA

  120. Relationship Between Compensation Actually Paid and Adjusted OIBDA

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