DEF 14A of Liberty Media Corp, Mar 28, 2025

DEF 14A of Liberty Media Corp

Filed Mar 28, 2025 · FY20240001104659-25-029081

Open on EDGAR

  1. OUR DIRECTOR NOMINEES

    OUR DIRECTOR NOMINEES

  2. OUR DIRECTOR NOMINEES

    | | John C. Malone | | | | Director Since: 2010 | Committee(s): Executive | | | Chairman of the Board since August 2011 | | | | 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. | |

  3. OUR DIRECTOR NOMINEES

    | | Robert R. Bennett | | | | Director Since: 2011 Vice Chairman of the Board Independent Director | Committee(s): Executive, Nominating and Corporate Governance (Chair) | | | 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 our predecessor, 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. | |

  4. OUR DIRECTOR NOMINEES

    | | M. Ian G. Gilchrist | | | | Director Since: 2011 Independent Director | Committee(s): Audit, Compensation (Chair); Nominating and Corporate Governance | | | 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. | |

  5. NOMINEES FOR ELECTION AS DIRECTORS

    NOMINEES FOR ELECTION AS DIRECTORS

  6. NOMINEES FOR ELECTION AS DIRECTORS

    | | John C. Malone | Chairman of the Board Director Since: December 2010; Chairman since August 2011 Age: 84 Committees: Executive |

  7. NOMINEES FOR ELECTION AS DIRECTORS

    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.

  8. NOMINEES FOR ELECTION AS DIRECTORS

    | Professional Background: • Chairman of the Board of our company since August 2011 and director since December 2010; interim President and Chief Executive Officer from January 2025 to February 2025 • Chairman of the Board of QVC Group from its inception in 1994 until March 2018 and served as QVC Group’s Chief Executive Officer from August 2005 to February 2006 • President and Chief Executive Officer of Liberty Broadband since January 2025 and Chairman of the Board since November 2014 • 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: • QVC Group (1994 – present; Chairman of the Board, 1994 – March 2018) (Mr. Malone will not stand for re-election on QVC Group’s board of directors at its 2025 annual meeting of stockholders and will step down from QVC Group’s board of directors, effective at its 2025 annual meeting of shareholders) • 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. (January 2002 – June 2005) • 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) |

  9. NOMINEES FOR ELECTION AS DIRECTORS

    | | Robert R. Bennett | Vice Chairman of the Board Director Since: September 2011; Vice Chairman since January 2025 Age: 66 Committees: Executive; Nominating and Corporate Governance (Chair) Independent Director |

  10. NOMINEES FOR ELECTION AS DIRECTORS

    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 our predecessor, 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.

  11. NOMINEES FOR ELECTION AS DIRECTORS

    | Professional Background: • Managing Director of Hilltop Investments LLC, a private investment company • Chief Executive Officer of QVC Group from April 1997 to August 2005 and its President from April 1997 to February 2006; held various executive positions with QVC Group from 1994 to 1997 | Public Company Directorships: Non-Liberty Public Company Directorships: • Flutter Entertainment plc (July 2024 – present) • HP, Inc. (July 2013 – present) (Mr. Bennett is not standing for re-election on HP, Inc.’s board of directors at its 2025 annual meeting of stockholders and will step down from its board of directors, effective at its 2025 annual meeting of shareholders) Former Public Company Directorships: • Warner Bros. Discovery (April 2022 – March 2023) • Discovery (September 2008 – April 2022) • QVC Group (September 1994 – December 2011) • DHC (May 2005 – September 2008) • Demand Media, Inc. (January 2011 – February 2014) • Sprint Corporation (October 2006 – November 2016) |

  12. NOMINEES FOR ELECTION AS DIRECTORS

    | | M. Ian G. Gilchrist | Director Since: September 2011 Age: 75 Committees: Audit; Compensation (Chair); Nominating and Corporate Governance Independent Director |

  13. NOMINEES FOR ELECTION AS DIRECTORS

    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.

  14. NOMINEES FOR ELECTION AS DIRECTORS

    | Professional Background: • Director and President of Trine Acquisition Corp., a special purpose acquisition company, from March 2019 to December 2020 • Various officer positions including Managing Director at Citigroup Inc., a global financial services company, and Salomon Brothers Inc., a financial services company, from 1995 to 2008, CS First Boston Corporation, the former investment banking affiliate of Credit Suisse, from 1988 to 1995, and Blyth Eastman Paine Webber, a former investment bank, from 1982 to 1988 and served as a Vice President of Warburg Paribas Becker Incorporated, a former investment bank, from 1976 to 1982 • Previously worked in the venture capital field and as an investment analyst | Public Company Directorships: • QVC Group (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) |

  15. DIRECTORS WHOSE TERM EXPIRES IN 2026

    DIRECTORS WHOSE TERM EXPIRES IN 2026

  16. DIRECTORS WHOSE TERM EXPIRES IN 2026

    | | Derek Chang | President and Chief Executive Officer Director Since: March 2021 Age: 57 Committees: Executive |

  17. 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.

  18. DIRECTORS WHOSE TERM EXPIRES IN 2026

    | Professional Background: • President and Chief Executive Officer of our company since February 2025 • Cofounder and director of EverPass Media, LLC since April 2023; Executive Chairman from April 2023 to January 2025 • Chief Executive Officer of Friend MTS Ltd., a provider of content security technology, cloud video security services and related applications to media, from May 2021 to December 2021 • Chief Executive Officer of NBA China, from June 2018 to May 2020 • Head of International Lifestyle Channels from July 2016 to April 2018 and Managing Director of Asia Pacific operations from April 2013 to July 2016 for Scripps, a media company until its merger with Discovery Communications • Executive Vice President of Content Strategy and Development of DIRECTV (and its predecessor, The DirecTV Group, Inc.), a television service provider, from March 2006 to January 2013 • Executive Vice President—Finance and Strategy of Charter, a cable television and broadband services provider, 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, a pay television company that broadcasts New York Yankees baseball and Brooklyn Nets basketball games, from its inception in 2001 to January 2003 • Director of Playfly Sports, LLC from February 2023 to January 2025 • Director of Professional Fighters League from June 2021 to February 2023 | 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) |

  19. DIRECTORS WHOSE TERM EXPIRES IN 2026

    | | Evan D. Malone | Director Since: September 2011 Age: 54 |

  20. DIRECTORS WHOSE TERM EXPIRES IN 2026

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

  21. DIRECTORS WHOSE TERM EXPIRES IN 2026

    | Professional Background: • President of NextFab Studio, LLC, a provider of manufacturing-related technical training, product development, and business acceleration services, since June 2009 • Owner and manager of 1525 South Street LLC, a 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, an 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: • QVC Group (August 2008 – present) Non-Liberty Public Company Directorships: • Sirius XM (May 2013 – present) Former Public Company Directorships: None |

  22. DIRECTORS WHOSE TERM EXPIRES IN 2026

    | | Larry E. Romrell | Director Since: September 2011 Age: 85 Committees: Audit; Compensation Independent Director |

  23. 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.

  24. 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., a subsidiary of TCI engaged in the cable television and common carrier microwave communications businesses | Public Company Directorships: • QVC Group (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) |

  25. DIRECTORS WHOSE TERM EXPIRES IN 2027

    DIRECTORS WHOSE TERM EXPIRES IN 2027

  26. DIRECTORS WHOSE TERM EXPIRES IN 2027

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

  27. DIRECTORS WHOSE TERM EXPIRES IN 2027

    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.

  28. DIRECTORS WHOSE TERM EXPIRES IN 2027

    | 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 – 2024) | Public Company Directorships: Non-Liberty Public Company Directorships: • Atlanta Braves Holdings (July 2023 – present) Former Public Company Directorships: • Trine II Acquisition Corp. (November 2021 – May 2023) • Ascent (November 2013 – May 2016) • Ticketmaster Entertainment, Inc. (August 2008 – January 2010) |

  29. DIRECTORS WHOSE TERM EXPIRES IN 2027

    | | Chase Carey | Director Since: January 2025 Age: 71 Committees: Executive |

  30. DIRECTORS WHOSE TERM EXPIRES IN 2027

    Mr. Carey is a key advisor to our company and our Board, with extensive executive experience and operational expertise in the cable, media and sports industries. Having served in a variety of leadership positions at 21CF and as the former Chairman and Chief Executive Officer of Formula 1, Mr. Carey provides our Board with a wealth of expertise and a broad and deep understanding of our company and its operations.

  31. DIRECTORS WHOSE TERM EXPIRES IN 2027

    | Professional Background: • Chief Executive Officer Formula 1 from 2017 to 2021, Chairman from 2016 to 2022 • Various roles with 21CF, an entertainment and media company, including as Vice Chairman of the 21CF Board of Directors from July 2016 to March 2019, Executive Vice Chairman from July 2015 to June 2016, President and Chief Operating Officer and Deputy Chairman from 2009 to June 2015, Co-Chief Operating Officer from 1996 to 2002 and a consultant from 2016 to 2018 and Director from 1996 to 2007 • Chief Executive Officer and President of DIRECTV, a television service provider, from 2003 to 2009 • Sky plc Board of Directors from 2003 to 2009 and 2013 to 2018 | Public Company Directorships: Non-Liberty Public Company Directorships: • Fox Corporation (March 2019 – present) Former Public Company Directorships: • 21CF (2009 – 2019) • Saban Capital Acquisition Corp. (2016 – 2019) • DIRECTV (2003 – 2009) |

  32. DIRECTORS WHOSE TERM EXPIRES IN 2027

    | | Andrea L. Wong | Director Since: September 2011 Age: 58 Committees: Compensation; Nominating and Corporate Governance Independent Director |

  33. DIRECTORS WHOSE TERM EXPIRES IN 2027

    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.

  34. DIRECTORS WHOSE TERM EXPIRES IN 2027

    | Professional Background: • President, International Production for Sony Pictures Television Inc., a leading television content provider, producer and distributer, and President, International for Sony Pictures Entertainment, Inc., a film entertainment company, from September 2011 to March 2017 • President and Chief Executive Officer of Lifetime Entertainment Services, an entertainment and media company, 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: • QVC Group (April 2010 – present) (Ms. Wong will not stand for re-election on QVC Group’s board of directors at its 2025 annual meeting of stockholders and will step down from QVC Group’s board of directors, effective at its 2025 annual meeting of shareholders) 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) |

  35. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table sets forth information concerning the compensation of our nonemployee directors for 2024.

  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 | 134,600(4) | 33,101 | 122,616 | 68,156 | 24,691(6) | 383,164 | | Derek Chang | 174,600(4) | 156,473 | — | 2,621 | — | 333,694 | | Brian M. Deevy | 164,600 | 78,236 | 77,740 | — | 24,691(6) | 345,267 | | M. Ian G. Gilchrist | 154,600 | — | 155,509 | — | 24,691(6) | 334,800 | | Evan D. Malone | 124,600 | 156,473 | — | — | — | 281,073 | | Larry E. Romrell | 164,600 | — | 155,509 | — | 24,691(6) | 344,800 | | Andrea L. Wong | 144,600(4) | 78,236 | 77,740 | 67,715 | 27,711(6) | 396,002 |

  37. DIRECTOR COMPENSATION TABLE

    (1) John C. Malone and Gregory B. Maffei, who served as directors and named executive officers of our company during 2024, received no compensation for serving as directors of our company during 2024. (2) As of December 31, 2024, 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 connection with the September 2024 split-off of the Liberty SiriusXM Group (the Split-Off), option awards with respect to our former Liberty SiriusXM Series C common stock, par value $0.01 per share (LSXMK) were accelerated and adjusted into options with respect to Sirius XM Holdings, Inc. common stock, par value $0.001 per share (SIRI common stock) and RSUs with respect to LSXMK were accelerated and treated as outstanding shares of LSXMK in the Split-Off; therefore, options or RSUs with respect to LSXMK are not reflected in the table below. As described in “—Executive Compensation—Compensation Discussion and Analysis— Changes for 2025—Chief Executive Officer Transition” below, on February 1, 2025, Mr. Chang’s equity awards granted to him as a nonemployee director in December 2024 were cancelled in connection with his Chief Executive Officer compensation package.

  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 | 3,328 | 3,722 | 13,116 | 18,976 | 2,952 | 22,355 | 12,012 | | LLYVK | — | 1,818 | 5,743 | 9,631 | 1,152 | 9,775 | 6,616 | | RSUs (#) | | | | | | | | | FWONK | — | 1,314 | 657 | — | 1,314 | — | 657 | | LLYVK | 454 | 454 | 227 | — | 454 | — | 227 |

  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 13 to our consolidated financial statements for the year ended December 31, 2024 (which are included in the 2024 Form 10-K). Includes the following amounts earned and deferred under the director deferred compensation plan:

  40. DIRECTOR COMPENSATION TABLE

    | Name | 2024 Deferred Compensation ($) | 2024 Above Market Earnings on Accrued Interest ($) | | Robert R. Bennett | 131,304 | 68,156 | | Derek Chang | 174,600 | 2,621 | | Andrea L. Wong | 140,866 | 67,715 |

  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, 2025. 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, 2025. 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 2024 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 2024 annual meeting. No material changes were implemented to our executive compensation program as a result of this vote. At our 2024 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.

  43. EQUITY AWARDS AND ANNUAL BONUSES

    EQUITY AWARDS AND ANNUAL BONUSES Under the services agreements, each Service Company established and paid or granted directly to Mr. Maffei, its allocable portion of his annual performance-based cash bonus, his annual equity-based awards and, if a Service Company in 2019 or 2020, his Upfront Awards (as defined below). The allocable portions of Mr. Maffei’s 2024 performance-based cash bonus and annual equity awards for each of our company, QVC Group, Liberty Broadband, Liberty TripAdvisor and Atlanta Braves Holdings were 54%, 10%, 23%, 5% and 8%, respectively. In addition, the 2024 performance-based cash bonuses earned by and the 2024 annual equity-based awards granted to each of the other named executive officers (other than Mr. Malone) for services provided to each Service Company were paid or granted directly by the respective Service Company. In August 2024, Atlanta Braves Holdings made certain management changes pursuant to which our company and Atlanta Braves Holdings began transitioning various general and administrative services provided by our company to Atlanta Braves Holdings pursuant to the services agreement to Atlanta Braves Holdings. Effective as of August 31, 2024, Mr. Maffei, our other named executive officers and other of our employees providing services to Atlanta Braves Holdings pursuant to the services agreement, stepped down from their positions and as officers of the Atlanta Braves Holdings operating teams assumed such roles. In connection therewith, the compensation committee of the board of directors of Atlanta Braves Holdings accelerated the vesting of all outstanding equity-based awards held by our employees, including Mr. Maffei and our other named executive officers, and determined that their annual performance-based bonuses should be scored at target and paid out in December 2024.

  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 2024 EXECUTIVE COMPENSATION

    ELEMENTS OF 2024 EXECUTIVE COMPENSATION For 2024, 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. Wendling and Ms. Wilm, performance-based restricted stock units; • perquisites and other limited personal benefits; and • deferred compensation arrangements.

  46. 2024 PERFORMANCE-BASED BONUSES

    2024 PERFORMANCE-BASED BONUSES Overview. For 2024, our compensation committee adopted an annual, performance-based bonus program for each of Messrs. Maffei and Wendling and Ms. Wilm. The 2024 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, QVC Group, Liberty Broadband, Liberty TripAdvisor and Atlanta Braves Holdings (the Corporate Performance Bonus). As a result of the August 2024 change in management at Atlanta Braves Holdings, our compensation committee determined that achievement of the Corporate Performance Bonus should be based on the corporate performance of our company, QVC Group, Liberty Broadband and Liberty TripAdvisor only.

  47. 2024 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 Mr. Wendling 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, QVC Group, Liberty Broadband and Liberty TripAdvisor • 10% based on consolidated revenue results • 10% based on consolidated Adjusted OIBDA results • 10% based on consolidated free cash flow results • 10% based on corporate level achievements such as merger and acquisition activity, investments, financings, SEC/audit compliance, litigation management and tax compliance |

  48. 2024 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. That bonus amount was split among, and payable directly by, our company and each of the Service Companies, with payment subject to the achievement of one or more performance metrics as determined by the applicable company’s compensation committee. In 2024, the portion of Mr. Maffei’s aggregate target bonus amount allocated to our company was 54% or $9,180,000. The portions of Mr. Maffei’s aggregate target bonus amount allocated to each of QVC Group, Liberty Broadband, Liberty TripAdvisor and Atlanta Braves Holdings were 10% (or $1,700,000), 23% (or $3,910,000), 5% (or $850,000) and 8% (or $1,360,000), respectively. Messrs. Maffei and Wendling and Ms. Wilm were assigned by our compensation committee in March 2024 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, QVC Group, Liberty Broadband, Liberty TripAdvisor and Atlanta Braves Holdings 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 $18,360,000, $891,000 and $1,620,000 for Messrs. Maffei and Wendling and Ms. Wilm, respectively (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 Mr. Wendling and Ms. Wilm. The portion of the Maximum Performance Bonus allocated to QVC Group, Liberty Broadband, Liberty TripAdvisor and Atlanta Braves Holdings was $3,400,000, $7,820,000, $1,700,000 and $2,720,000, respectively, for Mr. Maffei, $165,000, $379,500, $82,500 and $132,000, respectively, for Mr. Wendling and $300,000, $690,000, $150,000 and $240,000, respectively, for Ms. Wilm. 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 QVC Group, 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, QVC Group, Liberty Broadband, Liberty TripAdvisor and Atlanta Braves Holdings. As described above, in connection with the August 2024 change in management at Atlanta Braves Holdings, the Atlanta Braves Holdings compensation committee determined that the portion of Mr. Maffei’s and our other named executive officer’s annual bonuses allocated to Atlanta Braves Holdings would be deemed achieved at the target level of performance and that such bonus would be paid in December 2024 and in December 2024, our compensation committee determined that the achievement of the Corporate Performance Bonus should be based on the corporate performance of our company, QVC Group, Liberty Broadband and Liberty TripAdvisor only. Therefore, in December 2024, our compensation committee and the compensation committees of QVC Group, Liberty Broadband and Liberty TripAdvisor, 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 2024 were considered:

  49. 2024 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 strategic initiatives at Formula 1, including initiatives involving the Las Vegas Grand Prix and the year-round use of Grand Prix Plaza • Pursue synergistic acquisition and investment opportunities, including the anticipated acquisition of MotoGP | • Manage capital allocation, including through stock repurchases and accretive refinancings • Support the integration of and growth plans for Quint • Complete the combination of Liberty SiriusXM Group and SiriusXM • Oversee tax-advantaged green investments, including carbon capture |

  50. 2024 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 • Complete the combination of Liberty SiriusXM Group and SiriusXM; ensure timely resolution of SEC review and successful transition of all accounting, reporting and tax matters • Support the Las Vegas Grand Prix financial team, ensuring adequate staffing and enhancing the maturity of financial processes | • Lead integration activities for acquisitions from an accounting, reporting, compliance and tax perspective. • Participate alongside other executives in evaluating potential acquisition targets and strategic investments, leading financial, accounting and controls due diligence when appropriate • Manage financial, accounting and compliance matters at Formula 1 • Continue to improve cybersecurity profile and ensure successful implementation of SEC cybersecurity rules |

  51. 2024 PERFORMANCE-BASED BONUSES

    | RENEE L. WILM | | | Chief Legal Officer and Chief Administrative Officer | | | Performance Objectives: • Evaluate and help drive strategic acquisition opportunities, including targets in live events space; provide legal, execution and integration support for select opportunities, including anticipated acquisition of MotoGP • Manage executive compensation arrangements, equity award programs and human resources function • Provide legal support with regard to litigation, corporate matters and compliance matters; maintain strong communication across legal groups | • Complete the combination of Liberty SiriusXM Group and SiriusXM; providing legal support through closing • Develop inhouse legal talent and provide support to other departments in professional development efforts • Evaluate and help drive optimization of capital structures and liquidity solutions; provide legal and execution support for select opportunities • Lead Formula 1 Las Vegas Grand Prix race efforts and year-round commercialization of Grand Prix Plaza • Continue to refine active government affairs program |

  52. 2024 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:

  53. 2024 PERFORMANCE-BASED BONUSES

    | Name | LMC Maximum Individual Bonus | Percentage Payable | Aggregate Dollar Amount | | Gregory B. Maffei | $11,016,000 | 37.77% | $4,161,000 | | Brian J. Wendling | $534,600 | 87.50% | $467,775 | | Renee L. Wilm | $972,000 | 75.00% | $729,000 |

  54. 2024 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 2024 Adjusted OIBDA (as defined below), revenue and free cash flow (financial measures) for Formula 1, Quint, QVC, Inc., 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 2024, 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. When the budget was prepared in March 2024, Sirius XM and Braves Holdings, LLC were considered part of the Operating Companies; however, in December 2024, our compensation committee and the compensation committees of QVC Group, Liberty Broadband and Liberty TripAdvisor determined that, due to the Split-Off, Sirius XM should be removed from the group of Operating Companies and that, due to the change in management at Atlanta Braves Holdings, Braves Holdings, LLC should be removed from the Operating Companies. 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), and impairment charges. 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 Charter, and Tripadvisor and Adjusted Operating Income (AOI) as reported by Live Nation. 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, 2024, filed on January 31, 2025. 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, 2024, filed on February 20, 2025. 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, 2024, filed on February 21, 2025.

  55. 2024 PERFORMANCE-BASED BONUSES

    | | (dollar amounts in millions) | | | | | 2024 Forecast | 2024 Actual | Actual / Forecast | | Revenue(1) | $39,889 | $39,900 | 0.03% | | Adjusted OIBDA(1) | $10,343 | $10,288 | (0.53)% | | Free Cash Flow(1)(2) | $2,867 | $2,702 | (5.76)% |

  56. 2024 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, QVC Group, Liberty Broadband and Liberty TripAdvisor, the compensation committees determined that the financial measures relating to the Operating Companies were achieved to the extent described below.

  57. 2024 PERFORMANCE-BASED BONUSES

    | Financial Measure | Percentage Payable | | Revenue(1) | 5% of a possible 10% | | Adjusted OIBDA(1) | 6% of a possible 10% | | Free Cash Flow(1)(2) | 9% of a possible 10% |

  58. 2024 PERFORMANCE-BASED BONUSES

    Percentage payable was based on 2024 forecasted financial measures compared to 2024 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 66.67%) to each participant of his or her LMC Maximum Corporate Bonus related to financial measures, as follows:

  59. 2024 PERFORMANCE-BASED BONUSES

    | Name | LMC Maximum Corporate Bonus Related to Financial Measures | Percentage Payable | Aggregate Dollar Amount | | Gregory B. Maffei | $5,508,000 | 66.67% | $3,672,000 | | Brian J. Wendling | $267,300 | 66.67% | $178,200 | | Renee L. Wilm | $486,000 | 66.67% | $324,000 |

  60. 2024 PERFORMANCE-BASED BONUSES

    In December 2024, our compensation committee considered combined corporate-level achievements for our company and each of the Service Companies (other than Atlanta Braves Holdings) 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, SEC/audit compliance, litigation management and tax compliance. The achievements and percentage payable translated to the following payment for each participant:

  61. 2024 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 | $89,100 | 90% | $80,190 | | Renee L. Wilm | $162,000 | 90% | $145,800 |

  62. 2024 PERFORMANCE-BASED BONUSES

    Aggregate Results. The following table presents information concerning the aggregate 2024 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.

  63. 2024 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 | $4,161,000 | $3,672,000 | $1,652,400 | $9,485,400 | | Brian J. Wendling | $467,775 | $178,200 | $80,190 | $726,165 | | Renee L. Wilm | $729,000 | $324,000 | $145,800 | $1,198,800 |

  64. 2024 PERFORMANCE-BASED BONUSES

    Our compensation committee then noted that, when combined with the total 2024 performance-based bonus amounts paid by the Service Companies (including the target bonus paid by Atlanta Braves Holdings) to the overlapping named executive officers, Messrs. Maffei and Wendling and Ms. Wilm received $18,659,476, $1,344,750 and $2,220,000, respectively. For more information regarding these bonus awards, please see the “Grants of Plan-Based Awards” table below.

  65. EQUITY INCENTIVE COMPENSATION

    EQUITY INCENTIVE COMPENSATION The 2022 incentive plan provides, and the 2017 incentive plan before its expiration and replacement by the 2022 incentive plan (together with the 2022 incentive plan, the incentive plans) 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 2024, in consultation with the compensation committees of each of the Service Companies, our compensation committee determined to allocate to each of QVC Group, Liberty Broadband, Liberty TripAdvisor and Atlanta Braves Holdings 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 Mr. Wendling 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 provided 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 QVC Group, Liberty Broadband, Liberty TripAdvisor and Atlanta Braves Holdings 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.

  66. Annual Equity Awards

    Annual Equity Awards The annual equity awards described below were granted prior to the Split-Off. In connection with the Split-Off, annual equity awards granted with respect to LSXMK were, with respect to stock options that were outstanding immediately prior to the Split-Off, accelerated and substituted into equity awards with respect to SIRI common stock, with the number of shares underlying such stock options and the exercise prices thereof adjusted subject to the antidilution provisions of the relevant incentive plan under which they were granted, and with respect to restricted stock units, accelerated prior to the Split-Off, with any performance goals deemed met at the target level of performance, and treated as outstanding shares of LSXMK in the Split-Off. Maffei Annual Equity Awards. The 2019 Maffei Employment Agreement provided Mr. Maffei with the opportunity to earn annual equity awards during the employment term (January 1, 2020 through December 31, 2024). 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 2024, 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 2024, 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 54% of Mr. Maffei’s aggregate annual equity award value for 2024, or $9,450,000. In accordance with the agreed upon allocation, $5,950,000 was granted in FWONK, $1,050,000 was granted as LLYVK and $2,450,000 was granted in LSXMK. As a result, our compensation committee granted to Mr. Maffei 70,082 options with respect to LLYVK (the 2024 Maffei LLYVK options), 87,940 performance-based RSUs with respect to FWONK (the 2024 Maffei FWONK RSUs) and 81,721 performance-based RSUs with respect to LSXMK (the 2024 Maffei LSXMK RSUs). The 2024 Maffei LLYVK options had a grant date of March 5, 2024, a term of seven years, and a base price of $40.04, which was the closing price of LLYVK on the grant date. In addition, the 2024 Maffei LLYVK Options vested in full on December 31, 2024, and were subject to other applicable terms and conditions for option grants as set forth in the 2019 Maffei Employment Agreement. The 2024 Maffei FWONK RSUs and 2024 Maffei LSXMK RSUs had a grant date of March 5, 2024 and would vest only upon the attainment of the performance objectives described below. As noted above, in connection with the Split-Off, the vesting of Mr. Maffei’s 2024 LSXMK RSUs was accelerated prior to the Split-Off at the target level of performance and treated as Liberty SiriusXM common stock in connection with the Split-Off. With respect to the 2024 Maffei FWONK RSUs, 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 2024 Maffei FWONK 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 2024 Executive Compensation—Equity Incentive Compensation—Annual Equity Awards—Maffei Annual Equity Awards” in QVC Group’s Definitive Proxy Statement on Schedule 14A with respect to its 2025 annual meeting of stockholders; “Executive Compensation—Compensation Discussion and Analysis—Elements of 2024 Executive Compensation—Equity Incentive Compensation—Annual Equity Awards—Maffei Annual Equity Awards” in Liberty TripAdvisor’s Annual Report on Form 10-K/A for the year ended December 31, 2024; “Executive Compensation—Compensation Discussion and Analysis—Elements of 2024 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 2025 annual meeting of stockholders; and “Executive Compensation—Compensation Discussion and Analysis—Elements of 2024 Executive Compensation—Equity Incentive Compensation—Former Executives” in Atlanta Braves Holdings Definitive Proxy Statement on Schedule 14A with respect to its 2025 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 2024, our compensation committee granted to Mr. Wendling and Ms. Wilm 5,529 and 10,789 performance-based RSUs with respect to FWONK (the 2024 Chief FWONK RSUs), respectively, 1,684 and 3,286 performance-based RSUs with respect to LLYVK (the 2024 Chief LLYVK RSUs), respectively, and 4,855 and 9,473 performance-based RSUs with respect to LSXMK (the 2024 Chief LSXMK RSUs, and together with the 2024 Chief FWONK RSUs and the 2024 Chief LLYVK RSUs, the 2024 Chief RSUs), respectively. The 2024 Chief RSUs would vest subject to the satisfaction of the performance objectives described below. As noted above, in connection with the Split-Off, the vesting of the 2024 Chief LSXMK RSUs was accelerated prior to the Split-Off at the target level of performance and treated as Liberty SiriusXM common stock in connection with the Split-Off. With respect to the 2024 Chief FWONK RSUs and the 2024 Chief LLYVK RSUs, our compensation committee reviewed the 2024 financial performance of our company along with the 2024 personal performance of Mr. Wendling and Ms. Wilm. Our compensation committee approved vesting in full of the 2024 Chief FWONK RSUs and 2024 Chief LLYVK RSUs previously granted to Mr. Wendling and Ms. Wilm based on their assessment of individual performance against the goals established in connection with the performance cash bonus program along with general observations of their leadership and executive performance.

  67. 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. In December 2023, Mr. Wendling and Ms. Wilm each received a multiyear stock option award (the 2023 Chief Multiyear Options) and a multiyear RSU award (the 2023 Chief Multiyear RSUs), which collectively 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. In order to supplement the intended value of stock options granted in prior years, Mr. Wendling and Ms. Wilm each also received a supplemental RSU award (the 2023 Chief Supplemental RSUs). Approximately one-third of the 2023 Chief Multiyear Options vested on December 8, 2024 and the remaining two-thirds vest in substantially equal installments on each of December 8, 2025 and December 8, 2026, and the 2023 Chief Multiyear Options expire on the seventh anniversary of the grant date. Approximately one-third of the 2023 Chief Multiyear RSUs vested on December 9, 2024 and the remaining two-thirds vest in substantially equal installments on each of December 9, 2025 and December 9, 2026, and thirty-three percent of the 2023 Chief Supplemental RSUs vested on each of December 14, 2023 and December 9, 2024, and the remaining thirty-four percent will vest on December 9, 2025. See the “Outstanding Equity Awards at Fiscal-Year End” table below for more information about the 2023 Chief Multiyear Options, 2023 Chief Multiyear RSUs and 2023 Chief Supplemental RSUs.

  68. CHANGES FOR 2025—CHIEF EXECUTIVE OFFICER TRANSITION

    CHANGES FOR 2025—CHIEF EXECUTIVE OFFICER TRANSITION Mr. Malone served as our company’s interim President and Chief Executive Officer from January 1, 2025 through January 31, 2025. Mr. Malone’s compensation described herein remained the same during such period. Effective February 1, 2025, Derek Chang was appointed to the role of our President and Chief Executive Officer. From January 1, 2025 through January 31, 2025, Mr. Chang received the same cash retainer fee as our company’s other non-employee directors. Effective February 1, 2025, Mr. Chang’s nonemployee director equity awards granted to him in December 2024 were cancelled and, pursuant to Mr. Chang’s offer of employment, effective as of February 1, 2025, Mr. Chang receives an annual base salary of $2.5 million and he received an initial signing bonus of $150,000. He also received (1) a one-time upfront signing grant of RSUs with respect to shares of FWONK with a grant date fair value equal to $5 million and (2) a one-time upfront grant of RSUs with respect to FWONK with a grant date fair value equal to $15 million, each of which will vest in full on February 1, 2030. Mr. Chang will also be eligible to receive an annual grant of options with respect to FWONK with a grant date fair value equal to $3 million (the CEO Annual Options). The CEO Annual Options will vest on a declining schedule, such that (a) the CEO Annual Options granted in 2025 will vest equally over five years, (b) the CEO Annual Options granted in 2026 will vest equally over four years; (c) the CEO Annual Options granted in 2027 will vest equally over three years; (d) the CEO Annual Options granted in 2028 will vest equally over two years; and (e) the CEO Annual Options granted in 2029 will vest in one year. The CEO Annual Options will expire on the seventh anniversary of the grant date. Mr. Chang will be entitled to terminate his employment with our company at any time, with or without cause or advance notice. In the event Mr. Chang’s employment is terminated by Mr. Chang or by our company for “cause” (as defined in the offer of employment), all salary and benefits will terminate upon Mr. Chang’s last day of employment and any outstanding unvested equity awards will be forfeited. In the event Mr. Chang’s employment is terminated by our company other than for “cause,” Mr. Chang will be entitled to (i) 12 months of his then-annual base salary, (ii) participation in our company’s benefits (to the extent permissible) for an additional 12 months and (iii) full vesting of any then-outstanding equity awards.

  69. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  70. SUMMARY COMPENSATION TABLE

    | Name and Principal Position (as of 12/31/24) | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7)(8)(9) | Total ($) | | John C. Malone Chairman of the Board | 2024 | 3,003 | — | — | — | — | 132,980 | 1,040,761(10) | 1,176,744 | | | 2023 | 2,925 | — | — | — | — | 151,022 | 1,111,591(10) | 1,265,538 | | | 2022 | 2,925 | — | — | — | — | 167,083 | 1,140,354(10) | 1,310,362 | | Gregory B. Maffei President and Chief Executive Officer | 2024 | 1,620,000 | 1,000,000 | 8,731,320 | 1,126,049 | 9,485,400 | 1,682,320 | 646,833(11)(12) | 24,291,922 | | | 2023 | 1,620,000 | — | 7,131,983 | 3,822,432 | 14,274,900 | 1,111,010 | 694,868(11)(12) | 28,655,193 | | | 2022 | 1,470,000 | — | — | 7,800,250 | 11,703,650 | 699,014 | 690,093(11)(12) | 22,363,007 | | Brian J. Wendling Principal Financial Officer and Chief Accounting Officer | 2024 | 668,250 | — | 608,092 | — | 726,165 | 197,733 | 34,119 | 2,234,359 | | | 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 | | Renee L. Wilm Chief Legal Officer and Chief Administrative Officer | 2024 | 1,455,000 | — | 1,186,573 | — | 1,198,800 | — | 24,853 | 3,865,226 | | | 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 |

  71. 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, 2024, 2023 and 2022. For a description of the allocation of compensation between our company each of the Service Companies, see “—Compensation Discussion and Analysis—Services Agreements” above. (2) Represents the payment received as consideration for Mr. Maffei’s waiver of any right to resign from his employment from our company for “good reason” (as such term was defined in the 2019 Maffei Employment Agreement) as a result of the Split-Off. (3) Reflects, as applicable, the grant date fair value of the RSUs granted to our named executive officers during 2024, 2023 and 2022. The table reflects the grant date fair value of the 2024 Maffei FWONK RSUs, 2024 Maffei LSXMK RSUs, the 2024 Chief RSUs, the 2023 Chief Multiyear RSUs, the 2023 Chief Supplemental RSUs, the performance-based RSUs granted to Mr. Maffei in 2023 in satisfaction of our obligations under the 2019 Maffei Employment agreement and the performance-based RSUs granted to Mr. Wendling and Ms. Wilm in 2023 and 2022. A maximum payout equal to 1.5 times the target number of 2024 Maffei FWONK RSUs, 2024 Maffei LSXMK RSUs and the performance-based RSUs granted to Mr. Maffei in 2023, or $9,504,116, $3,592,864 and $10,697,975, 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 13 to our consolidated financial statements for the year ended December 31, 2024 (which are included in our 2024 Form 10-K). (4) The grant date fair value of 2024, 2023 and 2022 stock option awards, including the 2024 Maffei LLYVK Options, the 2023 Chief Multiyear Options, and the options granted to Mr. Maffei in 2023 and 2022 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 13 to our consolidated financial statements for the year ended December 31, 2024 (which are included in the 2024 Form 10-K). (5) Represents each named executive officer’s annual performance-based bonus. For a description of our allocable portion of the annual performance-based bonuses for 2024 (and the impact of the Split-Off thereon), see “—Executive Compensation—2024 Performance-Based Bonuses.” (6) Reflects the above-market earnings credited during 2024, 2023 and 2022 to the deferred compensation accounts of each applicable named executive officer. See “—Compensation Discussion and Analysis—Elements of 2024 Executive Compensation—Deferred Compensation,” “Executive Compensation—Executive Compensation Arrangements—John C. Malone,” and the “Nonqualified Deferred Compensation Plans” table below. (7) 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.

  72. SUMMARY COMPENSATION TABLE

    | | Amounts ($) | | | | Name | 2024 | 2023 | 2022 | | John C. Malone | 2,855 | 2,781 | 2,781 | | Gregory B. Maffei | 4,064 | 4,063 | 3,687 | | Brian J. Wendling | 2,124 | 2,045 | 2,098 | | Renee L. Wilm | 2,543 | 1,522 | 1,522 |

  73. SUMMARY COMPENSATION TABLE

    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. In 2024, Mr. Wendling received an anniversary gift in recognition of his 25th anniversary of employment with our company. From time to time, with the approval of the Chief Executive Officer, our named executive officers were permitted to use a portion of our NetJets, Inc. contract for personal use, provided they reimburse Liberty Media for costs associated therewith. (9) 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 QVC Group under the QVC Group Services Agreement for QVC Group’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:

  74. SUMMARY COMPENSATION TABLE

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

  75. 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 2024, 2023 and 2022.

  76. SUMMARY COMPENSATION TABLE

    | | Amounts ($) | | | | Name | 2024 | 2023 | 2022 | | John C. Malone | 26,565 | 24,750 | 22,875 | | Gregory B. Maffei | 18,630 | 17,820 | 14,945 | | Brian J. Wendling | 27,945 | 25,740 | 24,400 | | Renee L. Wilm | 22,310 | 29,370 | 26,951 |

  77. SUMMARY COMPENSATION TABLE

    With respect to these matching contributions, all of our named executive officers are fully vested. (10) Includes the following amounts which were allocated to our company under the QVC Group Services Agreement:

  78. SUMMARY COMPENSATION TABLE

    | | Amounts ($) | | | | | 2024 | 2023 | 2022 | | Reimbursement for personal legal, accounting and tax services | 46,200 | 45,000 | 45,000 | | Compensation related to personal use of corporate aircraft(a) | 312,055 | 391,767 | 400,904 | | Tax payments made on behalf of Mr. Malone | 650,994 | 643,841 | 665,306 |

  79. 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. (11) Includes the below amounts which were allocated to our company under the 2019 Maffei Employment Agreement for 2024, 2023 and 2022.

  80. SUMMARY COMPENSATION TABLE

    | | Amounts ($) | | | | | 2024 | 2023 | 2022 | | Compensation related to personal use of corporate aircraft(a) | 619,576 | 665,965 | 668,227 |

  81. SUMMARY COMPENSATION TABLE

    (a) Calculated based on aggregate incremental cost of such usage to our company. 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.

  82. 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, 2024, 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, 2024, which consisted of employees located in the U.S., the United Kingdom, Qatar, Australia, the Netherlands and Monaco, representing all full-time, part-time, seasonal and temporary employees employed by our company and our consolidated subsidiaries, Formula 1, Las Vegas Grand Prix and Quint, 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 2024, 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 2024. 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 2024, 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:

  83. PAY RATIO INFORMATION

    | Chief Executive Officer Total Annual Compensation | $24,291,922 | | Median Employee Total Annual Compensation | $95,041 | | Ratio of Chief Executive Officer to Median Employee Total Annual Compensation | 256:1 |

  84. 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, 2024 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 LSXMK 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 SIRI common stock.

  85. 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 (#)(2) | | | | | | Gregory B. Maffei | | | | | | | | | | | | | | 03/05/2024(3) | — | 9,180,000 | 18,360,000 | — | — | — | — | — | — | — | | FWONK | 03/05/2024(4) | — | — | — | — | 87,940 | 131,910 | — | — | — | 6,336,077 | | LLYVK | 03/05/2024 | — | — | — | — | — | — | — | 70,082(5) | 40.04 | 1,126,049 | | LSXMK | 03/05/2024(4) | — | — | — | — | 81,721 | 122,582 | — | — | — | 2,395,243 | | Brian J. Wendling | | | | | | | | | | | | | | 03/05/2024(3) | — | 445,500 | 891,000 | — | — | — | — | — | — | — | | FWONK | 03/05/2024(4) | — | — | — | — | 5,529 | — | — | — | — | 398,364 | | LLYVK | 03/05/2024(4) | — | — | — | — | 1,684 | — | — | — | — | 67,427 | | LSXMK | 03/05/2024(4) | — | — | — | — | 4,855 | — | — | — | — | 142,300 | | Renee L. Wilm | | | | | | | | | | | | | | 03/05/2024(3) | — | 810,000 | 1,620,000 | — | — | — | — | — | — | — | | FWONK | 03/05/2024(4) | — | — | — | — | 10,789 | — | — | — | — | 777,347 | | LLYVK | 03/05/2024(4) | — | — | — | — | 3,286 | — | — | — | — | 131,571 | | LSXMK | 03/05/2024(4) | — | — | — | — | 9,473 | — | — | — | — | 277,654 |

  86. GRANTS OF PLAN-BASED AWARDS

    (1) Our 2024 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 2024 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’ 2024 compensation allocated to our company in March 2024, when the performance-based bonus program was established. (2) The terms of the 2024 Maffei FWONK RSUs, 2024 Maffei LSXMK RSUs and 2024 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 2024 Maffei FWONK RSUs, 2024 Maffei LSXMK RSUs and 2024 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 2024 Maffei FWONK RSUs, 2024 Chief FWONK RSUs and 2024 Chief LLYVK RSUs, in each case, that vested see “—Compensation Discussion and Analysis—Elements of 2024 Executive Compensation—Equity Incentive Compensation—Annual Equity Awards.” As noted above, in connection with the Split-Off, the vesting of the 2024 Maffei LSXMK RSUs and the 2024 Chief RSUs with respect to LSXMK were accelerated prior thereto at the target level of performance and treated as Liberty SiriusXM common stock in connection with the Split-Off. (3) Reflects the date on which our compensation committee established the terms of the 2024 performance-based bonus program, as described under “—Compensation Discussion and Analysis—Elements of 2024 Executive Compensation—2024 Performance-based Bonuses.” (4) Reflects the date on which our compensation committee established the terms of the 2024 Maffei FWONK RSUs, 2024 Maffei LSXMK RSUs and 2024 Chief RSUs as described under “—Compensation Discussion and Analysis—Elements of 2024 Executive Compensation—Equity Incentive Compensation—Annual Equity Awards” above. Reflects the 2024 Maffei LLYVK Options, which vested in full on December 31, 2024.

  87. 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, 2024 and held by the named executive officers (with the exception of John C. Malone, who had no outstanding equity awards as of December 31, 2024).

  88. 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 | 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 | — | — | — | — | | 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 | — | — | — | — | | LLYVK | 238,309 | — | — | 50.69 | 12/15/2026 | — | — | — | — | | FWONK | 246,726 | — | — | 28.00 | 03/11/2027 | — | — | — | — | | LLYVK | 10,560 | — | — | 13.32 | 03/11/2027 | — | — | — | — | | LLYVK | 99,563 | — | — | 42.90 | 03/11/2027 | — | — | — | — | | FWONK | 545,627 | — | — | 42.10 | 12/10/2027 | — | — | — | — | | LLYVK | 23,360 | — | — | 20.03 | 12/10/2027 | — | — | — | — | | LLYVK | 170,918 | — | — | 45.33 | 12/10/2027 | — | — | — | — | | LLYVK | 65,947 | — | — | 48.78 | 03/10/2028 | — | — | — | — | | FWONK | 181,658 | — | — | 56.44 | 03/09/2029 | — | — | — | — | | LLYVK | 7,779 | — | — | 26.85 | 03/09/2029 | — | — | — | — | | LLYVK | 54,569 | — | — | 48.20 | 03/09/2029 | — | — | — | — | | LLYVK | 95,427 | — | — | 33.56 | 03/03/2030 | — | — | — | — | | LLYVK | 70,082 | — | — | 40.04 | 03/05/2031 | — | — | — | — | | RSU Awards | | | | | | | | | | | FWONK | — | — | — | — | — | — | — | 87,940(1) | 8,148,520 | | Brian J. Wendling | | | | | | | | | | | Option Awards | | | | | | | | | | | FWONK | 14,509 | — | — | 42.10 | 12/10/2027 | — | — | — | — | | LLYVK | 621 | — | — | 20.03 | 12/10/2027 | — | — | — | — | | LLYVK | 8,830 | — | — | 45.33 | 12/10/2027 | — | — | — | — | | FWONK | 9,107 | 18,214(2) | — | 62.92 | 12/08/2030 | — | — | — | — | | LLYVK | 2,807 | 5,615(2) | — | 33.97 | 12/08/2030 | — | — | — | — | | RSU Awards | | | | | | | | | | | FWONK | — | — | — | — | — | — | — | 5,529(1) | 512,317 | | LLYVK | — | — | — | — | — | — | — | 1,684(1) | 114,613 | | FWONK | — | — | — | — | — | 7,433(3) | 688,742 | — | — | | LLYVK | — | — | — | — | — | 2,265(3) | 154,156 | — | — | | FWONK | — | — | — | — | — | 1,472(4) | 136,396 | — | — | | LLYVK | — | — | — | — | — | 1,214(4) | 82,625 | — | — | | Renee L. Wilm | | | | | | | | | | | Option Awards | | | | | | | | | | | FWONK | 66,510 | — | — | 42.06 | 11/13/2026 | — | — | — | — | | LLYVK | 3,211 | — | — | 20.01 | 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 | — | — | — | — | | LLYVK | 4,295 | — | — | 45.33 | 12/10/2027 | — | — | — | — | | FWONK | 17,770 | 35,540(2) | — | 62.92 | 12/08/2030 | — | — | — | — | | LLYVK | 5,478 | 10,956(2) | — | 33.97 | 12/08/2030 | — | — | — | — |

  89. 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 | — | — | — | — | — | — | — | 10,789(1) | 999,709 | | LLYVK | — | — | — | — | — | — | — | 3,286(1) | 223,645 | | FWONK | — | — | — | — | — | 14,502(3) | 1,343,755 | — | — | | LLYVK | — | — | — | — | — | 4,420(3) | 300,825 | — | — | | FWONK | — | — | — | — | — | 2,659(4) | 246,383 | — | — | | LLYVK | — | — | — | — | — | 2,192(4) | 149,188 | — | — |

  90. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1) Represents the target number of 2024 Maffei FWONK RSUs, 2024 Chief FWONK RSUs and 2024 Chief LLYVK RSUs that each of Messrs. Maffei and Wendling and Ms. Wilm could earn based on performance in 2024. (2) Represents the remaining tranches of the 2023 Chief Multiyear Options, which vest in substantially equal installments on each of December 8, 2025 and December 8, 2026. (3) Represents the remaining tranches of the 2023 Chief Multiyear RSUs, which vest in substantially equal installments on each of December 9, 2025 and December 9, 2026. Represents the remaining tranche of the 2023 Chief Supplemental RSUs, which vests on December 9, 2025.

  91. 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, 2024.

  92. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#)(1) | Value realized on exercise ($) | Number of shares acquired on vesting (#)(2)(3) | Value realized on vesting ($) | | Gregory B. Maffei | | | | | | FWONK | 310,508 | 14,771,235 | 83,000 | 5,918,730 | | LLYVK | 412,343 | 5,635,058 | 3,552 | 142,116 | | LSXMK | 945,400 | 3,119,820 | 81,721 | 1,890,207 | | Brian J. Wendling | | | | | | FWONK | — | — | 8,877 | 749,170 | | LLYVK | — | — | 3,790 | 227,637 | | LSXMK | — | — | 26,933 | 657,940 | | Renee L. Wilm | | | | | | FWONK | 8,500 | 312,035 | 16,575 | 1,403,947 | | LLYVK | — | — | 7,010 | 423,125 | | LSXMK | — | — | 51,786 | 1,260,998 |

  93. OPTION EXERCISES AND STOCK VESTED

    (1) For Mr. Maffei, the number of LSXMK options exercised represents awards that were exercised prior to the Split-Off. (2) Includes shares withheld in payment of withholding taxes at election of holder. For Messrs. Maffei and Wendling and Ms. Wilm, reflects (i) the number of shares received upon March 2024 vesting of the performance-based RSUs granted to each such named executive officer in 2023, (ii) the number of shares received upon August 2024 vesting of the 2024 Maffei LSXMK RSUs, the 2024 Chief RSUs and the 2023 Chief Multiyear RSUs, in each case, with respect to LSXMK, and (iii) for Mr. Wendling and Ms. Wilm, shares received upon vesting of the first tranche of the 2023 Chief Multiyear RSUs with respect to FWONK and LLYVK and the second tranche of the 2023 Chief Supplemental RSUs with respect to FWONK and LLYVK.

  94. 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, 2024. Messrs. Maffei and Wendling 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 2024, Ms. Wilm did not participate in any deferred compensation arrangements.

  95. NONQUALIFIED DEFERRED COMPENSATION PLANS

    | Name | Executive contributions in 2024 ($) | Registrant contributions in 2024 ($) | Aggregate earnings in 2024 ($)(1) | Aggregate withdrawals/ distributions ($) | Aggregate balance at 12/31/24 ($)(1)(2) | | John C. Malone | — | — | 1,352,299 | (3,082,818) | 9,804,277 | | Gregory B. Maffei | 10,590,533 | — | 4,119,183 | — | 55,510,291 | | Brian J. Wendling | 456,811 | — | 482,382 | (128,243) | 5,558,360 | | Renee L. Wilm | — | — | — | — | — |

  96. 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 2024:

  97. NONQUALIFIED DEFERRED COMPENSATION PLANS

    | Name | Amount ($) | | John C. Malone | 132,980 | | Gregory B. Maffei | 1,682,320 | | Brian J. Wendling | 197,733 | | Renee L. Wilm | — |

  98. 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:

  99. NONQUALIFIED DEFERRED COMPENSATION PLANS

    | | Amount ($) | | | Name | 2023 | 2022 | | John C. Malone | 151,022 | 167,083 | | Gregory B. Maffei | 1,111,010 | 699,014 | | Brian J. Wendling | 184,560 | 146,169 | | Renee L. Wilm | — | — |

  100. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  101. BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL

    BENEFITS PAYABLE UPON TERMINATION OR CHANGE IN CONTROL

  102. 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) | 8,021,760 | 8,021,760 | 8,021,760 | 8,021,760 | 8,021,760 | 8,021,760 | | 1993 Deferred Compensation Arrangement(3) | 984,175 | 984,175 | 984,175 | 837,232 | 984,175 | 984,175 | | 1982 Deferred Compensation Arrangement(3) | 11,603,997 | 11,603,997 | 11,603,997 | 8,967,045 | 11,603,997 | 11,603,997 | | Options | — | — | — | — | — | — | | RSUs | — | — | — | — | — | — | | Total | 20,629,432 | 20,609,932 | 20,629,432 | 17,826,037 | 20,629,432 | 20,629,432 | | Brian J. Wendling | | | | | | | | Deferred Compensation | 5,558,360(4) | 5,558,360(4) | 5,558,360(4) | 5,558,360(4) | 5,558,360(4) | 5,558,360(5) | | Options | 1,330,640(6) | —(7) | 1,949,322(8) | 2,063,740(9) | 2,063,740(9) | 2,063,740(10) | | RSUs | —(6) | —(7) | 1,556,923(8) | 1,688,848(9) | 1,688,848(9) | 1,688,848(10) | | Total | 6,889,000 | 5,558,360 | 9,064,605 | 9,310,948 | 9,310,948 | 9,310,948 | | Renee L. Wilm | | | | | | | | Options | 5,475,451(6) | —(7) | 6,682,669(8) | 6,905,900(9) | 6,905,900(9) | 6,905,900(10) | | RSUs | —(6) | —(7) | 3,006,254(8) | 3,263,505(9) | 3,263,505(9) | 3,263,505(10) | | Total | 5,475,451 | — | 9,688,923 | 10,169,405 | 10,169,405 | 10,169,405 |

  103. 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, 2024, 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 QVC Group Services Agreement, 25% of such lump sum severance payment would have been allocable to QVC Group. (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, 2024. 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. (3) 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, 2024. 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, 2024, 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. (4) Under the 2006 deferred compensation plan, we do not and QVC Group does not have an acceleration right to pay out account balances to Mr. Wendling upon a termination of employment. However, Mr. Wendling 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 Mr. Wendling has elected to receive payout upon a separation from service of all deferred compensation, including interest. (5) 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). Each of Mr. Wendling’s and Ms. Wilm’s vested options would remain outstanding and exercisable in accordance with their terms in the event each of Mr. Wendling’s or Ms. Wilm’s employment had been terminated by him or her as of December 31, 2024. The value of each of Mr. Wendling’s and Ms. Wilm’s vested options are included in the table. If Mr. Wendling’s or Ms. Wilm’s employment had been terminated by him or her as of December 31, 2024, all of the 2024 Chief FWONK RSUs, 2024 Chief LLYVK RSUs and the unvested portions of the 2023 Chief Multiyear Options, 2023 Chief Multiyear RSUs and 2023 Chief Supplemental RSUs, in each case, with respect to FWONK or LLYVK, would have been forfeited. If each of Mr. Wendling and Ms. Wilm was terminated by Liberty Media for “cause” as of December 31, 2024, all of his or her outstanding option and RSU grants would have been forfeited. (8) Based on (i) the number of vested options held by such named executive officer as of December 31, 2024, (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, 2024, in each case, with respect to FWONK or LLYVK, 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, 2024 and (iii) the number of 2024 Chief FWONK RSUs and 2024 Chief LLYVK RSUs held by Mr. Wendling 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. As described above, our compensation committee vested 100% of the 2024 Chief FWONK RSUs and 2024 Chief LLYVK RSUs, which are reflected in the table above. (9) Based on (i) the number of vested options held by the named executive officers as of December 31, 2024, (ii) the number of 2023 Chief Multiyear Options, 2023 Chief Multiyear RSUs and 2023 Chief Supplemental RSUs, in each case, with respect to FWONK and LLYVK, held by Mr. Wendling and Ms. Wilm as of December 31, 2024 and (iii) the number of 2024 Chief FWONK RSUs and 2024 Chief LLYVK RSUs held by Mr. Wendling and Ms. Wilm that would vest pursuant to the following: If Mr. Wendling’s or Ms. Wilm’s employment had been terminated due to death or disability as of December 31, 2024, all of the 2024 Chief FWONK RSUs and 2024 Chief LLYVK RSUs would have vested and the 2023 Chief Multiyear Options, 2023 Chief Multiyear RSUs and 2023 Chief Supplemental RSUs, in each case, with respect to FWONK and LLYVK, would have vested pursuant to the forward vesting provisions in Mr. Wendling’s and Ms. Wilm’s award agreements. As described above, our compensation committee vested 100% of the 2024 Chief FWONK RSUs and 2024 Chief LLYVK RSUs, which are reflected in the table above. Upon a change of control, we have assumed for purposes of the tabular presentation above that all of the 2024 Chief FWONK RSUs and 2024 Chief LLYVK RSUs and the unvested portions of the 2023 Chief Multiyear Options, 2023 Chief Multiyear RSUs and 2023 Chief Supplemental RSUs, in each case, with respect to FWONK and LLYVK, would have vested. The table includes the value of Mr. Wendling’s and Ms. Wilm’s vested options.

  104. 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.

  105. 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) | | 2024 | 24,291,922 | 43,550,114 | 2,425,443 | 3,749,394 | FWONA | 200.30 | 90.83 | (2,475) | 1,517 | | | | | | | FWONK | 208.60 | | | | | | | | | | LSXMA | 62.76 | | | | | | | | | | LSXMB | 46.26 | | | | | | | | | | LSXMK | 59.79 | | | | | | | | | | LLYVA | 186.29 | | | | | | | | | | LLYVK | 180.63 | | | | | 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 | | | |

  106. 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) | | 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 | | | | | 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 | | | |

  107. 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 (a) each of the fiscal years 2020, 2021, 2022 and 2023 were Messrs. Malone, Wendling and Albert Rosenthaler (our company’s former Chief Corporate Development Officer) and Ms. Wilm and (b) 2024 were Messrs. Malone and Wendling 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:

  108. 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 | | | | | | | | | | 2024 | 24,291,922 | (8,731,320) | (1,126,049) | — | — | 12,731,550 | 16,384,011 | 43,550,114 | | 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 |

  109. 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 | | Non-PEO NEOs | | | | | | | | | | 2024 | 2,425,443 | (598,222) | — | — | 819,086 | 727,827 | 375,259 | 3,749,394 | | 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 |

  110. PAY VERSUS PERFORMANCE

    (a) Reflects, for Mr. Maffei, the applicable amounts reported in the Summary Compensation Table and for the non-PEO NEOs, the average of the applicable amounts reported in the Summary Compensation Table in each of the fiscal years indicated. (b) The adjustments made to the fair value of equity awards in accordance with Item 402(v) of Regulation S-K do not include adjustments for dividends paid or the fair value of equity awards received in lieu of cash compensation foregone at a named executive officer’s election where such amounts are reported in the Salary, Bonus or All Other Compensation columns of the Summary Compensation Table in accordance with SEC guidance. (c) Reflects, with respect to Mr. Maffei, the fair value and, with respect to the non-PEO NEOs, the average of the fair values, as of the end of the covered fiscal year of awards granted in, and remaining outstanding and unvested (in whole or in part) as of the end of, the covered fiscal year. (d) Reflects, with respect to Mr. Maffei, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the end of the covered fiscal year of awards granted in prior fiscal years that remained outstanding and unvested (in whole or in part) as of the end of the covered fiscal year. (e) Reflects, with respect to Mr. Maffei, the fair value, and with respect to the non-PEO NEOs, the average of the fair values, as of the day awards became vested in the covered fiscal year, when such awards were also granted in the covered fiscal year. (f) Reflects, with respect to Mr. Maffei, the change in fair value, and with respect to the non-PEO NEOs, the average of the change in fair values, from the end of the prior fiscal year to the day awards became vested in the covered fiscal year, when such awards were granted in a prior fiscal year. (4) Represents the cumulative total stockholder return on an initial fixed $100 investment: (a) for each covered fiscal year, in each of our Series A and Series C Liberty Formula One common stock (Nasdaq: FWONA, FWONK) from December 31, 2019 through December 31 of each covered fiscal year; (b) for each covered fiscal year, in each of our Series A, Series B and Series C Liberty SiriusXM common stock (Nasdaq: LSXMA, LSXMB, LSXMK) from December 31, 2019 through December 31 of each of 2020, 2021, 2022 and 2023 and September 9, 2024 (the date of the Split-Off); (c) for 2020, 2021, 2022 and 2023, in each of our former Series A and Series C Liberty Braves common stock (Nasdaq: BATRA, BATRK) from December 31, 2019 through December 31 of each of 2020, 2021 and 2022 and July 18, 2023 (the date our company completed the split-off of Atlanta Braves Holdings); and (d) for 2023 and 2024, in each of LLYVA and LLYVK from August 4, 2023 through December 31 of each covered fiscal year. (5) For each covered fiscal year, represents the cumulative total stockholder return on an initial fixed $100 investment in the S&P 500 Media Index from December 31, 2019 through December 31 of each covered fiscal year. (6) Represents the amount of net income reflected in our consolidated financial statements for each covered fiscal year. We define Adjusted OIBDA 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), and impairment charges. For purposes of this disclosure, Adjusted OIBDA includes our attributable interests in our equity investments.

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

    Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return

  112. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income

  113. Relationship Between Compensation Actually Paid and Adjusted OIBDA

    Relationship Between Compensation Actually Paid and Adjusted OIBDA