DEF 14A of Liberty Global Ltd., Apr 3, 2024

DEF 14A of Liberty Global Ltd.

Filed Apr 3, 2024 · FY20230001193125-24-086025

Open on EDGAR

  1. PROXY VOTING METHODS

    | Narrative to Summary Compensation and Grants of Plan-Based Awards Table | 46 | | Outstanding Equity Awards at Fiscal Year-End | 47 | | Option/SAR Exercises and Shares Vested | 49 | | Deferred Compensation Plan | 49 | | Employment and Other Agreements | 50 | | Potential Payments Upon Termination or Change in Control | 55 | | Termination of Employment | 55 | | Change in Control | 58 | | CEO Pay Ratio | 61 | | Pay Versus Performance | 62 | | Tabular Disclosure of Pay Versus Performance | 62 | | Discussion of PVP Figures | 63 | | Table of Performance Measures | 66 | | Director Compensation | 67 | | 2023 Compensation of Directors | 69 | | INCENTIVE PLANS | 72 | | PROPOSAL 1 - THE DIRECTOR ELECTION PROPOSAL | 75 | | The Board | 75 | | Vote and Recommendation | 75 | | Nominees for Election of Directors | 76 | | Directors Whose Term Expires in 2024 | 76 | | Directors Whose Term Expires in 2025 | 78 | | Directors Whose Term Expires in 2026 | 80 | | PROPOSAL 2 - THE AUDITOR RATIFICATION PROPOSAL | 82 | | Vote and Recommendation | 82 | | Audit Fees and All Other Fees | 82 | | Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor | 83 | | Audit Committee Report | 84 | | CERTAIN TRANSACTIONS | 85 | | Certain Relationships | 85 | | SHAREHOLDER PROPOSALS | 85 | | ADDITIONAL INFORMATION | 86 |

  2. EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION

    EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION We are an international converged broadband internet, video, fixed-line telephony and mobile services company. We are focused on building fixed-mobile convergence champions, and we are constantly striving to enhance and simplify our customers’ lives through quality services and products that give them the freedom to connect, converse, work and be entertained anytime, anywhere they choose. To that end, we deliver market-leading products through next-generation networks that, as of December 31, 2023, connect retail and wholesale customers subscribing to 85 million broadband internet, video, fixed-line telephony and mobile connections across our brands, including customers served through our 50/50 joint ventures with Vodafone PLC in the Netherlands (the VodafoneZiggo JV) and Telefónica S.A. in the U.K (the VMO2 JV). Our primary consolidated business operations are located in Ireland, Belgium, Switzerland and Slovakia. Additionally, our global investment arm, Liberty Global Ventures, has investments in more than 75 companies and funds in the fields of content, technology and infrastructure, including strategic stakes in companies such as ITV, Televisa Univision, Plume, AtlasEdge and the Formula E racing series. Our businesses operate in an environment marked by intense competition, extensive regulation and rapid technological change. We place great importance on our ability to attract, retain, motivate and reward talented executives who, faced with these challenges, can execute our strategy to drive shareholder value through strong organic growth, technological innovation, product convergence and prudent capital structure management. In this section, we provide an overview of our compensation process and philosophy and describe how our executive compensation packages are designed, including greater detail on individual elements of the packages. We also provide detail on the performance under our most recent executive compensation awards and historical context on key decisions and changes that were made with respect to our executives’ compensation packages and other compensation-related matters. Named Executive Officers. Compensation information is provided for our NEOs — Michael T. Fries, our CEO and vice chairman of our board of directors; Charles H.R. Bracken, our chief financial officer; and our three other most highly compensated executive officers at the end of 2023: Bryan H. Hall, our general counsel and secretary, Enrique Rodriguez, our chief technology officer and Andrea Salvato, our chief development officer. After the information on our NEOs, we also provide information relating to the compensation of our non-executive directors.

  3. Overview of Compensation Process

    Overview of Compensation Process The compensation committee of our board of directors was established to assist our board in discharging its duties with respect to compensation of our executive officers and the administration of our incentive plans. The committee is responsible for identifying the company’s primary goals with respect to executive compensation, implementing compensation programs designed to achieve those goals, subject to appropriate safeguards to avoid unnecessary risk taking, and monitoring performance against those goals and associated risks. The chair of our compensation committee reports to our board of directors on its annual compensation decisions, the administration of existing programs and the development of new programs. The members of our compensation committee are each “independent directors” (as defined under the NASDAQ rules) and “non-employee directors” (as defined in Rule 16b-3 of the SEC’s rules under the Exchange Act). Compensation decisions with respect to our executive officers, including our NEOs, are made by our compensation committee. Our CEO is actively engaged in providing input to the compensation committee on compensation decisions for members of our senior management team in a variety of ways, including recommending annual salary increases, annual performance goals, the target and/or maximum performance awards for the executive team and evaluating their performance. With the assistance of our human resources and legal teams, our CEO is also involved in formulating the terms of proposed performance or incentive award programs for consideration by the compensation committee, evaluating alternatives and recommending revisions. Other senior officers, within the scope of their respective job responsibilities, participate in gathering and presenting to the compensation committee various legal, tax and accounting analyses relevant to compensation and benefits decisions. Decisions with respect to our CEO’s compensation are made in private sessions of the compensation committee without the presence of management. In making its decisions, the compensation committee ultimately relies on the general business and industry knowledge and experience of its members and the compensation committee’s own evaluation of company and NEO performance. From time to time, the compensation committee may retain one or more compensation consultants to assist it in evaluating proposed changes in compensation programs or levels of compensation and to provide comparative data. At the 2023 annual general meeting, shareholders representing a majority of our shares entitled to vote and present at such meeting approved, on an advisory basis, the compensation of our NEOs, as disclosed in the proxy statement for such meeting. As a result of that vote, the compensation committee did not implement significant changes to the overall executive compensation program. The compensation committee engages third party consultants directly on an as-needed basis. Historically it has engaged Pearl Meyer & Partners and Deloitte in these capacities, on an independent basis. In 2023, the compensation committee engaged Pearl Meyer & Partners to provide limited advice with respect to the Liberty Global 2023 Incentive Plan (the 2023 Plan) and The Croner Company to provide advice and support on a variety of topics, including, among others, updating the company’s peer group for Executive Compensation. With respect to comparators and peers, given the multinational nature of its business, but taking into account the company’s NASDAQ listing, the compensation committee evaluates compensation based upon U.S., U.K. and continental European comparators and peers. Benefits for example are generally based upon the prevailing practice in the country in which the executive lives and works. The compensation committee does not specifically target compensation levels at any particular percentile of a comparator group.

  4. Compensation Philosophy and Goals

    | ◾ | Incorporate multi-year vesting requirements and forfeiture provisions into our equity awards |

  5. Compensation Philosophy and Goals

    | ◾ | Emphasize long-term, equity-based compensation, the realizable value of which depends on increasing shareholder value through an increasing share price, as well as meeting financial and individual performance objectives |

  6. Long-Term Contracts

    Long-Term Contracts The compensation committee believes that long-term contracts with senior executives promote stability in management and achievement of Liberty Global’s strategic objectives. Certain of such contracts include customary non-compete and non-solicitation clauses after an executive’s employment term is ended and provide for customary resignation notice periods from the executive. Notice may be six months or more in European contracts. Each of our NEOs are subject to employment agreements, which are described below in —Employment and Other Agreements.

  7. Elements of Our Compensation Packages

    | Compensation Element | Salary and Benefits | Annual Bonus | Long-Term Incentive Plans | | Program | Cash salary and market-based benefits | Annual bonus paid in cash and/or shares | Awards of SARs, VIP units and RSUs with multi-year cliff or installment vesting that are expected to be settled in shares | | Key Features | Salary paid in local currency where executive is located, and benefits are provided depending on local customs and market practices | Uses pre-set quantitative financial and operational performance metrics and guides to individual and company performance | Short- and long-term alignment to shareholder interest, with incentive to accelerate appreciation of our stock price and the value of the company’s important ventures portfolio | | Value | Based upon individual performance, market-driven, and dependent in part on executive’s location | Primarily dependent on company-wide performance with incentives for individual over performance | Value of awards to NEOs driven primarily by company performance improvement and venture portfolio growth | | Risk Profile | Fixed | Variable short-term, performance-based | Variable long-term incentives |

  8. Elements of Our Compensation Packages

    Base Salary General. Base salary represents the least variable element of our NEOs’ compensation and is provided as an economic consideration for each executive’s level of responsibility, expertise, skills, knowledge, experience and value to the organization. Generally, decisions with respect to increases in base salaries are based on increased responsibilities, company-wide budgets and increases in the cost of living. Salaries have to take into account multiple factors such as our ability to attract and retain qualified and experienced candidates, market data, location, exchange rates, relative salaries among senior management, benefits, complexity of the position and salary at prior place of employment, among other considerations. 2023 Base Salaries. In February 2023, consistent with the annual salary increases for corporate-level employees in general, our compensation committee approved a 5% increase in the base salaries for certain NEOs, resulting in a base salary of £948,000 ($1,178,811) for Mr. Bracken, $1,209,000 for Mr. Hall, $1,156,000 for Mr. Rodriguez and £781,000 ($971,151) for Mr. Salvato. The 2023 salary increases for our corporate employees, including our NEOs, became effective on April 1, 2023. At Mr. Fries’ direction, he did not receive a salary increase in 2023, and, as a result, his salary remained unchanged at $2,563,000. Annual Performance Bonus Awards General. Annual performance bonus awards are one of the variable components of our executive officers’ compensation packages designed to motivate our executives to achieve our annual business goals and reward them for superior individual performance. Generally, at the outset of each fiscal year, the compensation committee approves the terms of the annual performance bonus program for the current year, including the individual performance goals for our CEO and each of the other NEOs for the coming year. Annual bonus target amounts for each NEO are subject to review each year by the compensation committee. Like other similarly situated executives, Mr. Fries’ annual bonus target amounts are set by the terms of his employment agreement. The compensation committee adjusts the company-wide targets and the individual performance objectives of each NEO for each year in order to provide appropriate “stretch” targets to incentivize performance. The compensation committee, together with our CEO, reviews and determines the achievement of company performance metrics as well as individual performance objectives of senior management, including our NEOs, and makes annual performance bonus payout determinations following the end of each fiscal year. The compensation committee also determines, in private session, whether our CEO has met his individual performance goals for the year and the amount to be paid to him with respect to his annual bonus. In connection with our annual performance bonus program, we have encouraged increased share ownership among senior management, including our NEOs, to align their incentives with those of our shareholders. As a result, the compensation committee has implemented a shareholding incentive plan (SHIP) that allows senior management to elect to receive up to 100% of their annual bonus in common shares of Liberty Global in lieu of cash. A participant who elects to receive shares in respect to all or a portion of their annual bonus will also receive RSUs equal to 12.5% of the gross number of shares earned under the annual bonus. These RSUs will vest approximately one year after the grant date, provided the participant holds all of the shares issued as part of the SHIP through that period. The number of common shares granted is based on the closing prices of our Liberty Global Class A and Liberty Global Class C shares on the date the bonus is paid and, in 2023, was delivered on a 1:2 ratio between our Liberty Global Class A and Liberty Global Class C shares. The compensation committee may also elect to issue Liberty Global Class B shares under the SHIP to one or more participants in the SHIP. Additionally, certain employees, including our NEOs, receive company shares under the SHIP for any amount of their annual performance bonus payout that exceeds such employee’s target bonus amount Design of 2023 Annual Bonus Program. As a geographically diverse company, we provide our operating companies with greater autonomy to define their own bonus programs within a reward governance framework set by the company (the Reward Framework). Under the Reward Framework, our operating companies may design their bonus programs around certain financial and non-financial metrics, weighting them as appropriate to compete for talent in the specific country or region in which they operate. In the case of the VodafoneZiggo JV and the VMO2 JV, the Reward Framework was governed in alignment with our joint venture partners. Our NEOs participated in the company’s central 2023 annual performance bonus program (the 2023 Annual Bonus Program). In approving the 2023 Annual Bonus Program, the compensation committee followed the general design of the 2022 annual performance bonus program, but refined what was formerly known as our ESG target to better align with our new People Planet Progress (PPP) agenda. The 2023 target achievable performance bonus awards for our NEO’s were $2.75 million for each of Messrs. Hall and Rodriguez, $3.5 million for Mr. Salvato and $4.0 million for Mr. Bracken. As provided in Mr. Fries’ employment agreement, his target achievable award was $16.0 million. The key elements of the 2023 Annual Bonus Program were:

  9. Elements of Our Compensation Packages

    | • | Each NEO’s target achievable performance bonus was based on achievement against four performance metrics, including two financial and two non-financial performance metrics: |

  10. Elements of Our Compensation Packages

    | • | Depending on the level of achievement of these company financial and non-financial metrics (except the PPP metric which was capped at 100%), a payout of up to 150% of the target bonus amount was available for over-performance against the budget or target. |

  11. Elements of Our Compensation Packages

    | • | Additionally, individual performance is reviewed by the compensation committee, which could reduce or increase the total 2023 annual bonus from 0% to a maximum of 150% of the total company performance payout (or up to a maximum of 217.5% of the participant’s target bonus). |

  12. Elements of Our Compensation Packages

    | | Potential Payout % re: Achievement of 2023 Budget | | | | | | 2023 Budget Achievement | Revenue (30%Weighting) | | Adjusted EBITDA less P&E Additions for Compensation Purposes (50%Weighting) | | Payout (% of Weighted Portion of Target Bonus Amount) (1) | | Over-Performance | ≥ | 102.5% | ≥ | 110.0% | 150.0% | | On-Target Performance | | 100.0% | | 100.0% | 100.0% | | Minimum Performance | | 91.0% | | 85.0% | 25.0% |

  13. Elements of Our Compensation Packages

    | (1) Percentages shown represent the payout that would result if specified performance levels were achieved for Revenue and Adjusted EBITDA less P&E Additions for Compensation Purposes budget, with a minimum payout of 0% in revenue and Adjusted EBITDA less P&E Additions for Compensation Purposes if the minimum performance threshold is not met. Payout percentages for percentage achievement of revenue and Adjusted EBITDA less P&E Additions for Compensation Purposes budgets, which fall in between these points would be determined by straight-line interpolation. |

  14. Elements of Our Compensation Packages

    Customer Metric. The customer metric under the 2023 Annual Bonus Plan was based on the achievement of certain customer and operational milestones by each of our operating companies, weighted in accordance with such operating company’s proportionate revenue. The customer and operational milestones vary by each operating company and include various key performance indicators, including metrics such as net promoter score, customer take-up of products or services and comparative churn rates. The target for each such customer metric is set by the compensation committee and evaluated following the end of the applicable year. The maximum payouts for each operating company vary from 120% to 150%. After the end of the year, the compensation committee multiplies the ratio of the milestone achievement against the target and then multiplies it by the applicable operating company’s weighting. These resulting percentages are summed to calculate the combined payout percentage for each of our NEOs. People Planet Progress Metric. The People Planet Progress metric uses six quantitative and qualitative goals linked to our PPP agenda that are set by the compensation committee, each with a weighting of between 1% and 3% of total payout. If the company achieves one of these goals, then the payout under the 2023 Annual Bonus Plan increases by that goal’s relative weighting, up to a maximum of 10% of the NEO’s annual bonus target. The compensation committee has included both quantitative and qualitative initiatives in the People Planet Progress metric, including, among others, initiatives and trainings linked to net zero, inclusivity survey results and programs and, corporate responsibility trainings. For quantifiable initiatives that can be achieved on a spectrum (e.g., 99 out of 100 of employees completed their compliance training), achievement of less than 80% of the target results in no payout for the applicable metric. The maximum payout on each metric is 100%. 2023 Annual Bonus Program Performance. At its meeting in February 2024, the compensation committee reviewed the actual revenue and Adjusted EBITDA less P&E Additions for Compensation Purposes for 2023 based on our audited 2023 financial results and also looked at the results of our operating companies’ customer metrics as well as how the company performed against its PPP targets. For this purpose, the 2023 budget was adjusted in accordance with the terms of the 2023 Annual Bonus Program and for certain other unbudgeted events that the compensation committee, in its discretion and consistent with past practice, determined distorted performance against the financial performance metrics. These revisions included adjustments: (1) to reflect consistent foreign currency exchange translations, (2) changes in accounting principles or policies, (3) for the impacts of certain acquisitions and dispositions and related matters, and (4) to increase or decrease for transactions that had inorganic impacts on our business. In the aggregate, these adjustments resulted in a net increase of budgeted revenue to $16.3 billion and a net increase of budgeted Adjusted EBITDA less P&E Additions for Compensation Purposes to $2.5 billion. For purposes of determining performance payout, the compensation committee confirmed that actual 2023 revenue was 99.8% of the adjusted budget and actual 2023 Adjusted EBITDA less P&E Additions for Compensation Purposes was 102.3% of the adjusted budget on a consolidated basis. The Customer metric resulted in a 60.2% payout based on the revenue-weighted performance of each of our operating companies, and the People Planet Progress metric resulted in a payout of 70.0%. The compensation committee approved the percentage payout for performance against the pre-established financial and non-financial metrics for each of the NEOs as set forth in the table below:

  15. Elements of Our Compensation Packages

    | 2023 Annual Performance Bonus Results | | | | | | % Payout for Revenue Performance (30%) | % Payout for Adjusted EBITDA less P&E Additions for Compensation Purposes Performance (50%) | % Payout for Customer Metric Performance (10%) | % Payout for People Planet Progress Metric Performance (10%) | Weighted Aggregate % of Target Bonus | | 98.1% | 111.4% | 60.2% | 70.0% | 98.2% |

  16. Elements of Our Compensation Packages

    | Name | 2023 Earned Bonus Amount ($) (1) | Portion of Bonus Paid in Cash ($) | Portion of Bonus Paid in Shares (2) | | Michael T. Fries | $15,518,263 | $15,518,263 | $— | | Charles H.R. Bracken | 4,226,441 | 4,000,000 | 226,441 | | Bryan H. Hall | 2,999,428 | 749,857 | 2,249,571 | | Enrique Rodriguez | 2,999,428 | — | 2,999,428 | | Andrea Salvato | 3,735,636 | 3,500,000 | 235,636 |

  17. Elements of Our Compensation Packages

    | (1) Final payouts of approved bonus awards were subject to further adjustments due to rounding, exchange rates and other factors. |

  18. Elements of Our Compensation Packages

    | (2) A portion of the bonus paid in shares of the company are subject to the SHIP, as further described below. |

  19. Elements of Our Compensation Packages

    | • | using multiple equity vehicles (RSUs, SARs and VIP) with different performance, retention, risk and reward profiles; |

  20. Elements of Our Compensation Packages

    | • | spreading target incentive compensation over multiple and overlapping performance/service periods and permitting changes to the performance metrics, weighting and targets from grant to grant; |

  21. Elements of Our Compensation Packages

    | • | SARs and RSUs, provide a retention mechanism and strong alignment with shareholders to realize a greater total shareholder return; and |

  22. Elements of Our Compensation Packages

    | • | risk of forfeiture and reduction of performance equity awards help ensure accountability of each executive for his or her own performance against personally tailored performance goals. |

  23. Elements of Our Compensation Packages

    Long-Term Incentive Plan 2023. The company implemented a three-pronged a long-term equity incentive plan for our NEOs in 2023, comprised of a grant of RSUs, SARs and awards under the company’s Ventures Incentive Plan (VIP), which operates on a rolling three-year basis (collectively, the 2023 LTIP). The 2023 LTIP was designed to encourage long-term company share price growth by increasing the economic ownership each NEO holds in the company. The grants made under the 2023 LTIP were significantly weighted in SARs, with exercise prices of $18.52 and $19.38 for our Class A and Class C shares, respectively. The value of these SARs depends entirely on share price appreciation above such prices. This focuses management’s efforts on achieving sustainable share price appreciation over the long term and directly aligns their interests with those of our shareholders who, like our NEOs, see potential for long-term value creation through an ownership stake in the company. In addition, our NEOs received a grant of VIP awards in 2023 that will vest in 2026 (the 2023 VIP Grants). The VIP is based upon performance of the company’s Ventures portfolio of investments over the applicable three-year period. The 2023 VIP Grants are designed to incentivize management’s efforts to drive growth and value in the company’s Ventures portfolio, which has increasing scale and importance within the company’s business. The payout under the VIP is determined by changes (positive or negative) in the valuation of the portfolio over the performance period. The valuation of the portfolio is performed by a third-party auditor using detailed valuation principles. The earned portion of the VIP will be paid at the end of the performance period, either in company shares or cash at the option of the compensation committee. The 2023 LTIP for our NEOs included a grant made in March 2023 for each NEO’s annual long-term incentive target value for 2023. The components of the 2023 LTIP for our NEOs are set forth below.

  24. 2023 LTIP Target Value Granted

    2023 LTIP Target Value Granted

  25. 2023 LTIP Target Value Granted

    | | Target Annual Equity Value in the Form of | | | | | | Name | Liberty Global Class A RSU Grants ($) | Liberty Global Class C RSU Grants ($) | Liberty Global Class A SARs Grants ($) | Liberty Global Class C SARs Grants ($) | VIP Award Grants ($) | | Michael T. Fries | $— | 10,786,249 | $— | 9,255,874 | 2,200,000 | | Charles H.R. Bracken | 989,338 | 2,070,559 | 854,259 | 1,774,235 | 625,000 | | Bryan H. Hall | 672,758 | 1,407,996 | 580,896 | 1,206,480 | 425,000 | | Enrique Rodriguez | 838,956 | 1,755,828 | 724,409 | 1,504,546 | 530,000 | | Andrea Salvato | 949,761 | 1,987,729 | 820,089 | 1,703,265 | 600,000 |

  26. 2023 LTIP Target Value Granted

    The RSU awards and the SAR awards granted pursuant to the 2023 LTIP to our NEOs are reflected in the Summary Compensation Table below under the “Stock Awards” and “Option Awards” columns, respectively. Extension of SARs Granted in 2016, 2017 and 2018. In April 2023, the compensation committee and the board of directors extended the expiration date of SARs and director options granted in 2016, 2017, and 2018 from the seventh anniversary to the tenth anniversary of the original grants to align with current company and industry practice and to further incentivize the achievement of the company’s objectives. There was no change to the exercise prices of the 2016, 2017, and 2018 SARs and director options. They have exercise prices ranging from $30.47 to $32.81 (for 2016), $28.83 to $37.45 (for 2017), and $25.98 to $30.14 (for 2018) in Class A common shares and from $29.64 to $31.65 (for 2016), $27.85 to $36.32 (for 2017), and $25.44 to $29.07 (for 2018) in Class C common shares. For the company’s executive officers, the exact number of SARs and their exercise prices are shown in previously filed Forms 4. Share Ownership Policy Our compensation committee has established an Executive Share Ownership Policy, as amended and restated, for our executive officers and senior officers. This policy helps to ensure that our senior management has a significant stake maximizing shareholder returns. The guidelines for ownership of our common shares based on an individual’s level in our company are as follows:

  27. 2023 LTIP Target Value Granted

    | Position | Guideline | | Chief Executive Officer | 5 times base salary | | Executive Vice Presidents | 4 times base salary | | All other members of the Executive Leadership Team | 3 times base salary |

  28. 2023 LTIP Target Value Granted

    Executive and senior officers, who were subject to the policy at the time of adoption, are expected to be in compliance. New executive and senior officers must comply within four years of the date they become subject to the policy. Employees who are currently subject to the policy but are subsequently promoted are given a three-year grace period to come into compliance with their new ownership requirements. Each of the following are counted toward officer compliance with the policy: (1) shares owned jointly with, in trust or separately by the officer’s spouse and minor children, (2) 50% of the value of vested common shares held in the officer’s account in the 401(k) Plan and (3) 50% of the value of vested and in-the-money options and SARs and/or using a valuation methodology generally consistent with the Black-Scholes valuation methodology for vested options and SARs. As of March 25, 2024, the value of the common shares owned by our CEO, as calculated in accordance with the policy, significantly exceeded five times his base salary. In addition, as of the filing of this proxy statement, all employees subject to the policy have been deemed to be in compliance with the terms of the policy. Under the Liberty Global Deferred Compensation Plan (the Deferred Compensation Plan), our NEOs and other officers who are U.S. taxpayers and who are designated by our compensation committee as able to participate, may elect to defer payment of certain of their compensation as described under—Deferred Compensation Plan below. We do not have a pension or other defined benefit-type plan to offer our senior management. For U.S.-based employees, Liberty Global makes matching contributions to its defined contribution 401(k) Plan that are capped in accordance with U.S. law. Accordingly, the Deferred Compensation Plan was adopted by the compensation committee to provide a tax-efficient method for participants who are U.S. taxpayers to accumulate value, thus enhancing our ability to attract and retain senior leaders. The compensation committee noted in adopting the Deferred Compensation Plan that the corporate tax deduction on the deferred compensation may not be taken until payments to participants are made, but that we will have use of the cash in the interim. Although our compensation committee deemed the Deferred Compensation Plan to be an important benefit to participants, it is not included in any quantitative valuation with the three main components of our NEO compensation packages, as participation in the plan, and to what extent, is at each participant’s discretion. Other Benefits The personal benefits we provide are limited in scope and fall into the following principal categories: participation in our 401(k) plan (for U.S.-based NEOs) or our Pension Plan (for U.K.-based NEOs), limited personal use of our corporate aircraft; an annual automobile allowance or use of a company car for our executive officers; reasonable legal expenses in connection with entering into employment agreements; an executive health plan; and charitable giving by Liberty Global. Each of our U.S.-based employees, including U.S.-based NEOs, may contribute to our 401(k) plan. Under our 401(k) plan, the company will match, in Liberty Global Class C shares, an employee’s contribution 100% up to the lesser of 10% of the employee’s base salary or the applicable federal limit. As part of the defined contribution retirement benefit available to all our U.K.-based employees, including all U.K.-based NEOs, the company makes matching contributions to the Liberty Global Group Pension Plan on the employee’s behalf, subject to statutory maximums. The company’s contributions are on a 1 for 1 basis, up to 10% of the employee’s base salary. Any such company contributions above the statutory maximum are paid to the employee as a taxable cash allowance. Under our aircraft policy, our CEO, other executive officers and certain senior officers may, with our CEO’s approval, use our corporate aircraft for personal travel, subject to reimbursing us for applicable taxes. The annual flight hours for Mr. Fries’ personal use of our aircraft is 120 hours per year without cost reimbursement. Mr. Bracken’s personal use of our aircraft is 25 hours per year without cost reimbursement. Also under our aircraft policy, our CEO and, with his approval, our other executive officers and certain senior officers may have family members or other personal guests accompany them on our corporate aircraft while traveling on business without reimbursing us for the incremental cost attributable to the personal guest. The taxable income of an officer will include imputed income equal to the value of the personal use of our aircraft by such officer and by such officer’s personal guests determined using: (a) a method based on the Standard Industry Fare Level rates, as published by the U.S. Internal Revenue Service (IRS) (in the case of U.S. taxpayers) or (b) as agreed with the U.K. tax authority periodically, a cost base valuation for personal use and the marginal cost for guests (in the case of U.K. taxpayers). Income is imputed only to the extent that the value derived by such applicable method exceeds the amount the officer pays us for such personal use. The methods we use to determine our incremental cost attributable to personal use of our corporate aircraft are described in the notes to the Summary Compensation Table below. Because our aircraft are used primarily for business travel, this methodology excludes fixed costs that do not change based on usage, such as salaries of pilots and crew, purchase costs of aircraft and costs of maintenance and upkeep. Annual automobile allowances for executive employees are a standard benefit in Europe, and in order to align basic compensation with executives in the U.S., we have extended this allowance to some U.S.-based executives. We also provide an executive health plan for our executive and senior officers to proactively manage and improve their health. The benefits of this program include a complete medical history review, annual physical examinations, comprehensive laboratory testing, diagnostic testing and consultations with specialists. Our NEOs also participate in various benefit plans offered to all salaried employees in the applicable country of employment. We also provide reimbursement of reasonable legal expenses to some executives, including NEOs, in connection with the negotiation and execution of their employment agreements, on a case-by-case basis.

  29. Post-Employment Benefits and Change-in-Control

    Post-Employment Benefits and Change-in-Control Each of our NEOs are entitled to post-employment benefits under their employment agreements. See—Employment and Other Agreements below. Otherwise, they are entitled to the same benefit of accelerated vesting of all or part of equity awards made under the 2014 Incentive Plan on certain termination-of-employment events as other holders of such awards. Similarly, the 2014 Incentive Plan provides the same treatment to all holders of equity awards granted under this plan upon the occurrence of certain change-in-control events. Accordingly, the existence of these potential post-employment and change-in-control benefits has not influenced our compensation committee’s decisions with respect to executive compensation. In designing the terms for RSU awards, our compensation committee determined that only a limited set of events would warrant automatic acceleration of awards thereunder. The terms of the RSU awards do not guarantee that any portion of an award will be deemed earned upon termination of employment, except for death. The vesting of earned RSU awards will not be accelerated upon termination of employment, except for death, disability or retirement (as defined in the 2014 Incentive Plan). Awards will only be accelerated upon specified change-in-control events if the awards are not continued on the same terms and conditions or, in the case of certain corporate reorganization transactions, there will not be an assumption or continuation of the awards on equivalent terms. For details regarding the acceleration of our CEO’s awards in connection with a change-in-control event please see the description of the Fries Agreement under—Employment and Other Agreements. The compensation committee believes these limited acceleration events related to a change in control provide appropriate protection to participants and serve to maintain morale and aid retention during the disruptive circumstances of a change in control. Additionally, the The compensation committee can accelerate vesting of an individual’s award or amend an individual’s award agreement in its discretion when appropriate under the circumstances. For additional information on post-employment benefits and change-in-control provisions, see—Potential Payments upon Termination or Change-in-Control below.

  30. Timing of Equity Awards

    Timing of Equity Awards The compensation committee generally approves the annual equity incentive awards around March 25 of each year. This timing allows the awards to be aligned with long-range benchmarking, annual performance reviews, annual bonus determinations and our company’s financial reporting calendar. The current practice is for the exercise price or base price of option and SAR grants to be set at the closing prices of the applicable class of our common shares on the grant date, which is the date of the compensation committee meeting on or around March 25 of the same year. For purposes of determining the number of Liberty Global Class A and Liberty Global Class C RSUs and SARs to be granted each year to our executive officers and other key employees, our compensation committee has adopted a policy of using the weighted average of the closing prices of such shares for a five-day trading period ending on the second trading day preceding the date of the compensation committee meeting at which the grants are approved.

  31. Summary Compensation Table

    Summary Compensation Table The Summary Compensation Table below sets forth information concerning the compensation of our named executive officers for fiscal years 2023, 2022 and 2021. CEO & NEO Compensation Generally The Summary Compensation Table below includes in the “Total” compensation column for the CEO and each NEO future unearned compensation in the form of equity awards that are subject to time vesting, which may not be paid (if at all) for several years, and the figures assume certain levels of stock appreciation. These amounts are aggregated into a single year lump sum amount, which was not in fact paid during the year in question. Grant Date Fair Value. The Summary Compensation table below uses grant date fair values for the equity awards, which assumes 100% performance and vesting, as well as stock appreciation, and may not reflect actual compensation received or realized. Market conditions could significantly impact actual outcomes. Exchange Rates. Our U.K.-based NEOs received all or a portion of their respective salaries, perquisites and employee benefits in British pounds, which have been converted for this presentation to U.S. dollars based upon the average exchange rate in effect during each respective year (0.8042 for 2023, 0.8112 for 2022 and 0.7269 for 2021).

  32. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non- Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Michael T. Fries | 2023 | 2,563,000 | — | 10,786,249 | 13,522,965 | 15,518,263 | — | 2,170,423 | 44,560,900 | | Chief Executive Officer & President | 2022 | 2,563,000 | — | 199,144 | — | 15,254,154 | — | 986,045 | 19,002,343 | | | 2021 | 2,563,000 | — | 1,538,646 | 41,656,748 | 15,500,000 | — | 728,515 | 61,986,909(1) | | Charles H.R. Bracken | 2023 | 1,164,822 | 73,559 | 3,316,301 | 4,524,425 | 3,926,441 | — | 243,621 | 13,249,169 | | EVP & Chief Financial Officer | 2022 | 1,106,386(7) | 110,188 | 326,587 | — | 3,389,812 | — | 165,875 | 5,098,848 | | | 2021 | 1,205,462 | — | 3,937,423 | 9,386,737 | 3,000,000 | — | 166,359 | 17,695,981 | | Bryan H. Hall | 2023 | 1,193,385(8) | — | 4,351,693 | 2,624,949 | 749,857(8) | 379,819 | 37,044 | 9,336,747 | | EVP & General Counsel | 2022 | 1,143,569(8) | 78,706 | 231,118 | — | 2,421,294(8) | 389,817 | 36,780 | 4,301,284 | | | 2021 | 1,116,723 | — | 2,788,778 | 6,427,803 | 2,500,000 | 240,379 | 35,721 | 13,109,404 | | Enrique Rodriguez | 2023 | 1,141,192(9) | — | 5,615,581 | 2,726,763 | — | 220,036 | 72,691 | 9,776,263 | | EVP & Chief Technology Officer | 2022 | 1,093,835(9) | 78,706 | 464,492 | — | 2,421,294(9) | 118,849 | 34,126 | 4,211,302 | | | 2021 | 1,067,985 | — | 5,326,550 | 6,759,976 | 782,204(9) | 48,621 | 20,637 | 14,005,973 | | Andrea Salvato | 2023 | 959,649 | 64,364 | 3,223,771 | 3,183,133 | 3,435,636 | — | 152,001 | 11,018,554 | | EVP & Chief Development Officer | 2022 | 911,612(7) | 94,447 | 753,209 | 183,106 | 2,905,553 | — | 102,602 | 4,950,529 | | | 2021 | 984,661 | — | 3,331,147 | 6,790,497 | 2,500,000 | — | 120,994 | 13,727,299 |

  33. Summary Compensation Table

    | (1) Amount includes “Option Awards” for the 2021-2022 LTIP, which combined two years’ of long-term incentive awards and includes additional share-based compensation expense associated with extending the term of the 2014 and 2015 SARs from seven years to ten. |

  34. Summary Compensation Table

    | (2) The dollar amounts shown in the “Stock Awards” column reflect the grant date fair value of equity awards granted to our NEOs, determined in accordance with Topic 718 of the Financial Accounting Standards Board’s Accounting Standards Codification (FASB ASC 718). There can be no assurance that these grant date fair values will ever be realized by an NEO. For 2023, the Stock Awards column shows the value of shares of the company’s stock issued in 2023 to the NEO as part of (i) the 2023 LTIP and (ii) the SHIP portion of his 2023 annual performance bonus awards and premium RSUs issued to the NEO representing the gross number of common shares issued under the SHIP. For 2022, the Stock Awards column shows the value of shares issued to the NEO for the SHIP |

  35. Summary Compensation Table

    | portion of his 2021 annual performance bonus awards and premium RSUs issued to the NEOs representing 12.5% of the gross number of common shares issued under SHIP. Except for the shares issued pursuant to the SHIP and certain top-up awards issued to Mr. Salvato (the Salvato Top-Up Grant), none of the NEOs received additional stock awards under the 2021-2022 LTIP in 2022. |

  36. Summary Compensation Table

    | (3) The dollar amounts shown in the “Option Awards” column reflect (i) the grant date fair value of equity awards granted our NEOs and (ii) the incremental compensation expense associated with the extension of SARs issued in each of 2016, 2017, and 2018 from a seven-year term to a ten-year term, both determined in accordance with FASB ASC 718. The table assumes vesting and performance at 100% of their grant date fair values. The dollar amounts for the SAR awards granted March 24, 2023, reflect the impact of estimated forfeitures and a risk-free interest rate of 3.25%, a volatility rate ranging from 32.57% to 32.91% and an expected term of 4.30 years for all NEOs. The March 24, 2023 SARs are subject to annual time vesting over a three-year service period vesting on May 1 of each year in equal installments. All SAR awards granted before 2019 originally had a seven-year term. All SAR awards granted after 2018 have a ten-year term. In April 2023, the compensation committee extended the expiration date on SARs issued in each of 2016, 2017 and 2018 from a seven-year term to a ten-year term to align those historic awards with the ten-year awards provided currently. The incremental fair value associated with extending the expiration date for the SARs issued to: (i) Mr. Fries was $1,035,507 in 2016, $1,187,462 in 2017 and $2,044,122 in 2018, (ii) Mr. Bracken was $295,851 in 2016, $1,054,982 in 2017 and $545,098 in 2018, (iii) Mr. Hall was $236,687 in 2016, $237,490 in 2017 and $363,396 in 2018, (iv) Mr. Rodriguez was $497,807 in 2018 (Mr. Rodriguez did not join the company until 2018) and (v) Mr. Salvato was $147,945 in 2016, $148,438 in 2017 and $363,396 in 2018, and reflects estimated forfeitures and a risk-free rate of: (a) between (a) 1.24% and 1.46% for 2016, (b) 1.89% and 2.16% for 2017 and (c) 2.76% and 2.85% for 2018, a volatility rate ranging from: (x) 27.40% to 29.70% for 2016, (y) 25.90% to 29.60% for 2017 and (z) 30.20% to 32.14% for 2018 and an expected term ranging from: (A) 4.2 to 5.5 years for 2016, (B) 4.2 to 6.4 years for 2017 and (C) 4.2 years for 2018. The “Option Awards” for 2022 column also reflects the SARs portion of the Salvato Top-Up Grant. |

  37. Summary Compensation Table

    | (4) The dollar amounts in the “Non-Equity Incentive Plan Compensation” column reflect the cash portion of the NEO’s annual performance bonus awards (minus the individual performance component, if applicable) earned by the NEOs during the years indicated. These amounts do not reflect premium bonus amounts earned by the applicable NEO for over-performance during the year. Such premium amounts are included in the Stock Awards column of the above table. The company split the award between shares and cash prior to deductions for applicable withholdings, which withholding amounts are included in the amounts in the above table. |

  38. Summary Compensation Table

    | (5) The dollar amounts shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflect the above-market value of accrued interest on compensation previously deferred by the applicable NEO under our Deferred Compensation Plan. The above-market value of accrued interest is that portion of the accrued interest equal to the amount that exceeds 120% of the applicable federal long-term rate (with compounding) at the time the interest rate under the Deferred Compensation Plan was set. The company does not have a pension or other defined benefit-type plan that it offers to its executives or senior officers. |

  39. Summary Compensation Table

    | (6) The following table provides additional information about the 2023 amounts that appear in the “All Other Compensation” column in the Summary Compensation Table above: |

  40. Summary Compensation Table

    | Name | Company Contribution Under 401(k) Plan ($) | Company Contribution Under U.K. Defined Contribution Plan ($) | Auto Allowance ($) | Misc. ($)(a) | Total ($) | | Michael T. Fries | 30,000 | — | — | 2,140,423 | 2,170,423 | | Charles H.R. Bracken | — | 111,197 | 18,025 | 114,399 | 243,621 | | Bryan H. Hall | 21,600 | — | 15,000 | 444 | 37,044 | | Enrique Rodriguez | 30,000 | — | — | 42,691 | 72,691 | | Andrea Salvato | — | 95,965 | 18,025 | 38,011 | 152,001 |

  41. Summary Compensation Table

    | (a) Amounts include the following: |

  42. Summary Compensation Table

    | • | Premiums for term life insurance for each of Messrs. Fries, Bracken, Hall, Rodriguez and Salvato and limited event tickets for Messrs. Fries and Hall. |

  43. Summary Compensation Table

    | • | Our aggregate incremental cost attributable to personal use of our aircraft or having a personal guest on a business flight by each of the following NEOs is: Mr. Fries ($660,956), Mr. Bracken ($35,953), Mr. Rodriguez ($42,247) and Mr. Salvato ($12,216). Aggregate incremental cost for personal use of our aircraft is determined on a per flight basis and includes fuel, oil, lubricants, hourly costs of aircraft maintenance for the applicable number of flight hours, in-flight food and beverage services, trip-related hangar and tie down costs, landing and parking fees, travel expenses for crew and other variable costs specifically incurred. Aggregate incremental cost for a personal guest is determined based on our average direct variable costs per passenger for fuel and in-flight food and beverage services, plus, when applicable, customs and immigration fees specifically incurred. |

  44. Summary Compensation Table

    | • | Contributions to several charitable and non-profit organizations made by Liberty Global at the request of Mr. Fries in an aggregate amount of $477,500. |

  45. Summary Compensation Table

    | • | The company provides customary support for a portion of living and related expenses in international locations under the Fries Agreement (as defined below) due to the frequency and duration of his work abroad for our company, including partial |

  46. Summary Compensation Table

    | assistance with housing, tax return preparation and planning and related costs through direct payments to certain suppliers. Mr. Fries directly covers the majority of costs himself. The amount of the international support in 2023 under the Fries Agreement was $999,022. |

  47. Summary Compensation Table

    | (7) In the case of Messrs. Bracken and Salvato, the decrease is as a result of currency exchange rates during 2022. |

  48. Summary Compensation Table

    | (8) Mr. Hall elected to defer $112,479 and $2,000,000 of his 2023 and 2022 annual performance bonus awards, respectively, pursuant to our Deferred Compensation Plan at the time such award was paid in 2024 or 2023, as applicable. Mr. Hall also elected to defer $83,537 and $800,499 of his 2023 and 2022 salaries, respectively. The amounts deferred accrue interest at the rate of 8.0% per annum compounded daily until paid in full. |

  49. Summary Compensation Table

    | (9) Mr. Rodriguez elected to defer $684,715 and $656,301 of his 2023 and 2022 salaries, respectively, pursuant to our Deferred Compensation Plan and elected to defer $1,500,000 and $469,322 of his 2022 and 2021 annual performance bonus awards, respectively, at the time such awards were paid in 2023 and 2022, as applicable. The deferred amounts accrue interest at the rate of 8.0% per annum compounded daily until paid in full. |

  50. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below sets forth certain information concerning the grants of equity-based awards under the 2014 Incentive Plan and the annual performance bonus awards granted to certain of our named executive officers during the year ended December 31, 2023, as described below under —Narrative to Summary Compensation and Grants of Plan-Based Awards Table. The actual amount of the 2023 annual performance bonus award approved for each NEO is reflected in the “Stock Awards” column of the Summary Compensation Table above for the portion paid in shares and RSUs and in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above for the portion paid in cash.

  51. Grants of Plan-Based Awards

    | | | | Estimated Possible 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 (#)(2) | All other Option Awards; Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock & Option Awards ($) | | Name | Grant Date | Board/ Committee Action Date | Threshold ($) | Target ($)(1) | Maximum ($)(1) | Threshold ($) | Target ($)(1) | Maximum ($)(1) | | | | | | Michael T. Fries | 03/24/2023 | 03/24/2023 | — | 16,000,000 | 16,000,000 | | | | | | | | | Liberty Global Class A | 03/24/2023 | 03/24/2023 | | | | — | — | 7,050,000 | | | | | | Liberty Global Class C | 03/24/2023 | 03/24/2023 | | | | — | — | 14,100,000 | | | | | | N/A | 03/24/2023 | 03/24/2023 | | | | — | 2,200,000 | | | | | | | Liberty Global Class C | 03/24/2023 | 03/24/2023 | | | | | | | 556,566 | | | 10,786,249 | | Liberty Global Class C | 03/24/2023 | 03/24/2023 | | | | | | | | 1,504,272 | 19.38 | 9,255,874 | | Liberty Global Class A | 04/21/2023(4) | 04/21/2023 | | | | | | | | 211,882 | 32.81 | 293,934 | | Liberty Global Class C | 04/21/2023(4) | 04/21/2023 | | | | | | | | 423,764 | 31.65 | 741,573 | | Liberty Global Class A | 04/21/2023(4) | 04/21/2023 | | | | | | | | 227,832 | 35.69 | 354,808 | | Liberty Global Class C | 04/21/2023(4) | 04/21/2023 | | | | | | | | 455,664 | 34.8 | 832,654 | | Liberty Global Class A | 04/21/2023(4) | 04/21/2023 | | | | | | | | 294,117 | 29.88 | 643,092 | | Liberty Global Class C | 04/21/2023(4) | 04/21/2023 | | | | | | | | 588,234 | 28.94 | 1,401,029 | | Charles H.R. Bracken | 03/24/2023 | 03/24/2023 | — | 4,000,000 | 4,000,000 | | | | | | | | | Liberty Global Class A | 03/24/2023 | 03/24/2023 | | | | — | — | 1,762,500 | | | | | | Liberty Global Class C | 03/24/2023 | 03/24/2023 | | | | — | — | 3,525,000 | | | | | | N/A | 03/24/2023 | 03/24/2023 | | | | — | 625,000 | | | | | | | Liberty Global Class A | 03/10/2023 | 02/16/2023 | | | | | | | 523 | | | 9,681 |

  52. Grants of Plan-Based Awards

    | | | | Estimated Possible 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 (#)(2) | All other Option Awards; Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock & Option Awards ($) | | Name | Grant Date | Board/ Committee Action Date | Threshold ($) | Target ($)(1) | Maximum ($)(1) | Threshold ($) | Target ($)(1) | Maximum ($)(1) | | | | | | Liberty Global Class C | 03/10/2023 | 02/16/2023 | | | | | | | 1,046 | | | 20,282 | | Liberty Global Class A | 03/24/2023 | 03/24/2023 | | | | | | | 53,420 | | | 989,338 | | Liberty Global Class C | 03/24/2023 | 03/24/2023 | | | | | | | 106,840 | | | 2,070,559 | | Liberty Global Class A | 03/24/2023 | 03/24/2023 | | | | | | | | 144,175 | 18.52 | 854,259 | | Liberty Global Class C | 03/24/2023 | 03/24/2023 | | | | | | | | 288,350 | 19.38 | 1,774,235 | | Liberty Global Class A | 04/21/2023(4) | 04/21/2023 | | | | | | | | 60,536 | 32.81 | 83,979 | | Liberty Global Class C | 04/21/2023(4) | 04/21/2023 | | | | | | | | 121,072 | 31.65 | 211,872 | | Liberty Global Class A | 04/21/2023(4) | 04/21/2023 | | | | | | | | 166,666 | 37.45 | 221,438 | | Liberty Global Class C | 04/21/2023(4) | 04/21/2023 | | | | | | | | 333,334 | 36.32 | 536,679 | | Liberty Global Class A | 04/21/2023(4) | 04/21/2023 | | | | | | | | 56,958 | 35.69 | 88,702 | | Liberty Global Class C | 04/21/2023(4) | 04/21/2023 | | | | | | | | 113,916 | 34.8 | 208,163 | | Liberty Global Class A | 04/21/2023(4) | 04/21/2023 | | | | | | | | 78,431 | 29.88 | 171,491 | | Liberty Global Class C | 04/21/2023(4) | 04/21/2023 | | | | | | | | 156,862 | 28.94 | 373,607 | | Bryan H. Hall | 03/24/2023 | 03/24/2023 | — | 2,750,000 | 2,750,000 | | | | | | | | | Liberty Global Class A | 03/24/2023 | 03/24/2023 | | | | — | — | 1,211,719 | | | | | | Liberty Global Class C | 03/24/2023 | 03/24/2023 | | | | — | — | 2,423,438 | | | | | | N/A | 03/24/2023 | 03/24/2023 | | | | — | 425,000 | | | | | | | Liberty Global Class A | 03/10/2023 | 02/16/2023 | | | | — | | | 373 | | | 6,904 | | Liberty Global Class C | 03/10/2023 | 02/16/2023 | | | | — | | | 746 | | | 14,465 | | Liberty Global Class A | 03/24/2023 | 03/24/2023 | | | | | | | 36,326 | | | 672,758 | | Liberty Global Class C | 03/24/2023 | 03/24/2023 | | | | | | | 72,652 | | | 1,407,996 | | Liberty Global Class A | 03/24/2023 | 03/24/2023 | | | | | | | | 98,039 | 18.52 | 580,896 | | Liberty Global Class C | 03/24/2023 | 03/24/2023 | | | | | | | | 196,078 | 19.38 | 1,206,480 | | Liberty Global Class A | 04/21/2023(4) | 04/21/2023 | | | | | | | | 48,430 | 32.81 | 67,185 | | Liberty Global Class C | 04/21/2023(4) | 04/21/2023 | | | | | | | | 96,860 | 31.65 | 169,502 | | Liberty Global Class A | 04/21/2023(4) | 04/21/2023 | | | | | | | | 45,566 | 35.69 | 70,961 | | Liberty Global Class C | 04/21/2023(4) | 04/21/2023 | | | | | | | | 91,132 | 34.80 | 166,529 | | Liberty Global Class A | 04/21/2023(4) | 04/21/2023 | | | | | | | | 52,287 | 29.88 | 114,327 |

  53. Grants of Plan-Based Awards

    | | | | Estimated Possible 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 (#)(2) | All other Option Awards; Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock & Option Awards ($) | | Name | Grant Date | Board/ Committee Action Date | Threshold ($) | Target ($)(1) | Maximum ($)(1) | Threshold ($) | Target ($)(1) | Maximum ($)(1) | | | | | | Liberty Global Class C | 04/21/2023(4) | 04/21/2023 | | | | | | | | 104,574 | 28.94 | 249,070 | | Enrique Rodriguez | 03/24/2023 | 03/24/2023 | — | 2,750,000 | 2,750,000 | | | | | | | | | Liberty Global Class A | 03/24/2023 | 03/24/2023 | | | | — | — | 1,211,719 | | | | | | Liberty Global Class C | 03/24/2023 | 03/24/2023 | | | | — | — | 2,423,438 | | | | | | N/A | 03/24/2023 | 03/24/2023 | | | | — | 530,000 | | | | | | | Liberty Global Class A | 03/10/2023 | 02/16/2023 | | | | — | | | 373 | | | 6,904 | | Liberty Global Class C | 03/10/2023 | 02/16/2023 | | | | — | | | 746 | | | 14,465 | | Liberty Global Class A | 03/24/2023 | 03/24/2023 | | | | | | | 45,300 | | | 838,956 | | Liberty Global Class C | 03/24/2023 | 03/24/2023 | | | | | | | 90,600 | | | 1,755,828 | | Liberty Global Class A | 03/24/2023 | 03/24/2023 | | | | | | | | 122,260 | 18.52 | 724,409 | | Liberty Global Class C | 03/24/2023 | 03/24/2023 | | | | | | | | 244,520 | 19.38 | 1,504,546 | | Liberty Global Class A | 04/21/2023(4) | 04/21/2023 | | | | | | | | 71,777 | 28.97 | 157,666 | | Liberty Global Class C | 04/21/2023(4) | 04/21/2023 | | | | | | | | 143,554 | 27.81 | 340,141 | | Andrea Salvato | 03/24/2023 | 03/24/2023 | — | 3,500,000 | 3,500,000 | | | | | | | | | Liberty Global Class A | 03/24/2023 | 03/24/2023 | | | | — | — | 1,542,188 | | | | | | Liberty Global Class C | 03/24/2023 | 03/24/2023 | | | | — | — | 3,084,375 | | | | | | N/A | 03/24/2023 | 03/24/2023 | | | | — | 600,000 | | | | | | | Liberty Global Class A | 03/10/2023 | 02/16/2023 | | | | | | | 884 | | | 16,363 | | Liberty Global Class C | 03/10/2023 | 02/16/2023 | | | | | | | 1,768 | | | 34,282 | | Liberty Global Class A | 03/24/2023 | 03/24/2023 | | | | | | | 51,283 | | | 949,761 | | Liberty Global Class C | 03/24/2023 | 03/24/2023 | | | | | | | 102,566 | | | 1,987,729 | | Liberty Global Class A | 03/24/2023 | 03/24/2023 | | | | | | | | 138,408 | 18.52 | 820,089 | | Liberty Global Class C | 03/24/2023 | 03/24/2023 | | | | | | | | 276,816 | 19.38 | 1,703,265 | | Liberty Global Class A | 04/21/2023(4) | 04/21/2023 | | | | | | | | 30,272 | 32.81 | 41,995 | | Liberty Global Class C | 04/21/2023(4) | 04/21/2023 | | | | | | | | 60,544 | 31.65 | 105,950 | | Liberty Global Class A | 04/21/2023(4) | 04/21/2023 | | | | | | | | 28,480 | 35.69 | 44,353 | | Liberty Global Class C | 04/21/2023(4) | 04/21/2023 | | | | | | | | 56,960 | 34.8 | 104,085 | | Liberty Global Class A | 04/21/2023(4) | 04/21/2023 | | | | | | | | 52,287 | 29.88 | 114,327 | | Liberty Global Class C | 04/21/2023(4) | 04/21/2023 | | | | | | | | 104,574 | 28.94 | 249,070 |

  54. Grants of Plan-Based Awards

    | (1) Pursuant to the SHIP, our NEOs could elect to receive up to 100% of their annual bonus in common shares of Liberty Global in lieu of cash. NEOs who elected to receive shares in respect to their annual bonus also received RSUs equal to 12.5% of the gross number of shares earned under the 2023 Annual Bonus Program as more fully described in —Compensation Discussion and Analysis—Elements of Our Compensation Packages—Annual Performance Bonus Awards above. Additionally, in the case of our NEOs, any earned bonus amounts up to the target bonus amount for each NEO will be paid in cash, with any over-performance paid in common shares of the company under the SHIP. The RSUs vest on March 1, 2025, provided the NEO holds all of the shares issued in respect to the 2023 Annual Bonus Program through that period. With respect to all NEOs, such amounts consist of awards under the 2023 VIP granted on March 24, 2023, reflecting target values of $2,200,000 for Mr. Fries, $625,000 for Mr. Bracken, $425,000 for Mr. Hall, $530,000 Mr. Rodriguez and $600,000 for Mr. Salvato. |

  55. Grants of Plan-Based Awards

    | (2) Consists of a grant of (i) premium RSUs on March 10, 2023, pursuant to the SHIP, equal to 12.5% of the gross number of shares earned under the 2023 Annual Bonus Program. As each NEO held their 2023 Annual Bonus Program shares through their applicable vesting period, these awards fully vested on March 1, 2024, and (ii) a grant of RSUs under the 2023 LTIP. |

  56. Grants of Plan-Based Awards

    | (3) With respect to all NEOs, consists of (i) the grant date fair value at the time of the grant of SAR awards to our NEOs in 2023, and (ii) the incremental compensation expense associated with the extension of SARs issued in 2016, 2017 and 2018 from a seven-year term to a ten-year term, both determined in accordance with FASB ASC 718. The table assumes vesting and performance at 100% of their grant date fair values. The dollar amounts for the SAR awards granted March 24, 2023, reflect risk-free interest rates of 3.25%, a volatility rate ranging from 32.57% to 32.91% and an expected term of 4.3 years for all NEOs. The SARs granted on March 24, 2023 are subject to annual time vesting over a three-year service period vesting on May 1 of each of 2024, 2025 and 2026 in equal installments. All SAR awards granted before 2019 have a seven-year term. All SAR awards granted after 2018 have a ten-year term. For the 2016, 2017 and 2018 SARs that were extended, the incremental fair value associated was $4,267,091 for Mr. Fries, $1,895,931 for Mr. Bracken, $837,573 for Mr. Hall, $497,807 for Mr. Rodriquez and $659,779 for Mr. Salvato. |

  57. Grants of Plan-Based Awards

    | (4) These SARs with a grant date of April 21, 2023 reflect the 2016, 2017 and 2018 SAR extensions as more fully described in —Compensation Discussion and Analysis—Elements of Our Compensation Packages—Equity Incentive Awards—Extension of SARs Granted in 2016, 2017 and 2018 above |

  58. Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table The amounts reported for 2023 in the Summary Compensation Table include salary, annual performance bonuses, equity incentive grants, benefits and perquisites as more fully described in —Elements of Our Compensation Packages above and —Employment and Other Agreements below. The following discussion focuses on the annual performance bonus award component of 2023 total compensation reflected in the Grants of Plan-Based Awards Table above. Additional information with respect to the other components of 2023 compensation is provided in the notes to the Summary Compensation Table above. Also discussed are vesting and forfeiture provisions applicable to the RSU awards granted in 2023 under the 2023 LTIP. For information on the effect of a termination or change in control on these RSU awards, see —Potential Payments Upon Termination or Change-in-Control below. The maximum achievable amount of the 2023 annual performance bonus awards for each of our NEOs is shown in the Grants of Plan-Based Awards Table under the “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” column. Because the compensation committee has discretion to pay no award, no “threshold” or minimum amounts are reflected in the Grants of Plan-Based Awards Table. The amount each NEO actually earned of his 2023 annual performance bonus award is reflected in the Summary Compensation Table under “Stock Awards” column for the portion paid in common shares and in the “Non-Equity Incentive Plan Compensation” column for the portion paid in cash. Our NEOs could elect for all, a portion (in 25% increments) or none of their award to be paid in shares under the SHIP, with the remainder, if any, paid in cash. Additionally, the compensation committee approved payment of 2023 annual performance bonuses to our executive officers, including our NEOs, and certain other officers and key employees in the form of cash up to 100% of target value and any over-performance in common shares of Liberty Global as more fully described in—Compensation Discussion and Analysis above. Under the 2023 Annual Bonus Program, our NEOs who received a portion of their 2023 annual bonus payment in common shares also received Liberty Global Class A and/or Liberty Global Class C RSUs equal to 12.5% of the gross number of shares earned under the 2023 Annual Bonus Program. The RSUs will vest on March 1, 2025, provided the NEO holds all of the shares issued in respect of the 2023 Annual Bonus Program through that period. The 2023 bonus award portion delivered in shares was valued using the closing prices of our Liberty Global Class A and Liberty Global Class C shares as of market close on March 8, 2024.

  59. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The table below sets forth certain information concerning options, SARs and restricted shares or RSUs held by our NEOs at year-end 2023.

  60. 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 | 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 ($) | | Michael T. Fries | | | | | | | | | | Liberty Global Class A | 201,746 | — | 32.37 | 5/1/2024 | | | | | | | 157,121 | — | 42.01 | 5/1/2025 | | | | | | | 211,882 | — | 32.81 | 5/1/2026 | | | | | | | 227,832 | — | 35.69 | 5/1/2027 | | | | | | | 294,117 | — | 29.88 | 5/1/2028 | | | | | | | 522,284 | — | 25.97 | 3/7/2029 | | | | | | | 395,131 | — | 24.90 | 4/1/2029 | | | | | | | 517,368 | — | 16.05 | 4/1/2030 | | | | | | Liberty Global Class B | — | — | — | | | | | | | Liberty Global Class C | 1,933,985 | — | 30.81 | 5/1/2024 | | | 556,566(2) | 10,786,249 | | | 316,802 | — | 40.52 | 5/1/2025 | | | | | | | 423,764 | — | 31.65 | 5/1/2026 | | | | | | | 455,664 | — | 34.80 | 5/1/2027 | | | | | | | 588,234 | — | 28.94 | 5/1/2028 | | | | | | | 1,044,568 | — | 25.22 | 3/7/2029 | | | | | | | 790,262 | — | 24.15 | 4/1/2029 | | | | | | | 1,034,736 | — | 15.12 | 4/1/2030 | | | | | | | 2,689,105 | 2,689,106(1) | 25.68 | 4/13/2031 | | | | | | | — | 1,504,272(2) | 19.38 | 3/24/2033 | | | | | | Charles H.R. Bracken | | | | | | | | | | Liberty Global Class A | 67,243 | — | 32.37 | 5/1/2024 | | | 14,011(1) | 361,344 | | | 52,376 | — | 42.01 | 5/1/2025 | | | 53,420(2) | 989,338 | | | 60,536 | — | 32.81 | 5/1/2026 | 523(3) | 9,681 | | | | | 166,666 | — | 37.45 | 2/21/2027 | | | | | | | 56,958 | — | 35.69 | 5/1/2027 | | | | | | | 78,431 | — | 29.88 | 5/1/2028 | | | | | | | 139,275 | — | 25.97 | 3/7/2029 | | | | | | | 94,831 | — | 24.90 | 4/1/2029 | | | | | | | 59,127 | — | 16.05 | 4/1/2030 | | | | | | | 191,780 | 191,781(1) | 25.79 | 4/13/2031 | | | | | | | — | 144,175(2) | 18.52 | 3/24/2033 | | | | | | Liberty Global Class C | 133,804 | — | 30.81 | 5/1/2024 | | | 28,022(1) | 719,605 | | | 105,606 | — | 40.52 | 5/1/2025 | | | 106,840(2) | 2,070,559 | | | 121,072 | — | 31.65 | 5/1/2026 | 1,046(3) | 20,282 | | | | | 333,334 | — | 36.32 | 2/21/2027 | | | | | | | 113,916 | — | 34.80 | 5/1/2027 | | | | | | | 156,862 | — | 28.94 | 5/1/2028 | | | | | | | 278,550 | — | 25.22 | 3/7/2029 | | | | | | | 189,662 | — | 24.15 | 4/1/2029 | | | | | | | 236,511 | — | 15.12 | 4/1/2030 | | | | | | | 383,561 | 383,561(1) | 25.68 | 4/13/2031 | | | | | | | — | 288,350(2) | 19.38 | 3/24/2033 | | | | | | Bryan H. Hall | | | | | | | | | | Liberty Global Class A | 53,794 | — | 32.37 | 5/1/2024 | | | 9,342(1) | 240,930 | | | 41,903 | — | 42.01 | 5/1/2025 | | | 36,326(2) | 672,758 | | | 48,430 | — | 32.81 | 5/1/2026 | 373(3) | 6,904 | | | | | 45,566 | — | 35.69 | 5/1/2027 | | | | |

  61. 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 | 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 ($) | | | 52,287 | — | 29.88 | 5/1/2028 | | | | | | | 92,850 | — | 25.97 | 3/7/2029 | | | | | | | 63,221 | — | 24.90 | 4/1/2029 | | | | | | | 118,255 | — | 16.05 | 4/1/2030 | | | | | | | 127,853 | 127,854(1) | 25.79 | 4/13/2031 | | | | | | | — | 98,039(2) | 18.52 | 3/24/2033 | | | | | | Liberty Global Class C | 107,043 | — | 30.81 | 5/1/2024 | | | 18,682(1) | 479,754 | | | 84,490 | — | 40.52 | 5/1/2025 | | | 72,652(2) | 1,407,996 | | | 96,860 | — | 31.65 | 5/1/2026 | 746(3) | 14,465 | | | | | 91,132 | — | 34.80 | 5/1/2027 | | | | | | | 104,547 | — | 28.94 | 5/1/2028 | | | | | | | 185,700 | — | 25.22 | 3/7/2029 | | | | | | | 126,442 | — | 24.15 | 4/1/2029 | | | | | | | 236,510 | — | 15.12 | 4/1/2030 | | | | | | | 255,707 | 255,707(1) | 25.68 | 4/13/2031 | | | | | | | — | 196,078(2) | 19.38 | 3/24/2033 | | | | | | Enrique Rodriguez | | | | | | | | | | Liberty Global Class A | 71,777 | — | 28.97 | 8/1/2025 | | | 11,677(1) | 301,150 | | | 116,063 | — | 25.97 | 3/7/2029 | | | 45,300(2) | 838,956 | | | 79,026 | — | 24.90 | 4/1/2029 | 373(3) | 6,904 | | | | | 147,819 | — | 16.05 | 4/1/2030 | | | | | | | 159,817 | 159,817(1) | 25.79 | 4/13/2031 | | | | | | | — | 122,260(2) | 18.52 | 3/24/2033 | | | | | | Liberty Global Class C | 143,554 | — | 27.81 | 8/1/2025 | | | 23,352(1) | 599,679 | | | 232,126 | — | 25.22 | 3/7/2029 | | | 90,600(2) | 1,755,828 | | | 158,052 | — | 24.15 | 4/1/2029 | 746(3) | 14,465 | | | | | 295,638 | — | 15.12 | 4/1/2030 | | | | | | | 319,634 | 319,634(1) | 25.68 | 4/13/2031 | | | | | | | — | 244,520(2) | 19.38 | 3/24/2033 | | | | | | Andrea Salvato | | | | | | | | | | Liberty Global Class A | 23,535 | — | 32.37 | 5/1/2024 | | | 11,677(1) | 301,150 | | | 18,328 | — | 42.01 | 5/1/2025 | | | 2,279(4) | 59,140 | | | 30,272 | — | 32.81 | 5/1/2026 | | | 51,283(2) | 949,761 | | | 28,480 | — | 35.69 | 5/1/2027 | 884(3) | 16,363 | | | | | 52,287 | — | 29.88 | 5/1/2028 | | | | | | | 92,850 | — | 25.97 | 3/7/2029 | | | | | | | 63,221 | — | 24.90 | 4/1/2029 | | | | | | | 118,255 | — | 16.05 | 4/1/2030 | | | | | | | 159,817 | 159,817(1) | 25.79 | 4/13/2031 | | | | | | | 2,695 | 5,391(4) | 25.95 | 4/1/2032 | | | | | | | — | 138,408(2) | 18.52 | 3/24/2033 | | | | | | Liberty Global Class C | 46,831 | — | 30.81 | 5/1/2024 | | | 23,352(1) | 599,679 | | | 36,955 | — | 40.52 | 5/1/2025 | | | 4,558(4) | 120,286 | | | 60,544 | — | 31.65 | 5/1/2026 | | | 102,566(2) | 1,987,729 | | | 56,960 | — | 34.80 | 5/1/2027 | 1,768(3) | 34,282 | | | | | 104,574 | — | 28.94 | 5/1/2028 | | | | | | | 185,700 | — | 25.22 | 3/7/2029 | | | | | | | 126,442 | — | 24.15 | 4/1/2029 | | | | | | | 236,510 | — | 15.12 | 4/1/2030 | | | | | | | 319,634 | 319,634(1) | 25.68 | 4/13/2031 | | | | | | | — | 276,816(2) | 19.38 | 3/24/2033 | | | | |

  62. Outstanding Equity Awards at Fiscal Year-End

    | (1) Vests in full on May 1, 2024. |

  63. Outstanding Equity Awards at Fiscal Year-End

    | (2) Vests in 3 equal annual installments from May 1, 2024 to May 1, 2026 |

  64. Outstanding Equity Awards at Fiscal Year-End

    | (3) Represents premium RSUs granted to the applicable officer as part of the 2023 Annual Bonus Program, which premium RSUs vested on March 1, 2024. |

  65. Outstanding Equity Awards at Fiscal Year-End

    | (4) Vests in 2 equal remaining annual installments on each of May 1, 2024 and May 1, 2025. |

  66. Employment and Other Agreements

    Employment and Other Agreements We have employment agreements with Mr. Fries to serve as our CEO, Mr. Bracken to serve as our chief financial officer, Mr. Hall to serve as our general counsel, Mr. Rodriguez to serve as our chief technology officer and Mr. Salvato to serve as our chief development officer. We have not adopted a severance policy covering our executive officers other than as specified in their employment agreements, if applicable. Michael T. Fries Introduction. On April 30, 2019, we entered into a new five-year term employment agreement (the Fries Agreement) with our CEO, the term of which ends on April 30, 2024, but will automatically renew for successive one-year terms until terminated by the company or Mr. Fries on 180 days’ notice. The terms of the Fries Agreement are based on U.S. customs and standards, as we are competing with U.S. companies for senior management personnel based in the U.S. Summary of the Fries Agreement. Mr. Fries’ salary for 2024 is $2,563,000 and is subject to annual increase at the discretion of the compensation committee. Pursuant to the Fries Agreement, Mr. Fries was entitled to an annual performance bonus award opportunity with a target amount of $16.0 million for 2023, which increases by $250,000 each year. The bonus award is not guaranteed and is dependent upon our company achieving the performance metrics in the year in question and Mr. Fries achieving his individual objectives established by the compensation committee, which may contain qualitative and quantitative goals. Mr. Fries may elect to receive his annual bonus payment in Liberty Global Class A, Class B and/or Class C shares in lieu of cash under the shareholding incentive program of our annual performance bonus plan. Mr. Fries participates in our equity compensation programs on the same basis as other executives of our company. Pursuant to these programs, Mr. Fries is entitled to receive grants of annual equity awards (the Annual Equity Awards). The Annual Equity Awards granted to Mr. Fries may be in the form of PSUs, RSUs, PSARs, SARs, restricted shares or other forms of equity as determined by the compensation committee, with the terms and conditions substantially the same as those for our other senior executive officers. In 2023, the target value of the Annual Equity Awards was $22.0 million, increasing by $1.5 million per year during the term of the Fries Agreement. The compensation committee may, however, determine the actual target value of Annual Equity Awards each year in its sole discretion and may reduce this amount subject to the terms of the Fries Agreement. With respect to any shares to be vested, granted or deliverable pursuant to the annual performance bonus award, our company’s annual equity award programs or other equity awards, Mr. Fries has the right to rebalance such shares into shares of Liberty Global Class A or Liberty Global Class C shares on an equivalent value basis. In addition to participating in U.S. employee benefit plans and arrangements sponsored by our company for the benefit of its senior executive group, Mr. Fries is entitled to use our company’s aircraft for up to 120 hours of personal use per year, in accordance with the terms of an aircraft time sharing agreement with our company. Termination for Death or Disability. If Mr. Fries’ employment is terminated as a result of his death or disability (as defined in the Fries Agreement), Mr. Fries or his heirs, as applicable, will be entitled to receive: (1) his accrued but unpaid base salary; (2) any annual performance bonus award for a completed year that was earned but not paid; (3) any accrued but unused vacation leave pay; (4) any accrued vested benefits under our company’s employee welfare and tax-qualified retirement plans, in accordance with the terms of those plans; and (5) reimbursement of any un-reimbursed business expenses (Accrued Benefits). In addition, (1) Mr. Fries or his heirs, as applicable, will receive an amount equal to a pro rata portion of the annual performance bonus award that Mr. Fries would have received for the calendar year of his termination (the Pro-Rata Bonus); (2) any options, SARs and other awards will fully vest, with options and SARs remaining exercisable until the earlier of three years from Mr. Fries’ termination or the original expiration of such award; (3) if Mr. Fries’ termination is during a period with respect to any award that was granted as part of an Annual Equity Award, Mr. Fries will vest in a pro-rata portion of such awards as provided in the applicable award agreement; and (4) Mr. Fries’ family may elect to continue to receive coverage under our company’s group health benefits plan subject to the terms of such plan or receive COBRA continuation of the group health benefits with premiums paid or reimbursed by our company. Termination for Cause or Resignation without Good Reason. If Mr. Fries is terminated for cause (as defined in the Fries Agreement) or resigns (other than for good reason (as defined in the Fries Agreement)), he will be entitled to receive the Accrued Benefits but no other amounts under the Fries Agreement. Termination Without Cause or Resignation for Good Reason. If Mr. Fries’ employment is involuntarily terminated by us without cause, or if Mr. Fries voluntarily terminates his employment for good reason, Mr. Fries will be entitled to receive: (1) the Accrued Benefits; (2) the Pro-Rata Bonus, subject to achievement of the applicable performance metrics; (3) an amount equal to one-twelfth (1/12) of the average annual base salary Mr. Fries was earning in the calendar year of the termination and the immediately preceding calendar year, multiplied by the applicable number of months in the Severance Period (as defined below), paid in substantially equal payments over the course of the Severance Period; and (4) an amount equal to one-twelfth (1/12) of the average annual performance bonus award paid to Mr. Fries for the immediately preceding two years (regardless of when paid), multiplied by the number of months in the Severance Period, paid in substantially equal payments over the course of the Severance Period. In addition, any options, SARs and other awards will fully vest, with options and SARs remaining exercisable until the earlier of three years from Mr. Fries’ termination or the original expiration of such award, and other awards shall be settled in accordance with the terms of the applicable award agreement, and Mr. Fries and his family may elect to continue to receive coverage under our company’s group health benefits plan subject to the terms of such plan or receive COBRA continuation of the group health benefits previously provided to Mr. Fries and his family with premiums paid or reimbursed by our company. The “Severance Period” is a period of 24 months commencing on the termination of Mr. Fries’ employment. Mr. Fries will continue to earn awards that were granted as part of an Annual Equity Award, if and to the extent the performance metrics, if applicable, are satisfied, as certified by the compensation committee, as if Mr. Fries’ employment had not terminated. If the termination is prior to the grant date for all Annual Equity Awards that would have been granted during the term in which Mr. Fries’ termination took place, then we shall pay to Mr. Fries additional amounts equal to the Applicable Percentage (as defined below) of the target value of the Annual Equity Awards that would have been made during such term, with lump sum cash payments being made in the first 90 days of the applicable grant years. The Applicable Percentage is the percentage of the Annual Equity Award value that is made in the form of PSUs (or other full value equity awards) and shall not be less than 50%.

  67. Employment and Other Agreements

    Further, if Mr. Fries’ termination is prior to the grant date for all Annual Equity Awards that would have been granted during the term in which Mr. Fries’ termination took place, then in respect of options, SARs or other share-based appreciation awards (other than full value equity awards) that would have been granted (the Ungranted Appreciation Awards), we will be obligated to pay to Mr. Fries, on each date such awards that would have vested and based on certain assumptions included in the Fries Agreement (including, taking into account the Applicable Percentage as described above), a lump sum cash amount equal to (1) the number of shares underlying the Ungranted Appreciation Awards that would have vested on the applicable vesting date, multiplied by (2) the excess of the closing share price on the applicable assumed vesting date over the closing share price on the assumed grant date. If Mr. Fries remains employed by our company (or our successor) for six months following a change in control (as defined in the Fries Agreement), then the unvested SARs and RSUs will fully vest. If Mr. Fries’ employment is involuntarily terminated by us without cause or if Mr. Fries voluntarily terminates his employment for good reason, either of which occurs within 13 months following a change in control, then Mr. Fries shall be treated as if his employment was terminated without cause or for good reason except that the Severance Period shall be the lesser of: (1) 36 months; or (2) the number of full calendar months remaining until the expiration of the term of the Fries Agreement in which Mr. Fries’ termination took place, but in no event shall the Severance Period be less than 24 months. Pursuant to the Fries Agreement, Mr. Fries is subject to customary restrictive covenants, including those relating to non-solicitation, non-interference, non-competition and confidentiality, during the term of the Fries Agreement and, depending on the circumstances of termination, for a period of up to two years thereafter. Mr. Fries agreed to waive any rights he would have under any agreement to a gross-up for any taxes associated with a parachute payment. Charles H.R. Bracken. Our Executive Vice President and Chief Financial Officer, Mr. Bracken, entered into his Executive Service Agreement on December 15, 2004 with one of our predecessor companies (the Bracken Agreement). He has been Chief Financial Officer since 2017 and was Co-Chief Financial Officer since 2005. The Bracken Agreement has an indefinite term and may be terminated by either party upon six months’ notice or by us at any time upon shorter notice. Mr. Bracken will be entitled to his salary and benefits for any unexpired portion of the six months’ notice period at the date his employment terminates. His equity awards will also continue to vest during such six-month notice period. Mr. Bracken’s employment may also be terminated immediately upon notice for cause. If we terminate Mr. Bracken’s employment other than for cause or disability (each as defined in the Bracken Agreement), Mr. Bracken will also be entitled to a lump sum severance payment equivalent to his base salary and benefits for six months. In the event Mr. Bracken becomes disabled and the disability continues for a specified period, we may reduce future payments under the Bracken Agreement to the amount reimbursed by our disability insurer for the duration of Mr. Bracken’s disability or, under certain circumstances, terminate his employment as described above. Mr. Bracken’s salary, which is £981,000 ($1,219,846) for 2024, is subject to annual review and, in the discretion of our compensation committee, upward adjustment. Mr. Bracken also receives an automobile allowance and may participate in the Liberty Global Group Pension Plan for U.K. employees and group life assurance, permanent ill health insurance (equivalent to disability insurance) and medical and dental insurance schemes. Mr. Bracken must also be made whole for any non-U.K. tax liability he may incur with respect to his salary and other amounts due him and for any additional U.K. tax or social security cost he incurs with respect to business expenses or reimbursement paid by us for work performed by him outside the U.K. The Bracken Agreement includes restrictions on Mr. Bracken’s (1) use or disclosure of trade secrets for so long as they are trade secrets, (2) use or disclosure of confidential or proprietary information during the term of his employment and for two years after termination of his employment and (3) competition with and solicitation of executives or certain employees of Liberty Global, or any subsidiary of Liberty Global or its parent entities, for a period of six months after termination of his employment. Bryan H. Hall. Mr. Hall has been an Executive Vice President and our General Counsel since January 2012. We entered into an Employment Agreement with him on May 21, 2020 (the Hall Agreement). The term is indefinite, but either party may provide at least 30 days’ prior written notice to the other party of their respective intention to terminate Mr. Hall’s employment. Under the Hall Agreement, Mr. Hall’s base salary, which is $1,251,000 for 2024, is subject to annual increase at the discretion of the compensation committee. Mr. Hall is eligible to earn an annual bonus each year, which bonus is reviewed annually and may be adjusted by the compensation committee. There is no guaranteed bonus amount. The actual amount paid will depend on achieving certain qualitative and quantitative performance objectives, as determined by the compensation committee. Mr. Hall also receives an annual automobile allowance of $15,000, subject to adjustment in line with the policy for equivalent level executives. If Mr. Hall’s employment is terminated by us without cause, by him for good reason (as defined in the Hall Agreement), or as a result of his death or disability (as defined in the Hall Agreement), Mr. Hall or his heirs, as applicable, will be entitled to receive: (1) his accrued but unpaid base salary, automobile allowance and unused vacation pay; (2) any vested benefits under our company’s employee welfare and tax-qualified retirement plans in accordance with the terms of those plans; and (3) reimbursement of business expenses (collectively Hall Accrued Benefits). In addition, we will pay him (a) an amount equal to the prorated portion of any annual bonus he would have received for the calendar year of his termination, provided he was employed for at least nine months of such year (such nine month provision does not, however, apply in the case of death); (b) severance equal to one times his annual base salary in substantially equal payments over the 12-month period commencing on the 60th day following the date of termination; provided, however, such severance amount shall be reduced by the amount of disability benefits he receives pursuant to any employee benefit plans maintained by our company at the time of disability; and (c) except in the case of death, he and his family will continue to receive coverage under our company’s health benefits with premiums paid or reimbursed by our company for a period of up to one year. Furthermore, any unvested equity awards previously granted to Mr. Hall that are scheduled to vest within six months after his termination, will continue to vest through such six-month period, unless he would receive more favorable treatment under the terms of a grant award agreement and except for termination in the case of death. If Mr. Hall is terminated for cause (as defined in the Hall Agreement) or he resigns (other than for good reason), he will be entitled to receive the Hall Accrued Benefits but no other amounts under the Hall Agreement.

  68. Employment and Other Agreements

    Mr. Hall is subject to customary restrictive covenants, including those relating to non-solicitation, noninterference, non-competition and confidentiality, during the term of the Hall Agreement and, depending on the circumstances of termination, for a period of up to one year thereafter. Enrique Rodriguez. In 2018, we entered into an employment agreement with Mr. Rodriguez in connection with his appointment as our Executive Vice President and Chief Technology Officer (the Rodriguez Agreement). The Rodriguez Agreement provides for an indefinite term, which continues until we provide at least 30 days’, or Mr. Rodriguez provides at least 90 days’, prior written notice to the other party of their respective intention to terminate his employment with our company. Under the Rodriguez Agreement, Mr. Rodriguez’s base salary, which is $1,197,000 for 2024, is subject to annual increase at the discretion of the compensation committee. Mr. Rodriguez is eligible to earn an annual bonus each year, which bonus is reviewed annually and may be adjusted by the compensation committee. There is no guaranteed bonus amount. The actual amount paid will depend on achieving certain qualitative and quantitative performance objectives, as determined each year by the compensation committee. Mr. Rodriguez may participate in our equity compensation programs on the same basis as other executives of our company, with the target equity value subject to annual adjustment as determined by the compensation committee. If Mr. Rodriguez’s employment is terminated by us without cause, by him for good reason (as defined in the Rodriguez Agreement), or by his death or disability (as defined in the Rodriguez Agreement), Mr. Rodriguez or his heirs, as applicable, will be entitled to receive: (1) his accrued but unpaid base salary and unused vacation pay through the date of termination; (2) any accrued and vested benefits under our company’s employee welfare and tax-qualified retirement plans in accordance with the terms of those plans; and (3) reimbursement of business expenses (collectively, the Rodriguez Accrued Benefits). In addition, we will pay him (a) an amount equal to the prorated portion of any annual bonus he would have received for the calendar year of his termination, provided he was employed for at least nine months of such year (such nine month provision does not, however, apply in the case of death); (b) a severance equal to one times his annual base salary in substantially equal payments over the 12-month period commencing on the 60th day following the date of termination; provided, however, such severance amount shall be reduced by the amount of disability benefits he receives pursuant to any employee benefit plans maintained by our company at the time of disability; and (c) except in the case of death, he and his family will continue to receive coverage under our company’s health benefits with premiums paid or reimbursed by our company for a period of up to one year. If Mr. Rodriguez is terminated for cause (as defined in the Rodriguez Agreement) or resigns other than for good reason, he will be entitled to receive the Rodriguez Accrued Benefits but no other amounts under the Rodriguez Agreement. Pursuant to the Rodriguez Agreement, Mr. Rodriguez is subject to customary restrictive covenants, including those relating to non-solicitation, noninterference, non-competition and confidentiality, during the term of the Rodriguez Agreement and, depending on the circumstances of termination, for a period of up to one year thereafter. Andrea Salvato. Mr. Salvato is our Executive Vice President and Chief Development Officer, having previously served as our Senior Vice President and Chief Development Officer from 2012 until March 2023. We entered into an Executive Service Agreement with him on May 5, 2005 with one of our predecessor companies (the Salvato Agreement). The Salvato Agreement has an indefinite term and may be terminated by either party upon six months’ notice or by us at any time upon shorter notice. Mr. Salvato’s employment may also be terminated immediately upon notice for cause. In the event Mr. Salvato becomes disabled and the disability continues for a specified period, we may reduce future payments under the Salvato Agreement by the amount reimbursed by our disability insurer for the duration of Mr. Salvato’s disability or, under certain circumstances, terminate his employment as described above. Mr. Salvato’s salary, which is £808,000 ($1,004,725) for 2024, is subject to annual review and, in the discretion of our compensation committee, adjustment. Mr. Salvato also receives an automobile allowance and may participate in the Liberty Global Group Pension Plan for U.K. employees and group life assurance, permanent ill health insurance (equivalent to disability insurance) and medical and dental insurance schemes. The Salvato Agreement includes restrictions on Mr. Salvato’s (1) use or disclosure of trade secrets for so long as they are trade secrets, (2) use or disclosure of confidential or proprietary information during the term of his employment and for two years after termination of his employment and (3) competition with and solicitation of executives or certain employees of Liberty Global and its subsidiaries for a period of six months after termination of his employment.

  69. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The Termination of Employment Table and the Change in Control Table set forth below reflect the potential payments to our NEOs in connection with termination of their employment or a change in control of Liberty Global as of December 31, 2023. The Termination of Employment Table assumes that a change in control has not occurred. The Change in Control Table assumes that a change in control has occurred as of December 31, 2023. Certain of our plans and agreements provide benefits upon the occurrence of a change in control without regard to whether employment is terminated, whereas others have a “double trigger” requiring employment to be terminated for benefits to be realized. These are separately reflected in the Change in Control Table. The amounts provided in the tables are based on the assumptions stated below. The actual amounts may be different at the time of termination or change in control, as the case may be, due to various factors. In addition, we may enter into new arrangements or modify these arrangements from time to time.

  70. Potential Payments upon Termination or Change in Control

    | • | The amounts in the tables for unvested SARs that vest on an accelerated basis or continue to vest are based on the spread between the strike price of the award and the applicable closing market price on December 29, 2023 (the last trading day of 2023). Restricted shares or RSUs that would vest on an accelerated basis or continue to vest are valued using the applicable closing market price on December 29, 2023. On December 29, 2023, the closing market price for each class of our common shares was as follows: |

  71. Potential Payments upon Termination or Change in Control

    | ◾ | Liberty Global Class A $17.77 |

  72. Potential Payments upon Termination or Change in Control

    | ◾ | Liberty Global Class B $17.81 |

  73. Potential Payments upon Termination or Change in Control

    | ◾ | Liberty Global Class C $18.64 |

  74. Potential Payments upon Termination or Change in Control

    | • | The amounts for Mr. Bracken assume he receives a lump sum payment in cash of salary and benefits instead of six months’ notice of termination under his employment agreement. |

  75. Potential Payments upon Termination or Change in Control

    | • | To the extent compensation to our executive officers is paid in British pounds, it has been converted to U.S. dollars based upon the average exchange rate in effect during 2023. |

  76. Potential Payments upon Termination or Change in Control

    | • | Under the Fries Agreement, if a termination occurs without cause or by Mr. Fries for good reason (as defined in the Fries Agreement), he will also receive an amount equal to the Applicable Percentage and the value of the Ungranted Appreciation Awards. In 2023, the target annual grant value increased by $1.5 million to $22.0 million. |

  77. Potential Payments upon Termination or Change in Control

    As of December 31, 2023, each of our NEOs had, under the 2014 Incentive Plan, unvested SARs and unvested RSU awards. The termination provisions of the employment agreements of Messrs. Fries, Bracken, Hall, Rodriguez and Salvato are described under —Employment and Other Agreements above. The 2014 Incentive Plan is described under Incentive Plans below. In addition to such descriptions, additional information on the termination and/or change-in-control provisions of these plans and agreements is provided below.

  78. CEO Pay Ratio

    CEO Pay Ratio We are an international company whose consolidated entities employed, on a full-time basis, approximately 9,860 people as of December 31, 2023, in seven countries across Europe and the United States. The overall structure of our compensation and benefit programs are broadly similar across our company to encourage and reward our employees who contribute to our success. We strive to ensure that every employee is paid at a level reflective of their job responsibilities and is competitive within our peer group and our local employment markets. Compensation rates are benchmarked and set to be competitive in the country in which the jobs are performed. We are committed to providing pay equity throughout our company, which we view as critical to our success in supporting a diverse workforce with opportunities for employees to develop, advance and contribute. Under the rules adopted pursuant to the Dodd-Frank Act of 2010, we are required to provide the total compensation paid to our median employee, as well as the ratio of the total compensation paid to such median employee as compared to the total compensation paid to our CEO. For 2023, we used the same median employee that we identified in 2022 (as described below). For the year ended December 31, 2023, and in each case including the value of employer provided non-discriminatory health benefits, (1) the CEO’s total annual compensation was $44,597,770, and (2) our median employee’s total annual compensation was $135,360, which resulted in a ratio of 329:1 for CEO to median employee total annual compensation. This pay ratio is a reasonable estimate calculated in a manner consistent with the SEC rules based on the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. We identified the median employee by collecting the payroll data of our employee population on December 31, 2022, which consisted of salary and wages (including overtime) and annual bonus amounts. At that time, our employee population consisted of over 10,100 individuals, including temporary and part-time employees, consisting of approximately 110 U.S. employees and 9,990 non-U.S. employees. At year-end 2022, we employed personnel in seven countries, including the U.S., the U.K., the Republic of Ireland, the Netherlands, Belgium, Switzerland and Slovakia, making determinations of the median employee subject to a variety of factors, including cost of living and currency. We annualized the compensation of all newly hired employees. We did not perform any other adjustments. After identifying the median employee, for purposes of the pay ratio, we calculated the median employee’s total annual compensation in accordance with the requirements of the Summary Compensation Table, plus we included the value of employer provided non-discriminatory health benefits in both the compensation of our CEO and the median employee.

  79. Pay Versus Performance

    Pay Versus Performance In accordance with Item 402(v) of Regulations S-K, we are providing the following information regarding the relationship between compensation actually paid (

  80. Tabular Disclosure of Pay Versus Performance

    Tabular Disclosure of Pay Versus Performance

  81. Tabular Disclosure of Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (1) | Average Summary Compensation Table Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (1) | Total Shareholder Return | | Peer Group Total Shareholder Return (3) | Net Income (M) | Adjusted EBITDA less Property and Equipment Additions for Compensation Purposes (M) (4) | | 2023 | $44,560,900 | $35,037,457 | $10,845,183 | $7,719,535 | Class A: $ Class B: $ Class C: $ | 78.14 78.32 85.50 | $101.36 | $(3,874) | $2,368 | | 2022 | $19,002,343 | $(22,742,395) | $4,640,491 | $(4,025,991) | Class A: $ Class B: $ Class C: $ | 83.25 83.55 89.13 | $89.91 | $1,986 | $2,132 | | 2021 | $61,986,909 | $70,333,893 | $14,634,664 | $16,814,558 | Class A: $ Class B: $ Class C: $ | 121.99 123.83 128.85 | $115.69 | $13,610 | $2,748 | | 2020 | $44,952,330 | $42,872,855 | $9,689,397 | $11,745,430 | Class A: $ Class B: $ Class C: $ | 106.51 107.83 108.49 | $109.83 | $(1,467) | $2,158 |

  82. Tabular Disclosure of Pay Versus Performance

    | (1) For each fiscal year reported in this table, our PEO was Mike Fries, and our non-PEO NEOs were Charlie Bracken, Bryan Hall, Enrique Rodriguez and Andrea Salvato. CAP amounts are reported in accordance with SEC rules and do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. The table below provides a reconciliation of the adjustments made to the Summary Compensation Table Totals to arrive at the Compensation Actually Paid. |

  83. Tabular Disclosure of Pay Versus Performance

    | | Chief Executive Officer | | | | Average of Other NEOs | | | | | | 2020 | 2021 | 2022 | 2023 | 2020 | 2021 | 2022 | 2023 | | Summary Compensation Table Total | $44,952,330 | $61,986,909 | $19,002,343 | $44,560,900 | $9,689,397 | $14,634,664 | $4,640,491 | $10,845,183 | | Less grant value of stock and option awards made during the year, as reported in the Summary Compensation Table | (32,387,578) | (43,195,394) | (199,144) | (24,309,214) | (7,136,446) | (11,187,228) | (489,628) | (7,391,654) | | Plus adjustments to equity awards (a) | 30,308,103 | 51,542,378 | (41,545,594) | 14,785,771 | 9,192,479 | 13,367,122 | (8,176,854) | 4,266,006 | | Compensation Actually Paid | $42,872,855 | $70,333,893 | $(22,742,395) | $35,037,457 | $11,745,430 | $16,814,558 | $(4,025,991) | $7,719,535 |

  84. Tabular Disclosure of Pay Versus Performance

    | (a) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the |

  85. Tabular Disclosure of Pay Versus Performance

    | amount of change in fair value, as of the end of the applicable year (from the end of the prior fiscal year), of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year); and (iv) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. Time-vested RSUs are valued at the closing prices of the applicable class of the company’s common shares on each applicable valuation date. Time-vested SARs are valued using the Black-Scholes option pricing model, and for each valuation date, the fair value was determined using the closing price of the applicable class of the company’s common shares on such date, the volatility and risk-free rate assumptions that were in effect for the given year and the expected life assumption that was in effect on the original grant date of the SARs, less the time that has elapsed since the grant date. |

  86. Tabular Disclosure of Pay Versus Performance

    | (2) Dollar amounts reported represent the average of the reported “Total” amounts for our NEOs as a group (excluding our CEO) in the Summary Compensation Table above. |

  87. Tabular Disclosure of Pay Versus Performance

    | (3) In accordance with applicable SEC rules, the peer group used in this table is the same peer group that we utilized in our Annual Report on Form 10-K for the year ended December 31, 2023 to prepare our stock performance graph in such Annual Report. |

  88. Tabular Disclosure of Pay Versus Performance

    | (4) The company’s compensation committee and board of directors considers Adjusted EBITDA less Property and Equipment Additions for Compensation Purposes to have been the most important financial metric used in determining executive compensation in 2023. We define Adjusted EBITDA less P&E Additions for Compensation Purposes as our proportionate (including with respect to our non-consolidated joint ventures) Adjusted EBITDA less capital expenditures on an accrual basis, amounts financed under vendor financing or finance lease arrangements and other non-cash additions. We define “ Adjusted EBITDA ” as earnings (loss) from continuing operations before net income tax benefit (expense), other non-operating income or expenses, net share of results of affiliates, net gains (losses) on debt extinguishment, net realized and unrealized gains (losses) due to changes in fair values of certain investments, net foreign currency transaction gains (losses), net gains (losses) on derivative instruments, net interest expense, depreciation and amortization, share-based compensation, provisions and provision releases related to significant litigation and impairment, restructuring and Other Operating Items. “ Other Operating Items ” includes (a) gains and losses on the disposition of long-lived assets, (b) third-party costs directly associated with successful and unsuccessful acquisitions and dispositions, including legal, advisory and due diligence fees, as applicable, and (c) other acquisition-related items, such as gains and losses on the settlement of contingent consideration. |

  89. Director Compensation

    Director Compensation Set forth below is a description of the compensation for our non-executive directors. Such compensation is subject to review annually by our nominating and corporate governance committee. Our directors are also entitled to the benefit of our policy on personal usage of our aircraft described below under —Fees and Expenses. Fees and Expenses In 2023, each non-employee director (other than Mr. Malone) received an annual retainer of $130,000. Effective as of April 2024, each director (other than Mr. Malone and Mr. Fries) will begin receiving an annual retainer of $150,000. Each director who serves as the chair of the audit committee, the compensation committee, the nominating and corporate governance committee or the People Planet Progress committee also received a fee for such service of $40,000, $25,000, $10,000 and $15,000, respectively, for each full year of service in such position. These amounts will increase to $55,000, $30,000, $15,000 and $15,000, respectively, beginning in 2024. All annual director fees, including fees for chairpersons, are payable in arrears in four equal quarterly installments. Our directors may elect to have their quarterly fee installments paid in common shares instead of cash. Such election for fees payable for a specific calendar quarter must be made not later than the last day of the immediately preceding calendar quarter and comprises a combination of Liberty Global Class A and Liberty Global Class C shares. The number of shares issued is based on the fair market value on the last trading day of the quarter for which the election is made. Any fractional share is paid in cash. Directors who are employees of Liberty Global, or its subsidiaries, do not receive any additional compensation for their service as directors. Currently, our CEO Mr. Fries is our only executive director. Generally, the in-person board meetings are held at one of our corporate offices, and each year the board attempts to hold one or more in-person meetings at the location of one of our operations. In addition, members of our board have strategy retreats with certain members of senior management to review our strategies and goals. We reimburse our non-executive directors for travel, lodging and other reasonable expenses related to their service on our board. We also occasionally make our aircraft available to directors for attendance at meetings or other company-related events. For board meetings held at the location of one of our operations or other company-related events, we may provide extra activities for members of our board, including visits to company operations and meetings with local management and employees. We may also invite the spouse or a guest of each director to attend events associated with board meetings or other company-related events. In such case, we may provide for, or reimburse expenses of, the spouse’s or guest’s travel, food and lodging for attendance at these events and participation in related activities. If the spouse or guest travels on our aircraft for an event, the incremental cost for such personal passenger is determined based on our average direct variable cost per passenger for aircraft fuel and in-flight food and beverage services, plus, when applicable, customs and immigration fees specifically incurred. To the extent costs for these activities, including the incremental cost for traveling on our aircraft, and costs for any other personal benefits, for a director exceeds $10,000 for the year, they are included in the amounts in the table below. From time to time, we provide our directors information on conferences and seminars that may be of interest to them as a director of Liberty Global. For directors who elect to attend these events, we cover the costs as part of our policy to keep members of our board informed on issues that relate to their duties as a director. In addition, we make available to members of our board, at their election, health insurance under our health insurance policies. We do not pay any cash compensation to Mr. Malone, except that our independent directors have authorized the payment or reimbursement of personal expenses incurred by Mr. Malone of up to $750,000 per year relating to his ownership of our shares and his service as our chairman. These expenses include professional fees and other expenses incurred by Mr. Malone for estate or tax planning, regulatory filings and other services. Equity Awards Each annual general meeting of shareholders, the continuing non-executive directors receive an equity award under the then-current equity incentive plan (currently the 2023 Plan). From March 2014 through June 2023, such awards were issued under the 2014 Liberty Global Non-employee Director Incentive Plan (the 2014 Director Plan), and prior to March 2014, such awards were under the 2005 Liberty Global Inc. Non-employee Director Incentive Plan (the 2005 Director Plan). On the date of the annual general meeting of shareholders held in 2023, each non-executive director received equity grants with a combined grant date fair value of $200,000 awarded, at his or her election, either as (1) a grant of options for Liberty Global Class A shares and options for Liberty Global Class C shares, or (2) a grant of options for Liberty Global Class A shares and options for Liberty Global Class C shares for one-half the value and a grant of Liberty Global Class A RSUs and Liberty Global Class C RSUs for the remaining value. Beginning in 2024, these equity awards will increase to $230,000. The equity grant election must be made at least two business days prior to the applicable shareholders meeting. If no election is made, the director will receive only options. The option grants have a term of 10 years and vest in three installments on the date of each of the three successive AGMs, provided that the director continues to serve as a director immediately prior to the applicable vesting date. For purposes of determining the number of RSUs of a class to be granted, the grant date fair value of the options for the same class is determined using the same valuation methodology as we use to determine the value of option grants in accordance with FASB ASC 718 on the date of the applicable annual shareholders meeting. The awards of RSUs vest in full on the date of the first annual shareholders meeting after the date of grant. A non-executive director receives a prorated grant of options for each of Liberty Global Class A shares and Liberty Global Class C shares with an annualized grant date fair value equal to $200,000 upon the date he or she is first elected or appointed to our board of directors. The grant date fair value of the options awarded is determined using the same valuation methodology as we use to determine the value of option grants in accordance with FASB ASC 718 on the date of election or appointment. The option grants have a term of 10 years and vest as to one-third of the option shares on the later to occur of (1) the six-month anniversary date of the date of grant or (2) the date of the first annual shareholders meeting after the date of grant. Thereafter the remaining option shares vest as to an additional one-third of the option shares on the date of each annual shareholders meeting, provided that the director continues to serve as a director immediately prior to the applicable vesting date. From June 14, 2023 all awards to our non-executive directors are granted under our 2023 Plan.

  90. Director Compensation

    Although Mr. Malone is a non-executive director, he currently serves without cash compensation other than the reimbursement of certain expenses as described above. As chairman of our board, any compensation paid to him is subject to review and approval of our nominating and corporate governance committee. In 2019, our independent directors authorized annual awards of options to Mr. Malone with a combined grant date fair value equivalent to $2.0 million for so long as he continues to serve as chairman of the board and a non-executive director. Our independent directors have authorized an increase in the amount by $300,000, beginning in 2024. The terms of the option awards are equivalent to those for our other non-executive directors, except that the annual vesting over three years occurs on the anniversary date of the grant for each award, rather than on the date of the annual general meeting of shareholders, and grants may be granted solely in either Liberty Global Class A and Liberty Global Class C shares or a combination of the two. In 2021, 2022 and 2023 the options were granted in only Liberty Global Class C common shares. Any such awards will be subject to review and approval by the compensation committee in connection with its annual equity grant approval process. Under our Director Deferred Compensation Plan, our non-executive directors who are U.S. tax payers may elect to defer payment of up to 85% of their annual retainer, whether payable in cash or shares, and 100% of the RSU portion of their annual equity awards. Annual retainers that are deferred under the Director Deferred Compensation Plan in 2023 will be credited with interest at the rate of 8% per year, compounded daily until paid in full. Our board reserved the right to change the interest rate in the future, provided that any decreases in the rate will apply only to deferred elections made after the new rate is set. Annual retainers payable in shares and annual equity awards payable in RSUs that are deferred are not credited with interest, but will be adjusted for splits, combinations, dividends or distributions. The deferred annual retainers and deferred equity awards may be distributed in a lump sum or in a series of up to 10 equal annual installments upon a distribution event. A distribution event occurs when (1) the director ceases to be a member of our board or dies, (2) at the election of our board, within 12 months of certain change-in-control events, or (3) a specific date is selected by the director at the time he or she makes his deferral election. Our board may terminate the Director Deferred Compensation Plan at its discretion, and such termination will not result in accelerated distributions.

  91. 2023 Compensation of Directors

    2023 Compensation of Directors The following table sets forth information concerning the compensation of our non-employee directors for fiscal year 2023.

  92. 2023 Compensation of Directors

    | Name (1) | Fees Earned or Paid in Cash ($) | Option Awards ($)(2)(3) | Stock Awards ($)(2)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($) | Total ($) | | John C. Malone | —(5) | | | — | 752,500(6) | 3,379,051 | | Liberty Global Class A | — | 92,548 | — | | | | | Liberty Global Class C | — | 2,534,003 | — | | | | | Andrew J. Cole | 98,038 | | | 23 | 5,000(7) | 475,899 | | Liberty Global Class A | 10,472(8) | 75,378 | 32,081 | | | | | Liberty Global Class C | 21,490(8) | 165,492 | 67,925 | | | | | Miranda Curtis CMG | 145,000 | | | — | 2,500(7) | 488,355 | | Liberty Global Class A | — | 107,669 | — | | | | | Liberty Global Class C | — | 233,186 | — | | | | | John W. Dick | 59,286 | | | — | — | 200,158 | | Liberty Global Class A | — | 43,080 | — | | | | | Liberty Global Class C | — | 97,792 | — | | | | | Marisa D. Drew | 130,000(9) | | | 1,706 | 5,000(7) | 336,710 | | Liberty Global Class A | — | 32,298 | 32,081 | | | | | Liberty Global Class C | — | 67,700 | 67,925 | | | | | Paul A. Gould | 170,000(9) | | | 33,792 | 5,763(7) | 550,431 | | Liberty Global Class A | — | 75,378 | 32,081 | | | | | Liberty Global Class C | — | 165,492 | 67,925 | | | | | Richard R. Green | 140,000 | | | 8,740 | 5,000(7) | 494,595 | | Liberty Global Class A | — | 107,669 | — | | | | | Liberty Global Class C | — | 233,186 | — | | | | | Larry E. Romrell | 155,000 | | | — | 6,845(7) | 502,700 | | Liberty Global Class A | — | 107,669 | — | | | | | Liberty Global Class C | — | 233,186 | — | | | | | Daniel E. Sanchez | 130,000 | | | — | 12,570(7) | 342,574 | | Liberty Global Class A | — | 32,298 | 32,081 | | | | | Liberty Global Class C | — | 67,700 | 67,925 | | | |

  93. 2023 Compensation of Directors

    | Name (1) | Fees Earned or Paid in Cash ($) | Option Awards ($)(2)(3) | Stock Awards ($)(2)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($) | Total ($) | | J David Wargo | 66,803(9) | | | 14,664 | 6,112(7) | 491,631(10) | | Liberty Global Class A | 20,715(8) | 107,669 | — | | | | | Liberty Global Class C | 42,482(8) | 233,186 | — | | | | | Anthony Werner | 58,288 | | | — | 5,000(7) | 63,288 | | Liberty Global Class A | — | — | | | | | | Liberty Global Class C | — | — | | | | |

  94. 2023 Compensation of Directors

    | (1) Mr. Fries, our CEO and president, is not included in this table, because he is a named executive officer and does not receive any additional compensation as a director. For information on Mr. Fries’ compensation, please see —Summary Compensation above. Additionally, Mr. Dick retired from our board of directors on June 14, 2023, and as a result, only served as a director for a portion of the year. Mr. Werner did not become a director on our board of directors until July 20, 2023, and, therefore, only served as a director for a portion of the year. |

  95. 2023 Compensation of Directors

    | (2) The dollar amounts in the table reflect (i) the grant date fair value of the option or RSU awards related to Liberty Global Class A shares and Liberty Global Class C shares at the time of grant on March 24, 2023 (in the case of Mr. Malone) and June 14, 2023 (in the case of the other non-employee directors) and (ii) the incremental compensation expense associated with the extension of options issued in 2016, 2017 and 2018 from a seven-year term to a ten-year term, both determined in accordance with FASB ASC 718. The June 14, 2023 options are subject to annual time vesting over a three-year service period with vesting commencing on the date of the company’s 2024 annual general meeting of shareholders and on the date of each annual general meeting of shareholders thereafter. In April 2023, the compensation committee extended the expiration date on options issued in 2016, 2017 and 2018 from a seven-year term to a ten-year term to align those historic awards with the ten-year awards provided currently. The incremental fair value associated with extending the expiration date for the options issued in 2016 is $9,934 for options granted to purchase Liberty Global Class A shares and $24,389 for options granted to purchase Liberty Global Class C shares, in each case for each of Ms. Curtis and Messrs. Cole, Dick, Gould, Green, Romrell and Wargo. For the same directors, the fair value for the extension of the 2017 options is $16,040 for options granted to purchase Liberty Global Class A shares and $36,092 for options granted to purchase Liberty Global Class C shares. Finally, for the same directors, the fair value for the extension of the 2018 options is $17,106 for options granted to purchase Liberty Global Class A shares and $37,312 for options granted to purchase Liberty Global Class C shares. In the case of Mr. Malone, the increase in fair value for options granted to purchase Liberty Global Class A shares in 2016 and 2017 was $41,977 and $50,571, respectively. The increase for Mr. Malone’s options to purchase Liberty Global Class C shares granted in 2016, 2017 and 2018 was $105,905, $118,679 and $309,566, respectively. |

  96. 2023 Compensation of Directors

    | (3) As of December 31, 2023, our directors had the following awards outstanding: |

  97. 2023 Compensation of Directors

    | Name | Class | Options (#) | RSUs (#) | | John C. Malone | Liberty Global Class A | 109,601 | — | | | Liberty Global Class C | 1,679,757 | — | | Andrew J. Cole | Liberty Global Class A | 41,279 | 1,863 | | | Liberty Global Class C | 82,498 | 3,726 | | Miranda Curtis CMG | Liberty Global Class A | 70,307 | — | | | Liberty Global Class C | 140,498 | — | | John Dick | Liberty Global Class A | 58,051 | — | | | Liberty Global Class C | 115,988 | — | | Marisa Drew | Liberty Global Class A | 9,240 | 1,863 | | | Liberty Global Class C | 18,478 | 3,726 | | Paul A. Gould | Liberty Global Class A | 58,421 | 1,863 | | | Liberty Global Class C | 116,727 | 3,726 | | Richard R. Green | Liberty Global Class A | 66,842 | — | | | Liberty Global Class C | 133,568 | — | | Larry E. Romrell | Liberty Global Class A | 70,307 | — | | | Liberty Global Class C | 140,498 | — | | Daniel E. Sanchez | Liberty Global Class A | 9,240 | 1,863 | | | Liberty Global Class C | 18,478 | 3,726 | | J David Wargo | Liberty Global Class A | 70,307 | — | | | Liberty Global Class C | 140,498 | — |

  98. 2023 Compensation of Directors

    | (4) The dollar amounts shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflect the above-market value of accrued interest, which is the portion of the accrued interest equal to the amount that exceeds 120% of the |

  99. 2023 Compensation of Directors

    | applicable federal long-term rate (with compounding) at the time the rate was set, on compensation previously deferred by such director under our Director Deferred Compensation Plan. |

  100. 2023 Compensation of Directors

    | (5) Mr. Malone serves without cash compensation. On March 24, 2023, our compensation committee granted Mr. Malone option awards for his services as chairman of the board, which options vest in three equal annual installments, commencing March 24, 2024. |

  101. 2023 Compensation of Directors

    | (6) Includes reimbursement for personal expenses related to the ownership of our shares and his service as our chairman ($750,000) and a charitable donation made by the company in the name of Mr. Malone. |

  102. 2023 Compensation of Directors

    | (7) Includes a charitable donation made by the company in the name of the director and, for each of Messrs. Gould, Romrell, Sanchez and Wargo, the taxable compensation realized by the director for use of the company’s aircraft, in the amount of $3,263 for Mr. Gould, $1,845 for Mr. Romrell, $10,070 for Mr. Sanchez and $1,112 for Mr. Wargo. |

  103. 2023 Compensation of Directors

    | (8) Represents the dollar amount of fees paid in our Liberty Global Class A shares and Liberty Global Class C shares at the election of the director. |

  104. 2023 Compensation of Directors

    | (9) Amount includes $110,500 of Ms. Drew’s fees, $144,500 of Mr. Gould’s fees and $110,500 of Mr. Wargo’s fees, respectively, the payment of which each such director elected to defer pursuant to the Director Deferred Compensation Plan. Such deferred amounts accrue interest at the rate of 8% per annum, compounded daily until paid in full. |

  105. 2023 Compensation of Directors

    | (10) Amount includes the value of 985 Liberty Global Class A shares and 1,970 Liberty Global Class C shares, the issuance of which Mr. Wargo elected to defer pursuant to the Director Deferred Compensation Plan. |

  106. Nominees for Election of Directors

    Nominees for Election of Directors

  107. Nominees for Election of Directors

    | Name & Positions | Experience | | John C. Malone Chairman Age: 83 Director since: June 2005 (Chairman since 2013) Public Company Directorships: Liberty Media Corporation (Since 2010; Chairman since August 2011) Qurate Retail, Inc. (since 1994; Chair 1994 to March 2018) Warner Bros. Discovery, Inc. (including its predecessor entities) (since September 2008) Liberty Broadband Corporation (Chairman since November 2014) Liberty Expedia Holdings, Inc. (Chairman November 2016 to July 2019) GCI Liberty Inc. (Chair from March 2018 to December 2020) Liberty Latin America Ltd. (from December 2017 to December 2019) Charter Communications, Inc. (Director Emeritus since July 2018) Other Positions: CableLabs® (Chairman Emeritus) The Cable Center (honorary board member) | Mr. Malone is an experienced business executive, having served as the chief executive officer of TeleCommunications Inc (TCI) for over 25 years until its acquisition by AT&T Corporation in 1999. During that period, he successfully led TCI as it grew through acquisitions and construction into the largest multiple cable system operator in the U.S., invested in and nurtured the development of unique cable television programming, including the Discovery Channel, QVC and Starz/Encore, expanded through joint ventures into international cable operations in the U.K. (Telewest Communications plc), Japan (Jupiter Telecommunications Co. Ltd. (J:COM)) and other countries, and invested in new technologies, including high-speed internet, alternative telephony providers, wireless personal communications services and direct-to-home satellite. Mr. Malone is considered worldwide to be one of the preeminent figures in the telecommunications and media industries. Mr. Malone’s proven business acumen as a long-time chief executive of large, complex organizations and his extensive knowledge and experience in the cable television, telecommunications, media and programming industries are a valuable resource to our board in evaluating the challenges and opportunities of our global business and our strategic planning and strengthen our board’s collective qualifications, skills and attributes. | | Michael T. Fries Vice Chairman Age: 61 Director since: June 2005 Public Company Directorships: Lions Gate Entertainment Corp. (since November 2015) Grupo Televisa S.A.B. (since April 2015) | Mr. Fries has over 30 years of experience in the cable and media industry. He is the Chief Executive Officer and President of Liberty Global, a position he has held since 2005, and is the Vice Chairman of the Liberty Global board. As an executive officer of Liberty Global and co-founder of its predecessor, Mr. Fries has overseen the company’s growth into a world leader in converged broadband, video and mobile communications. With approximately 31,000 employees across our consolidated and joint venture companies, 85 million broadband, video and mobile retail and wholesale connections and more than $7 billion in consolidated revenue and more than $18 billion of revenue generated by the company’s Virgin Media – O2 and VodafoneZiggo joint |

  108. Nominees for Election of Directors

    | Name & Positions | Experience | | Liberty Latin America Ltd. (Chairman since December 2017) Sunrise Communications Group AG (from November 2020 to April 2021), subsidiary of the Company Other Positions: Cablelabs® - Board member World Economic Forum—Digital Communications Governor & Steering Committee member The Paley Center for Media—Trustee & Finance Committee member | ventures, Liberty Global is dedicated to building Tomorrow’s Connections Today by investing in the infrastructure and platforms that empower customers and deploying the advanced technologies that nations and economies need to thrive. Additionally, Liberty Global’s investment arm includes a portfolio of more than 75 companies and funds across content, technology and infrastructure, including strategic stakes in companies like ITV, Televisa Univision, Plume, AtlasEdge and the Formula E racing series. Mr. Fries also serves as the Executive Chairman of Liberty Latin America Ltd., a leading communications company with operations in Puerto Rico, the Caribbean and other parts of Latin America. Throughout his career, Mr. Fries has received several recognitions, including induction into the Cable Hall of Fame and the Broadcasting & Cable Hall of Fame, Entrepreneur of the Year in Media, Entertainment and Communications (Ernst & Young) and Industry Leader of the Year (Digital TV Europe). Mr. Fries’ significant executive experience in building and managing converged video, broadband, mobile and entertainment platforms, in-depth knowledge of all aspects of our current global business and responsibility for setting the strategic, financial and operational direction for our company contribute an insider’s perspective to our board’s consideration of the strategic, operational and financial challenges and opportunities of our business and strengthen our board’s collective qualifications, skills and attributes. | | Paul A. Gould Age: 78 Director since: June 2005 Public Company Directorships: Warner Bros. Discovery, Inc.(including its predecessor entities) (since September 2008) Liberty Latin America Ltd. (since December 2017) Ampco-Pittsburgh Corp. (March 2002 to May 2018) Other Positions: O3B Networks Ltd. (October 2007 to August 2016) International Monetary Fund (Advisory Committee) | Mr. Gould has over 40 years of experience in the investment banking industry. He is a managing director of Allen & Company, LLC, a position that he has held for over eight years, and is a senior member of Allen & Company’s mergers and acquisitions advisory practice. In that capacity, he has served as a financial advisor to many Fortune 500 companies, principally in the media and entertainment industries. Mr. Gould joined Allen & Company in 1972. In 1975, he established Allen Investment Management, which manages capital for endowments, pension funds and family offices. Mr. Gould’s extensive background in investment banking and as a public company board member and his particular knowledge and experience as a financial advisor for mergers and acquisitions and in accounting, finance and capital markets contribute to our board’s evaluation of acquisition, divestiture and financing opportunities and strategies and consideration of our capital structure, budgets and business plans, provide insight into other public company board practices and strengthen our board’s collective qualifications, skills and attributes. | | Larry E. Romrell Age: 84 Director since: June 2005 Public Company Directorships: Liberty Media Corporation (since September 2011) Qurate Retail, Inc. (since December 2011) Liberty TripAdvisor Holdings, Inc. (since August 2014) | Mr. Romrell has over 30 years of experience in the telecommunications industry. He was an executive vice president of TCI from January 1994 to March 1999, when it was acquired by AT&T Corporation, and a senior vice president of TCI from 1991 to 1994. Prior to becoming an executive officer at TCI, Mr. Romrell held various executive positions at WestMarc Communications, Inc. for almost 20 years. Mr. Romrell’s extensive business background and his particular knowledge and experience in telecommunications technology and board practices of other public companies contribute to our board’s consideration of operational and technological developments and strategies, provide insight into other public company board practices and strengthen our board’s collective qualifications, skills and attributes. |

  109. Nominees for Election of Directors

    | Name & Positions | Experience | | Andrew J. Cole Age: 57 Director since: June 2013 Other Positions: Arundel Capital (director) Glow Financial Services (executive chairman) GB News Ltd (non-executive director) My Views Media Inc (director) Digital Audience Data Ltd (director) | Mr. Cole is the Executive Chairman of Glow Services Corp., a private U.S. company, founded in July 2014. Glow Services Corp. is technology company offering FinTech, InsuTech and GreenTech platforms to carriers, retailers and OEMs. Its core business is primarily handset and home device financing and insurance services. Until July 2014, he was the chief executive director of the European division of Asurion Corp., a private entity. He assumed that role in May 2009, after serving as chief marketing officer and senior vice president at Asurion Corp. from April 2007. Asurion Corp. was the world’s largest technology protection company. Mr. Cole has over 25 years of experience working in the telecommunications and media industry with a particular depth of experience in the mobile sector. He has consulted with Verizon, Sprint, AT&T, BT, Warner Music, Disney, Google and with Steve Jobs on the iPhone® in 2005-2006 when he was president of CSMG Adventis, a strategic consultancy firm that focused on the telecommunications media and entertainment markets, from October 2005 to April 2007. Mr. Cole’s extensive background in the telecommunication and media industry and his particular knowledge and experience in the mobile sector as well as his expertise in marketing and strategy contributes to our board’s evaluation of our mobile business and acquisition and divestiture opportunities and strategies and our capital structure and strengthens our board’s collective qualifications, skills and attributes. | | Marisa D. Drew Age 59 Director since: March 2022 Public Company Directorships: Sunrise Communications Group AG (from November 2020 to April 2021), subsidiary of the company Other Positions: City of London Corporation (non-executive director) FCA Markets Practitioners Panel (member) Aspen Institute UK (advisory board member) Milken Institute Center for Strategic Philanthropy (advisory board member) UN High Level Working Group for Humanitarian Aid (co-chair) and UN Oceans Panel (advisory panel) The Wharton School (EMEA advisory board member) Room-to-Read (EMEA advisory board member) | Ms. Drew has over 35 years of experience in the investment banking industry. She is currently the Chief Sustainability Officer at Standard Charter Bank. Prior to this role, she was the Chief Sustainability Officer and co-head of the investment banking and capital markets group for Europe, the Middle East and Asia at Credit Suisse. She has also held the position of Global Co-Head of Global Markets Solutions Group at Credit Suisse. Prior to joining Credit Suisse, Ms. Drew worked for Merrill Lynch, where she helped to form its European Leveraged Finance Group. Ms. Drew has been routinely recognized as one of the most influential and powerful women in the European financial industry. Ms. Drew’s extensive experience in investment banking, financings and capital markets, along with her work in the realm of sustainability, contribute to our board’s evaluation of leveraging the company’s assets, acquisitions, divestitures and mergers, as well as the social and environmental considerations of the company’s actions and transactions. |

  110. Nominees for Election of Directors

    | Name & Positions | Experience | | Richard R. Green Age: 86 Director since: December 2008 Public Company Directorships: Shaw Communications Inc. (from July 2010 to April 2023) Liberty Broadband Corporation (since November 2014) GCI Liberty Inc. (from March 2018 to December 2020) Other Positions: The Cable Center (honorary board member) Federal Communications Commission’s Technical Advisory Council (member) Space Science Institute (director) Jones/NCTI, Inc. (director) Society of Motion Pictures and Television Engineers (fellow) Center for Medical Interoperability (director) | For over 20 years, Mr. Green served as president and chief executive officer of Cable Television Laboratories, Inc., a non-profit cable television industry research and development consortium (CableLabs®) before retiring in December 2009. While at CableLabs®, Mr. Green oversaw the development of DOCSIS technology, the establishment of common specifications for digital voice and the deployment of interactive television, among other technologies for the cable industry. Prior to joining CableLabs®, he was a senior vice president at PBS (1984 – 1988), where he was instrumental in establishing PBS as a leader in high-definition television and digital audio transmission technology, and served as a director of CBS’ Advanced Television Technology Laboratory (1980 – 1983), where he managed and produced the first high-definition television programs in December 1981, among other accomplishments. Mr. Green is the author of over 55 technical papers on a variety of topics. Mr. Green was previously a professor and the director of the Center for Technology Innovation at the University of Denver. Mr. Green’s extensive professional and executive background and his particular knowledge and experience in the complex and rapidly changing field of technology for broadband communications services contribute to our board’s evaluation of technological initiatives and challenges and strengthen our board’s collective qualifications, skills and attributes. | | Daniel E. Sanchez Age: 61 Director since: March 2022 Public Company Directorships: Lions Gate Entertainment Corp (from December 2016 to May 2021) Discovery, Inc. (from May 2017 to April 2022) Liberty Latin America Ltd. (since December 2019) Starz (from January 2013 until December 2016) Other Positions: MediaBloq (advisory board member) MM Blockchain Advisory Services (advisory board member) | Mr. Sanchez engaged in the private practice of law for over three decades, representing individual and business clients in a variety of non-litigation areas. Mr. Sanchez retired from the practice of law in 2020. Mr. Sanchez is the nephew of our chairman, John C. Malone. He is a member of the Development Committee of the Smithsonian Museum of the American Latino and is active in Latinos for Education. Mr. Sanchez’ extensive legal and investing background and knowledge, his specific business experience in media and telecommunications, along with his numerous directorship appointments on public company boards in the telecommunications industry, contribute to our board’s understanding of the potential strategic and operational challenges that we face as well as any opportunities that the company may want to avail itself of and strengthens our board’s collective qualifications, skills and attributes. |

  111. Nominees for Election of Directors

    | Name & Positions | Experience | | Miranda Curtis CMG Age: 68 Director since: June 2010 Public Company Directorships: Sunrise Communications Group AG (from November 2020 to April 2021), subsidiary of the Company Liberty Latin America Ltd. (since December 2017) Other Positions: Institute for Government U.K. (trustee & governor) Garsington Opera (chair) | Ms. Curtis has over 30 years of experience in the international media and telecommunications industry, starting with the international distribution of programming for the BBC before moving to the cable industry. Her most recent positions were as an executive officer of our predecessor LGI and its predecessor where she served as President of Liberty Media International Inc. and, subsequently, as President of Liberty Global Japan. In these positions, she oversaw cable and programming investments in Europe and Asia. In particular, she was responsible for the negotiation, oversight and management of a joint venture with Sumitomo Corporation that led to the formation of J:COM, the largest multiple cable system operator in Japan, and Jupiter TV Co., Ltd., a leading provider of content services to the Japanese cable and satellite industries, as well as other content ventures in Europe and Asia. In early 2010, Ms. Curtis retired from her officer positions with our company following the sale of substantially all of our investments in Japan. Throughout her career, Ms. Curtis has received several recognitions, including being appointed as a Companion of the Most Distinguished Order of Saint Michael and Saint George (CMG) in The Queen’s 2020 Birthday Honours List, in recognition of her service to gender equality globally. Ms. Curtis’ significant business and executive background in the media and telecommunication industries and her particular knowledge of, and experience with all aspects of international cable television operations and content distribution contribute to our board’s consideration of operational developments and strategies and strengthen our board’s collective qualifications, skills and attributes. | | J David Wargo Age: 70 Director since: June 2005 Public Company Directorships: Strategic Education, Inc. (from March 2001 to April 2019) Discovery, Inc. (from September 2008 to April 2022) Liberty TripAdvisor Holdings, Inc. (since August 2014) Liberty Broadband Corporation (since March 2015) Vobile Holdings Ltd. (since January 2018) | Mr. Wargo has over 40 years of experience in investment research, analysis and management. He is the founder and president of Wargo & Company, Inc., a private company specializing in investing in the communications industry since 1993. Mr. Wargo is a co-founding member of Peters Creek Entertainment LLC, Asia Vision LLC and New Mountain Capital, LLC from 2000 to 2008. Mr. Wargo’s extensive background in investment analysis and management and as a public company board member and his particular knowledge of, and experience with, finance and capital markets contribute to our board’s consideration of our capital structure and evaluation of investment and financial opportunities and strategies, provide insight into other public company board practices and strengthen our board’s collective qualifications, skills and attributes. |

  112. Nominees for Election of Directors

    | Name & Positions | Experience | | Anthony G. Werner Age: 67 Director since: June 2023 Other Positions: Plume Design, Inc. (director) Vantiva SA (director) | Mr. Werner has over 40 years of engineering and technical management experience. Until December 2022, Mr. Werner served as a Senior Technology Advisor of Comcast Corporation. He assumed that role in March 2021 after serving as the President Technology, Product and Customer Experience at Comcast Corporation from March 2016 to March 2021 and Chief Technology Officer of Comcast Corporation from January 2007 to March 2016. Prior to joining Comcast Corporation in January 2007, Mr. Werner served as Senior Vice President and Chief Technology Officer for Liberty Global from July 2001 to January 2007, where he led Liberty Global’s global strategy for video, voice and data services. Mr. Werner’s extensive background in technology, products and customer choice and his particular knowledge of, and experience with, artificial intelligence, digitalization, cloud and cybersecurity provides strength to our board’s collective qualifications, skills and attributes. |