DEF 14A of Liberty Global Ltd.
Filed Apr 29, 2026 · FY20250001193125-26-191485
PROXY VOTING METHODS
| Grants of Plan-Based Awards | 46 | | Narrative to Summary Compensation and Grants of Plan-Based Awards Table | 47 | | Outstanding Equity Awards at Fiscal Year-End | 48 | | Option/SAR Exercises and Shares Vested | 51 | | Deferred Compensation Plan | 51 | | Employment and Other Agreements | 52 | | Potential Payments Upon Termination or Change-in-Control | 56 | | Termination of Employment | 57 | | Change-in-Control | 61 | | CEO Pay Ratio | 64 | | Pay Versus Performance | 65 | | Tabular Disclosure of Pay Versus Performance | 65 | | Discussion of PVP Figures | 66 | | Table of Performance Measures | 69 | | Director Compensation | 70 | | 2025 Compensation of Directors | 72 | | INCENTIVE PLANS | 74 | | PROPOSAL 1 - THE DIRECTOR ELECTION PROPOSAL | 76 | | The Board | 76 | | Vote and Recommendation | 76 | | Nominees for Election of Directors | 77 | | Directors Whose Term Expires in 2026 | 77 | | Directors Whose Term Expires in 2027 | 78 | | Directors Whose Term Expires in 2028 | 79 | | PROPOSAL 2 - THE AUDITOR APPOINTMENT PROPOSAL | 81 | | Vote and Recommendation | 81 | | Audit Fees and All Other Fees | 81 | | Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor | 82 | | Audit Committee Report | 83 | | PROPOSAL 3 - THE SAY-ON-PAY PROPOSAL | 84 | | Advisory Vote | 84 | | Vote and Recommendation | 84 | | PROPOSAL 4 - THE SAY-ON-FREQUENCY PROPOSAL | 85 | | Advisory Vote | 85 | | Vote and Recommendation | 85 | | CERTAIN TRANSACTIONS | 86 | | Certain Relationships | 86 | | SHAREHOLDER PROPOSALS | 87 | | ADDITIONAL INFORMATION | 87 |
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION We are a dynamic team of operators and investors, generating and delivering shareholder value through the strategic management of three complementary platforms — Liberty Telecom, Liberty Growth and Liberty Global. Liberty Telecom is a world leader in converged broadband, video and mobile communications, providing approximately 80 million fixed and mobile connections (at December 31, 2025) through advanced fiber and 5G networks that empower customer and strengthen national economies. We are pursuing strategies in each market to drive commercial momentum, finance and monetize network infrastructure and pursue accretive transactions to deliver value to our shareholders. Liberty Growth invests in scalable businesses across the technology, media, sports and infrastructure sectors, with a portfolio of roughly 70 companies. As of December 31, 2025, Liberty Growth holds investments valued at $3.4 billion, including our stakes in ITV, Televisa Univision, Plume Design, EdgeConneX and AE Group Sàrl (a.k.a. AtlasEdge), as well as our controlling interest in the racing series Formula E (Formula E) and Liberty Blume, our technology-based services business, providing technology, operational, and financial services to our affiliated companies and third-parties. Liberty Global is a team of operators and investors with over 30 years of experience in telecoms, tech, media and finance. In addition to providing financing and tech-related services to our operating businesses and Growth portfolio companies, Liberty Global has strong leadership across M&A, talent, legal and tax. We 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, among others, strong organic growth, technological innovation, disciplined capital allocation 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 Chairman and CEO; Charles H.R. Bracken, our chief financial officer; and our three other most highly compensated executive officers at the end of 2025: Bryan H. Hall, our general counsel and secretary, Enrique Rodriguez, our chief technology officer and Andrea Salvato, our chief development officer. Below, we also provide information relating to the compensation of our non-executive directors.
Compensation Philosophy and Goals
| ◾ | Utilize multi-year vesting and forfeiture provisions with our equity awards to encourage retention |
Compensation Philosophy and Goals
| ◾ | Emphasize long-term, equity-based compensation that increases in value as our share price increases |
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 PSUs, LGIP units and RSUs with multi-year cliff or installment vesting that are generally 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 committee-determined quantitative financial and operational performance metrics and guides to individual and company performance | Short- and long-term alignment to shareholder interests, incentivizing our NEOs to seek sustainable appreciation of our share price | | 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 and reduction potential for under-performance | Value of awards driven primarily by company share price performance improvement and Liberty Growth portfolio accretion | | Risk Profile | Fixed | Variable short-term, performance-based | Variable long-term and performance-based incentives |
Elements of Our Compensation Packages
Base Salary General. Base salaries are fixed for each executive’s level of responsibility, expertise, skills, knowledge, experience and value to the company. Generally, increases in base salaries are based on increased responsibilities, company-wide budgets and increases in the cost of living. Salary amounts take into account multiple factors such as our ability to attract and retain qualified and experienced candidates, market comparisons, location, exchange rates, benefits, complexity of the position and prior salary, among other considerations. 2025 Base Salaries. In February 2025, consistent with the annual salary increases for corporate-level employees in general, our compensation committee maintained the base salaries for our NEOs at their then current levels, resulting in a base salary of £981,000 ($1,292,490) for Mr. Bracken, $1,251,000 for Mr. Hall, $1,197,000 for Mr. Rodriguez and £808,000 ($1,064,559) for Mr. Salvato, each effective on April 1, 2024. Following the execution of his Second Amended and Restated Employment Agreement on April 7, 2025 (the Fries Agreement), Mr. Fries’ salary was contractually set at $3,000,000, effective as of January 1, 2025. Annual Performance Bonus Awards General. Annual performance bonus awards are designed to motivate our executives to achieve our annual business goals and reward them for superior individual performance. Each year, the compensation committee approves the terms of the annual performance bonus program, including each NEO’s annual performance goals. Annual bonus target amounts for each NEO are subject to yearly review by the compensation committee. The compensation committee adjusts the company-wide targets and the individual NEO performance objectives for each year in order to provide appropriate “stretch” targets to incentivize performance. The compensation committee, together with our CEO, reviews and assesses the achievement of company performance metrics, as customarily adjusted, as well as our NEOs’ individual performance objectives. The committee then makes annual performance bonus payout determinations following the end of each fiscal year. The compensation committee also determines, in private session without the presence of management, whether our CEO has met his individual performance goals for the year, as well as the amount to be paid for his annual bonus. Within our annual performance bonus program, we encourage increased share ownership among our NEOs to align their incentives with those of our shareholders. Under our shareholding incentive plan (SHIP), an NEO may bolster his share ownership by electing to receive up to 100% of the NEO’s bonus in company shares instead of cash. Employees who elect to receive shares for all or a portion of their annual bonus also receive RSUs equal to 12.5% of the gross number of shares earned under the annual bonus. These RSUs vest approximately one year after the grant date, provided the employee holds all of the shares issued as part of the SHIP through such vesting 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 2025, was delivered on a one-to-one 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. Additionally, each NEO receives company shares under the SHIP to the extent that the NEO’s annual bonus payout exceeds his target bonus amount. Design of 2025 Annual Bonus Program. Given our geographical dispersion, 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 design their bonus programs around certain financial and non-financial metrics, weighting them as appropriate to compete for local and regional talent. In the case of the VodafoneZiggo JV and the VMO2 JV, the Reward Framework was designed in alignment with our joint venture partners. Our NEOs participated in the company’s central 2025 annual performance bonus program (the 2025 Annual Bonus Program). In approving the 2025 Annual Bonus Program, the compensation committee emphasized achievement of ‘Group Goals’ and ‘Individual Goals’, in addition to the company’s two primary metrics of revenue and Adjusted EBITDA less P&E Additions for Compensation Purposes (as defined below). The 2025 performance bonus targets for our NEO’s were $2.75 million for Mr. Hall, $3.5 million for Mr. Salvato, $3.6 million for Mr. Rodriguez and $4.0 million for Mr. Bracken. Under the Fries Agreement, our CEO’s target award was reduced to $13.0 million. The key elements of the 2025 Annual Bonus Program were:
Elements of Our Compensation Packages
| • | Relative achievement of four performance metrics, including two financial and two non-financial performance metrics, as follows: |
Elements of Our Compensation Packages
| • | Over-performance against a budgeted target could result in a payout of up to 140% of the target bonus amount, depending on the level of achievement of these company financial and non-financial metrics and objectives. |
Elements of Our Compensation Packages
Individual performance is reviewed by the compensation committee, which could reduce or increase the total annual bonus from 0% to a maximum of 150% of the total company performance payout (or up to a maximum of 210% of the participant’s target bonus). The same general design was also implemented with similar performance metrics and weightings for the 2025 bonus programs for approximately 1,250 employees in our central offices in the U.K., the U.S. and the Netherlands. In the 2025 Annual Bonus Program, “Revenue” is defined as total Liberty Global proportionate revenues, except at VodafoneZiggo where revenue is defined as total revenues minus device-only mobile handset revenue (Business-to-Consumer (B2C) and Business-to-Business (B2B)) and at Virgin Media Ireland where revenue is defined as total revenues minus hardware revenue (B2C and B2B). We define “Adjusted EBITDA less P&E Additions for Compensation Purposes” as our Adjusted EBITDA less property and equipment additions, except at VodafoneZiggo JV, where it is defined as Adjusted EBITDA less property and equipment additions, including changes in working capital less restructuring cash paid and right-of use (ROU) asset additions, on a proportionate basis, including our non-consolidated joint ventures. Such amount differs from the Adjusted EBITDA less P&E Additions that we disclosed in our fourth quarter earnings release (filed with the SEC on February 18, 2026), which is calculated on a consolidated basis and omits amounts attributed to our U.K. and Dutch businesses. Payout Calculation Methodology: Financial
Elements of Our Compensation Packages
| | Potential Payout % re: Achievement of 2025 Budget | | | | | | 2025 Budget Achievement | Revenue (25%Weighting) | | Adjusted EBITDA less P&E Additions for Compensation Purposes (35%Weighting) | | Payout (% of Weighted Portion of Target Bonus Amount) (1) | | Over-Performance | ≥ | 102.5% | ≥ | 105.0% | 150.0% | | On-Target Performance | | 100.0% | | 100.0% | 100.0% | | Minimum Performance | | 95.0% | | 90.0% | 50.0% |
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 that fall in between these points would be determined by interpolation. |
Elements of Our Compensation Packages
Group Goals. The Group Goals element under the 2025 Annual Bonus Plan measures the achievement of certain, committee-approved strategic objectives for the company and its operating companies. The Group Goals were broken into four categories that consisted of both measurable and specific objectives relating to commercial and strategic growth, value creation and improvement of the company’s culture. The achievement of such objections is evaluated by the compensation committee following the end of the applicable year. The maximum payout for this element is 150%. Individual Goals. The Individual Goals element states unique, specific objectives for each of our NEOs, based on the NEO’s area of expertise. Such objectives are either quantitative or qualitative and were approved by the compensation committee at the outset of 2025 and are further described below. The compensation committee evaluated each objective in early 2026 and reviewed the achievement by each NEO against each of his objectives. NEOs can under- and over-perform their objectives, leading to decreased or increased payouts under this bonus plan element. The maximum achievement of an NEO’s Individual Goals is 150% of their target award, up to a potential weighted maximum of 30% of such NEO’s target bonus award. 2025 Annual Bonus Program Performance. At its meeting in February 2026, the compensation committee reviewed the actual 2025 Revenue and Adjusted EBITDA less P&E Additions for Compensation Purposes based on our audited 2025 financial results and also looked at the results of the NEO’s performance against the Group Goals and their Individual Goals. For this purpose, the 2025 budget was adjusted, in accordance with the terms of the 2025 Annual Bonus Program, 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) for changes in accounting principles or policies, (3) for the impacts of certain acquisition, disposition, financing and restructuring transactions, (4) corrections to business plans and reclassifications that were determined mid-year, certain of which were outside of the company’s control, (5) additional strategic initiatives aimed at future value creation and (6) to increase or decrease for transactions that had inorganic impacts on our business or our financial results. In the aggregate, these adjustments resulted in a net decrease to our budgeted Revenue from $14.09 billion to $13.83 billion and a net decrease to our budgeted Adjusted EBITDA less P&E Additions for Compensation Purposes from $1.56 billion to $1.50 billion. For purposes of determining performance payout, the compensation committee confirmed that actual 2025 Revenue was 98.5% of the adjusted budget and actual 2025 Adjusted EBITDA less P&E Additions for Compensation Purposes was 105.3% of the adjusted budget on a consolidated basis. The Group Goals metric resulted in a 92.7% payout, and the Individual Goals for all our NEOs resulted in a payout of 100%. The compensation committee approved the percentage payout for performance against the pre-established financial and non-financial metrics for each of the NEOs as set forth in the table below:
Elements of Our Compensation Packages
| % Payout for Revenue Performance (25%) | % Payout for Adjusted EBITDA less P&E Additions for Compensation Purposes Performance (35%) | % Payout for Group Goal Performance (20%) | % Payout for Individual Goals Performance (20%) | Weighted Aggregate % of Target Bonus | | 84.8% | 150.0% | 92.7% | 100.0% | 112.2% |
Elements of Our Compensation Packages
| Name | 2025 Total Earned Bonus Amount ($) (1) | Portion of Bonus Paid in Cash ($) | Portion of Bonus Paid in Shares (2) | | Michael T. Fries | $14,587,960 | $13,000,000 | $1,587,960 | | Charles H.R. Bracken | $4,937,463 | 4,000,000 | 937,463 | | Bryan H. Hall | $3,394,506 | 2,750,000 | 644,506 | | Enrique Rodriguez | $4,443,717 | — | 4,443,717 | | Andrea Salvato | $4,320,280 | 3,500,000 | 820,280 |
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. |
Elements of Our Compensation Packages
| (2) Reflects the portion of the bonus paid in shares of the company pursuant to the SHIP, as further described below. |
Elements of Our Compensation Packages
The compensation committee approved payment of the 2025 earned bonus amounts to our NEOs and certain other officers and key employees in the form of cash up to 100% of such person’s target bonus amount, with any over-performance paid in shares of our capital stock through our SHIP. Mr. Rodriguez previously elected to participate in the SHIP with respect to all of his annual bonus awards, and such amount was paid in shares of the company stock. The number of common shares actually granted were based on the amount of above-target annual performance bonus earned (including any additional payout for individual performance) and the closing prices of our Liberty Global Class A and Liberty Global Class C shares on the date such shares were issued. All common shares granted as part of the 2025 Annual Bonus payout were treated as SHIP election shares and, accordingly, each NEO received a grant of “premium” RSUs for the number of shares representing 12.5% of the shares issued to him in the 2025 Annual Bonus Program, These RSUs will vest on March 1, 2027 if the NEO meets the holding requirements under the SHIP. The amounts paid to our NEOs under the 2025 Annual Bonus Program in shares are reflected in the Summary Compensation Table below under the “Stock Awards” column, and the amounts paid in cash are reflected in the “Non-Equity Incentive Plan Compensation” column. Long-Term Incentive Awards General. Our multi-year, conventional and performance-based long-term equity incentive awards (Long-Term Incentive Awards) have historically represented a majority of our executives’ compensation. These awards align our executives’ interests with those of our shareholders and encourage retention through vesting requirements and forfeiture provisions. Each year, the compensation committee sets an individualized target annual long-term incentive value for each of our NEOs. During 2025, the company issued PSU, RSU and LGIP awards to our NEOs (the 2025 Awards). The RSUs and PSUs were issued at a ratio of one-half Liberty Global Class A and one-half Liberty Global Class C shares. LGIP awards are cash denominated, although they are may be settled in shares upon vesting, at the discretion of the compensation committee. The 2025 Awards are subject to forfeiture or acceleration in connection with certain termination of employment or change-in-control events, and are subject to stated time vesting or performance vesting, as determined by the compensation committee for the particular grant year. In adopting its general approach to equity incentive compensation, the compensation committee determined to reduce certain risks tied to incentive compensation by:
Elements of Our Compensation Packages
| • | using multiple equity vehicles (PSUs, RSUs, and units in our LGIP) with different performance, retention, risk and reward profiles; and |
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 between our 2025 Annual Bonus Program awards and Long-Term Incentive Awards. |
Elements of Our Compensation Packages
The compensation committee observed that equity-linked awards that vest over a period of years provide a retention mechanism and strong alignment with shareholders to realize a greater total shareholder return that is sustainable over the long-term, and that including forfeiture risks and potential reductions to performance equity awards provide greater accountability to each NEO for his performance against personally tailored performance goals. Long-Term Incentive Plan 2025. The company implemented a three-pronged long-term equity incentive program for our NEOs in 2025, comprised of a grant of PSUs, RSUs, LGIP awards (collectively, the 2025 LTIP). The 2025 LTIP was designed to encourage long-term total shareholder return by increasing the amount of performance-based equity awards each NEO received. The 2025 LTIP grants were comprised almost entirely of equity awards with their value directly tied to share price performance. For instance, the performance metric used to determine payout of the PSUs issued in 2025 is absolute share price performance, with payouts ranging from 0% to 200% of target, depending on the company’s share price performance over the applicable vesting period. PSUs constituted 70% of our NEO’s 2025 LTIP awards. The use of performance-based equity grants focuses management’s efforts on achieving sustainable share price appreciation over the long term and directly aligns their interests with those of our shareholders. The RSUs issued to our NEOs are time-based equity awards that vest over three years in equal installments. Such awards become more valuable as the company’s share price appreciates, further motivating our NEOs to execute on our strategies to increase shareholder value. In addition, our NEOs received a grant of LGIP awards in 2025 that will vest in 2028 (the 2025 LGIP Grants). The LGIP is based upon performance of the company’s Liberty Growth portfolio of investments over a three-year period. The 2025 LGIP Grants are designed to incentivize management’s efforts to drive growth and value in the company’s venture investments portfolio. The payout under the LGIP 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 LGIP will be paid at the end of the performance period, either in company shares or cash, in the discretion of the compensation committee. The 2025 LTIP for our NEOs included a grant made in March 2025 for each NEO’s annual long-term incentive target value for 2025, as set forth below.
2025 LTIP Target Value Granted
2025 LTIP Target Value Granted
2025 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 ($) | Liberty Global Class A PSU Grants ($) | Liberty Global Class C PSU Grants ($) | LGIP Award Grants ($) | | Michael T. Fries | — | 3,200,000 | — | 11,200,000 | 1,600,000 | | Charles H.R. Bracken | 625,000 | 625,000 | 2,187,500 | 2,187,500 | 625,000 | | Bryan H. Hall | 425,000 | 425,000 | 1,487,500 | 1,487,500 | 425,000 | | Enrique Rodriguez | 625,000 | 625,000 | 2,187,500 | 2,187,500 | 625,000 | | Andrea Salvato | 600,000 | 600,000 | 2,100,000 | 2,100,000 | 600,000 |
2025 LTIP Target Value Granted
The RSU and PSU awards granted to our NEOs pursuant to the 2025 LTIP are reflected in the Summary Compensation Table below under the “Stock Awards” column. The LGIP awards issued in 2022 vested on March 15, 2025, and at our compensation committee’s discretion, the vested awards were paid out to participants in shares of our company stock. The number of shares issued to our NEOs and their associated value under the 2022 LGIP were as follows:
2025 LTIP Target Value Granted
| | 2022 LGIP Awards Paid in the Form of Shares | | | | | Name | Liberty Global Class A Shares (#) | Liberty Global Class C Shares (#) | Liberty Global Class A Shares ($) | Liberty Global Class C Shares ($) | | Michael T. Fries | 77,159 | 77,159 | $888,100 | $928,223 | | Charles H.R. Bracken | 22,583 | 22,583 | $259,930 | $271,673 | | Bryan H. Hall | 15,056 | 15,056 | $173,295 | $181,124 | | Enrique Rodriguez | 18,820 | 18,820 | $216,618 | $226,405 | | Andrea Salvato | 20,701 | 20,701 | $238,269 | $249,033 |
2025 LTIP Target Value Granted
Adjustments to equity awards previously granted. We concluded the spin-off of our former Swiss operating company, Sunrise, on November 8, 2024 (the Spin-off). In the ordinary course of business and under the terms of the Liberty Global 2023 Incentive Plan (the 2023 Plan), equity awards held by our employees and directors have been adjusted to reflect the distribution made in the Spin-off. As a result of these adjustments, all of our Liberty Global Class A common shares and Liberty Global Class C common shares, as applicable, underlying the outstanding share options, SARs, PSUs and certain RSUs and the exercise prices of the share options and SARs, in each case, were adjusted to preserve the intrinsic value of such securities pre- and post-Spin-off. All other RSUs were given a ‘basket’ treatment, such that, at the time of the Spin-off, holders of Liberty Global RSUs were issued Sunrise RSUs in the same ratio that holders of Liberty Global shares received Sunrise shares, and thus no adjustment was necessary. For the company’s executive officers, the exact number of SARs and their exercise prices are reflected in the Outstanding Equity Awards table below. Share Ownership Policy Our compensation committee has established an Executive Share Ownership Policy for our executive officers and senior officers. This policy helps to ensure that members of our senior management have a significant stake in maximizing shareholder returns.
2025 LTIP Target Value Granted
| Position | Guideline | | Chief Executive Officer | 6 times base salary | | Executive Vice Presidents | 4 times base salary | | All other members of the Executive Leadership Team | 3 times base salary |
2025 LTIP Target Value Granted
As of March 26, 2026, the value of the common shares owned by our CEO, as calculated in accordance with the policy, significantly exceeded 6 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. In November 2024, the company effected the Spin-off. In order to fairly address the impact of the Spin-off on the company’s share ownership policy, the compensation committee made an adjustment to the policy. Since the ownership of Spin-off shares do not count as ownership of Liberty Global shares for purposes of the share ownership policy, and the market price of the company’s shares decreased as a result of the Spin-off, the compensation committee adjusted the share ownership policy by the same factor that was used to adjust the company’s outstanding SARs in the Spin-off. Following the adjustment to the policy, (1) our CEO’s adjusted ratio is 2.90 times his base salary, (2) our executive vice presidents adjusted ratio is 2.32 times their respective base salaries, and (3) for all other members subject to the share ownership policy, the adjusted ratio is 1.74 times their respective base salaries. The compensation committee will review the share ownership policy and adjustments to it in due course. Executive and senior officers, who were subject to the policy at the time of adoption, are expected to be in compliance with the policy, as adjusted. 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. Deferred Compensation Plan 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 certain payments 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 the company 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 subject to each participant’s discretion. Other Benefits The personal benefits we provide are limited in scope and can be categorized as follows: participation in our 401(k) plan (for U.S. taxpayers) or our Liberty Global Group Pension Plan (for U.K. taxpayers), limited personal use of our corporate aircraft; an annual automobile allowance or use of a company car for our executive officers; certain secondment expenses; reasonable legal expenses when entering into employment agreements; and an executive health plan. Each of our U.S.-taxpaying employees 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. taxpaying employees, 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 one-for-one 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, our NEOs and certain senior officers may, with our CEO’s approval, use our corporate aircraft for personal travel, subject to reimbursement for applicable taxes. The annual flight hours for Mr. Fries’ personal use of our aircraft is 125 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 NEOs 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. Imputed income equal to the value of the personal use of our aircraft by such officer and by such officer’s personal guests is 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 NEO 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 is used primarily for business travel, this methodology excludes fixed costs that do not change based on usage, such as salaries of pilots and crew, 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 our U.S. NEOs, we have extended this allowance to such U.S. NEOs. We also provide an executive health plan for our NEOs 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.
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. They are also entitled to the same benefit of accelerated vesting of all or part of equity awards made under the Liberty Global 2014 Incentive Plan (the 2014 Plan) and the 2023 Plan on certain termination-of-employment or change-in-control events as other holders of such awards. 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 merit full automatic acceleration, such as, among others, death or disability (as defined in each award agreement). The vesting of RSU awards will not automatically be accelerated upon termination of employment, except for death, disability or retirement (as defined in the 2014 Plan and 2023 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 change-in-control transactions provide appropriate protection to participants and serve to maintain morale and aid retention during such transactions. Additionally, 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.
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, as applicable, 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. Equity incentive awards, including option and SAR grants, are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of option or equity grant dates For purposes of determining the number of Liberty Global Class A and Liberty Global Class C RSUs, PSUs and SARs to be granted each year to our NEOs, 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.
Summary Compensation Table
Summary Compensation Table The Summary Compensation Table below sets forth information concerning the compensation of our NEOs for fiscal years 2025, 2024 and 2023. 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 or performance 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 (0.7590 for 2025, 0.7826 for 2024 and 0.8042 for 2023).
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non- Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Michael T. Fries | 2025 | 3,000,000 | — | 18,042,057 | — | 13,000,000 | — | 3,675,889 | 37,717,946 | | Chief Executive Officer & President | 2024 | 2,563,000 | — | 18,091,066 | 7,174,117 | 15,867,856 | — | 1,997,715 | 45,693,754 | | | 2023 | 2,563,000 | — | 10,786,249 | 13,522,965 | 15,705,763 | — | 2,170,423 | 44,748,400 | | Charles H.R. Bracken | 2025 | 1,292,490 | — | 7,345,402 | — | 4,000,000 | — | 213,332 | 12,851,224 | | EVP & Chief Financial Officer | 2024 | 1,242,972 | 33,036 | 5,713,692 | 2,030,764 | 3,966,964 | — | 300,076 | 13,287,504 | | | 2023 | 1,164,822 | 73,559 | 3,316,301 | 4,524,425 | 3,926,441 | — | 243,621 | 13,249,169 | | Bryan H. Hall | 2025 | 1,251,000(6) | — | 5,056,004 | — | 2,750,000(6) | 292,577 | 47,956 | 9,397,537 | | EVP & General Counsel | 2024 | 1,239,692(6) | 19,991 | 4,627,903 | 1,380,922 | 2,400,475(6) | 280,242 | 47,024 | 9,996,249 | | | 2023 | 1,193,385(6) | 13,790 | 4,351,693 | 2,624,949 | 736,067(6) | 379,819 | 37,044 | 9,336,747 | | Enrique Rodriguez | 2025 | 1,197,000(7) | — | 11,213,478 | — | —(8) | 297,053 | 81,558 | 12,789,089 | | EVP & Chief Technology Officer | 2024 | 1,185,962(7) | — | 9,555,816 | 2,030,764 | — | 284,072 | 31,709 | 13,088,323 | | | 2023 | 1,141,192(7) | — | 5,615,581 | 2,726,763 | — | 220,036 | 72,691 | 9,776,263 | | Andrea Salvato | 2025 | 1,064,559 | — | 6,951,724 | — | 3,500,000 | — | 139,445 | 11,655,728 | | EVP & Chief Development Officer | 2024 | 1,023,831 | 28,906 | 5,428,349 | 1,949,538 | 3,471,094 | — | 163,071 | 12,064,789 | | | 2023 | 959,649 | 64,364 | 3,223,771 | 3,183,133 | 3,435,636 | — | 152,001 | 11,018,554 |
Summary Compensation Table
| (1) 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 2025, the Stock Awards column shows the value of shares of the company’s stock issued in 2025 to the NEO as part of (i) the 2025 LTIP, (ii) the shares issued to the NEO for the equity portion of his 2025 annual performance bonus award and any SHIP premium RSUs issued to the NEO in 2025 in respect of their 2024 annual performance bonus award, (iii) shares issued to the NEO in 2025 upon the vesting of his award under the 2022 LGIP plan, and (iv) each NEOs target 2025 PSU awards (the grant date fair value for the maximum achievable 2025 PSU awards (200% of target) would be $22,848,053 for Mr. Fries, $9,120,840 for Mr. Bracken, $6,202,183 for Mr. Hall, $9,120,840 for |
Summary Compensation Table
| Mr. Rodriguez and $8,756,020 for Mr. Salvato). Earned 2025 PSU awards will vest, subject to forfeiture or acceleration under certain circumstances, on February 15, 2028. For each of 2025, 2024 and 2023, the Stock Awards column shows the value of shares of the company’s stock issued in 2025, 2024 or 2023, as applicable, to the NEO as part of (i) the 2025 LTIP, 2024 LTIP or 2023 LTIP, as applicable and (ii) the SHIP portion of his 2025, 2024 or 2023, as applicable, annual performance bonus awards and premium RSUs issued to the NEO. |
Summary Compensation Table
In connection with the Spin-off, the number of Liberty Global shares underlying certain of our outstanding equity awards held by our NEOs as of the date of the Spin-off were adjusted to account for the impact of the Spin-off, as described above in — Compensation Discussion and Analysis — Long-Term Incentive Awards — Adjustments to equity awards previously granted.
Summary Compensation Table
| (2) The dollar amounts shown in the “Option Awards” column reflect the grant date fair value of equity awards granted our NEOs 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 25, 2024, reflect the impact of estimated forfeitures rate of 2.88%, a risk-free interest rate of 4.04%, a volatility rate ranging from 29.34% to 29.53% and an expected term of 4.30 years for all NEOs. 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 2024 and 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 have a ten-year term. |
Summary Compensation Table
| (3) The dollar amounts in the “Non-Equity Incentive Plan Compensation” column reflect the cash portion of the NEO’s on target annual performance bonus awards 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 either the Bonus column (for cash portions) or the Stock Awards column (for share portions) of the above table. |
Summary Compensation Table
| (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 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. |
Summary Compensation Table
| (5) The following table provides additional information about the 2025 amounts that appear in the “All Other Compensation” column in the Summary Compensation Table above: |
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 | 31,000 | — | — | 3,644,889 | 3,675,889 | | Charles H.R. Bracken | — | 122,661 | 19,099 | 71,572 | 213,332 | | Bryan H. Hall | 31,000 | — | 15,000 | 1,956 | 47,956 | | Enrique Rodriguez | 31,000 | — | — | 50,558 | 81,558 | | Andrea Salvato | — | 99,868 | 19,099 | 20,478 | 139,445 |
Summary Compensation Table
| (a) Amounts include the following: |
Summary Compensation Table
| • | Premiums for term life insurance for each NEO and limited event tickets for Messrs. Fries and Hall. |
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 ($642,080), Mr. Bracken ($67,990), Mr. Rodriguez ($48,602) and Mr. Salvato ($17,527). Aggregate incremental cost for personal use of our aircraft is determined on a per flight basis and includes fuel (of which approximately 9% of the company’s 2025 purchases were for sustainable aviation 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. |
Summary Compensation Table
| • | The company provides customary support for a portion of living and related expenses in international locations under the Fries Agreement due to the frequency and duration of his work abroad for our company, including partial 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 2025 under the Fries Agreement was $3,000,000. |
Summary Compensation Table
| (6) Mr. Hall elected to defer $2,363,585, $2,420,466 and $112,479 of his 2025, 2024 and 2023 annual performance bonus awards, respectively, pursuant to our Deferred Compensation Plan at the time such award was paid in 2025, 2024 or 2023, as applicable. Mr. Hall also elected to defer $1,000,800, $148,763 and $83,537 of his 2025, 2024 and 2023 salaries, respectively. The amounts deferred accrue interest at the rate of 8.0%, 9.0% or 9.5% per annum, as applicable, compounded daily until paid in full. |
Summary Compensation Table
| (7) Mr. Rodriguez elected to defer $718,200, $711,577 and $684,715 of his 2025, 2024 and 2023 salaries, respectively, pursuant to our Deferred Compensation Plan and elected to defer $1,500,000 of his 2022 annual performance bonus award at the time such awards was paid in 2023. The deferred amounts accrue interest at the rate of 8.0%, 9.0% or 9.5% per annum, as applicable, compounded daily until paid in full. |
Summary Compensation Table
| (8) Mr. Rodriguez elected to take all of his annual performance bonus award in shares of the company’s stock under the company SHIP. Such amounts are included in the “Stock Awards” column. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The table below sets forth certain information concerning the grants of equity-based awards under the 2014 Plan, 2023 Plan and the annual performance bonus awards granted to certain of our named executive officers during the year ended December 31, 2025, as described below under —Narrative to Summary Compensation and Grants of Plan-Based Awards Table. The actual amount of the 2025 annual performance bonus award approved for each NEO is reflected in the “Stock Awards” column of the Summary Compensation Table above for the portion paid in shares and RSUs and in the “Non-Equity Incentive Plan Compensation” and “Bonus” columns of the Summary Compensation Table above for the portion paid in cash. In connection with the Spin-off, the number of company shares underlying certain outstanding equity awards held by our NEOs as of the date of the Spin-off were adjusted to account for the impact of the Spin-off, as described above in —Compensation Discussion and Analysis — Long-Term Incentive Awards — Adjustments to equity awards previously granted. For such awards, the amounts included in the table below reflect the unadjusted, or pre-Spin-off amounts.
Grants of Plan-Based Awards
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All other Stock Awards; Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock & Option Awards ($) | | Name | Grant Date | Board/ Committee Action Date | Threshold ($) | Target ($)(1) | Maximum ($)(1) | Threshold ($) | Target ($) (1) | Maximum ($)(1) | | | | Michael T. Fries | 03/21/2025 | 03/21/2025 | — | 13,000,000 | 13,000,000 | | | | | | | Liberty Global Class A | 03/21/2025 | 03/21/2025 | | | | — | — | 8,043,750 | | | | Liberty Global Class C | 03/21/2025 | 03/21/2025 | | | | — | — | 8,043,750 | | | | N/A | 03/21/2025 | 03/21/2025 | | | | — | 1,600,000 | | | | | Liberty Global Class C | 03/21/2025 | 03/21/2025 | | | | — | 925,772 | 1,851,544 | | | | Liberty Global Class A | 03/21/2025 | 03/21/2025 | | | | | | | 77,159 | 888,100 | | Liberty Global Class C | 03/21/2025 | 03/21/2025 | | | | | | | 77,159 | 928,223 | | Liberty Global Class C | 03/21/2025 | 03/21/2025 | | | | | | | 264,506 | 3,213,748 | | Charles H.R. Bracken | 03/21/2025 | 03/21/2025 | — | 4,000,000 | 4,000,000 | | | | | | | Liberty Global Class A | 03/21/2025 | 03/21/2025 | | | | — | — | 2,475,000 | | | | Liberty Global Class C | 03/21/2025 | 03/21/2025 | | | | — | — | 2,475,000 | | | | N/A | 03/21/2025 | 03/21/2025 | | | | — | 625,000 | | | | | Liberty Global Class A | 03/21/2025 | 03/21/2025 | | | | — | 184,782 | 369,564 | | | | Liberty Global Class C | 03/21/2025 | 03/21/2025 | | | | — | 184,782 | 369,564 | | | | Liberty Global Class A | 03/21/2025 | 03/21/2025 | | | | | | | 22,583 | 259,930 | | Liberty Global Class C | 03/21/2025 | 03/21/2025 | | | | | | | 22,583 | 271,673 | | Liberty Global Class A | 03/21/2025 | 03/21/2025 | | | | | | | 2,445 | 28,509 | | Liberty Global Class C | 03/21/2025 | 03/21/2025 | | | | | | | 2,445 | 29,853 | | Liberty Global Class A | 03/21/2025 | 03/21/2025 | | | | | | | 52,794 | 616,106 | | Liberty Global Class C | 03/21/2025 | 03/21/2025 | | | | | | | 52,794 | 641,447 | | Bryan H. Hall | 03/21/2025 | 03/21/2025 | — | 2,750,000 | 2,750,000 | | | | | | | Liberty Global Class A | 03/21/2025 | 03/21/2025 | | | | — | — | 1,701,563 | | | | Liberty Global Class C | 03/21/2025 | 03/21/2025 | | | | — | — | 1,701,563 | | | | N/A | 03/21/2025 | 03/21/2025 | | | | — | 425,000 | | | | | Liberty Global Class A | 03/21/2025 | 03/21/2025 | | | | | 125,652 | 251,304 | | | | Liberty Global Class C | 03/21/2025 | 03/21/2025 | | | | | 125,652 | 251,304 | | | | Liberty Global Class A | 03/21/2025 | 03/21/2025 | | | | | | | 15,056 | 173,295 | | Liberty Global Class C | 03/21/2025 | 03/21/2025 | | | | | | | 15,056 | 181,124 | | Liberty Global Class A | 03/21/2025 | 03/21/2025 | | | | — | | | 4,225 | 49,264 | | Liberty Global Class C | 03/21/2025 | 03/21/2025 | | | | — | | | 4,225 | 51,587 | | Liberty Global Class A | 03/21/2025 | 03/21/2025 | | | | | | | 35,900 | 418,953 | | Liberty Global Class C | 03/21/2025 | 03/21/2025 | | | | | | | 35,900 | 436,185 |
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) | 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) | | | | Enrique Rodriguez | 03/21/2025 | 03/21/2025 | — | 3,600,000 | 3,600,000 | | | | | | | Liberty Global Class A | 03/21/2025 | 03/21/2025 | | | | — | — | 2,227,500 | | | | Liberty Global Class C | 03/21/2025 | 03/21/2025 | | | | — | — | 2,227,500 | | | | N/A | 03/21/2025 | 03/21/2025 | | | | — | 625,000 | | | | | Liberty Global Class A | 03/21/2025 | 03/21/2025 | | | | — | 184,782 | 369,564 | | | | Liberty Global Class C | 03/21/2025 | 03/21/2025 | | | | — | 184,782 | 369,564 | | | | Liberty Global Class A | 03/21/2025 | 03/21/2025 | | | | | | | 18,820 | 216,618 | | Liberty Global Class C | 03/21/2025 | 03/21/2025 | | | | | | | 18,820 | 226,405 | | Liberty Global Class A | 03/21/2025 | 03/21/2025 | | | | — | | | 21,314 | 248,521 | | Liberty Global Class C | 03/21/2025 | 03/21/2025 | | | | — | | | 21,314 | 260,244 | | Liberty Global Class A | 03/21/2025 | 03/21/2025 | | | | | | | 52,794 | 616,106 | | Liberty Global Class C | 03/21/2025 | 03/21/2025 | | | | | | | 52,794 | 641,447 | | Andrea Salvato | 03/21/2025 | 03/21/2025 | — | 3,500,000 | 3,500,000 | | | | | | | Liberty Global Class A | 03/21/2025 | 03/21/2025 | | | | — | — | 2,165,625 | | | | Liberty Global Class C | 03/21/2025 | 03/21/2025 | | | | — | — | 2,165,625 | | | | N/A | 03/21/2025 | 03/21/2025 | | | | — | 600,000 | | | | | Liberty Global Class A | 03/21/2025 | 03/21/2025 | | | | | 177,391 | 354,782 | | | | Liberty Global Class C | 03/21/2025 | 03/21/2025 | | | | | 177,391 | 354,782 | | | | Liberty Global Class A | 03/21/2025 | 03/21/2025 | | | | | | | 20,701 | 238,269 | | Liberty Global Class C | 03/21/2025 | 03/21/2025 | | | | | | | 20,701 | 249,033 | | Liberty Global Class A | 03/21/2025 | 03/21/2025 | | | | | | | 2,466 | 28,754 | | Liberty Global Class C | 03/21/2025 | 03/21/2025 | | | | | | | 2,466 | 30,110 | | Liberty Global Class A | 03/21/2025 | 03/21/2025 | | | | | | | 50,683 | 591,471 | | Liberty Global Class C | 03/21/2025 | 03/21/2025 | | | | | | | 50,683 | 615,798 |
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 2025 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 of the year following the date of grant, provided the NEO holds all of the shares issued in respect to the applicable Annual Bonus Program through that period. With respect to all NEOs, such amounts consist of awards under the LGIP granted on March 21, 2025, reflecting target values of $1,600,000 for Mr. Fries, $625,000 for Mr. Bracken, $425,000 for Mr. Hall, $625,000 Mr. Rodriguez and $600,000 for Mr. Salvato. The Target value of the PSU awards reported in this column assumes that each participant earns the target PSU award (i.e., 100% of PSU target), and the Maximum value assumes the participant earned the maximum number of shares under the PSU award (i.e., 200% of PSU target). The actual value that the NEO receives will depend on the number of shares earned and the price of our common stock when the shares vest. |
Grants of Plan-Based Awards
| (2) Consists of a grant of (i) premium RSUs on March 11, 2025, pursuant to the SHIP, equal to 12.5% of the gross number of shares earned under the 2024 Annual Bonus Program, (ii) shares issued pursuant to the LGIP, and (iii) a grant of RSUs under the 2025 LTIP. As each NEO held their 2024 Annual Bonus Program shares through their applicable vesting period, the premium RSU awards fully vested on March 1, 2025. |
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 2025 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 2025 total compensation reflected in the Grants of Plan-Based Awards Table above. Additional information with respect to the other components of 2025 NEO compensation is provided in the notes to the Summary Compensation Table above. Also discussed are vesting and forfeiture provisions applicable to the RSU and PSU awards granted in 2025 under the 2025 LTIP. For information on the effect of a termination or change-in-control on these RSU and PSU awards, see —Potential Payments Upon Termination or Change-in-Control below. The maximum achievable amount of the 2025 annual performance bonus awards for each NEO 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, there are no “threshold” or minimum amounts reflected in the Grants of Plan-Based Awards Table. The amount each NEO’s bonus actually earned is reflected in the Summary Compensation Table: (i) under “Stock Awards” column for the portion of such annual performance bonus paid in shares, and (ii) in the “Non-Equity Incentive Plan Compensation” column for the portion paid in cash. Our NEOs could elect all, a portion (in 25% increments) or none of their award be paid in shares under the SHIP, with the remainder, if any, paid in cash. Additionally, the compensation committee approved payment of 2025 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 described in —Compensation Discussion and Analysis above. The number of PSUs that can be earned by our NEOs are included in the Grants of Plan-Based Awards Table under the “Estimated Possible Payouts Under Equity Incentive Plan Awards” column. A payout of 100% of the target number of PSUs is reflected in the “Target” column, and the maximum number of PSUs that can be earned under the applicable PSU award agreements is included in the “Maximum” column. Since the lowest payout possible under the PSU award agreements is 0%, the “Threshold” amount is set at zero. Under the 2025 Annual Bonus Program, our NEOs who received a portion of their 2025 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 2025 Annual Bonus Program. The RSUs will vest on March 1, 2027, provided the NEO holds all of the shares issued in respect of the 2025 Annual Bonus Program through such period. The 2025 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 6, 2026. In 2025, our compensation committee elected to settle the 2022 LGIP awards in shares of the company. Such shares and the values on settlement date are reflected in the “All Other Stock Awards” and “Grant Date Fair Value of Stock & Options Awards” columns, respectively.
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 2025, each as adjusted in connection with the Spin-off to account for the associated decline in value of those awards and to preserve the pre-Spin-off intrinsic value of such awards. For more information, see —Compensation Discussion and Analysis — Long-Term Incentive Awards — Adjustments to equity awards previously granted.
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 ($) | Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Michael T. Fries | | | | | | | | | | Liberty Global Class A | 367,000 | — | 18.95 | 5/1/2026 | | | | | | | 394,627 | — | 20.61 | 5/1/2027 | | | | | | | 509,440 | — | 17.26 | 5/1/2028 | | | | | | | 904,648 | — | 15.00 | 3/7/2029 | | | | | | | 684,406 | — | 14.38 | 4/1/2029 | | | | | | | 896,133 | — | 9.27 | 4/1/2030 | | | | |
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 ($)(1) | | Liberty Global Class B | — | — | — | | | | | | | Liberty Global Class C | 727,094 | — | 18.45 | 5/1/2026 | | | 185,522(2) | 2,048,163 | | | 781,828 | — | 20.29 | 5/1/2027 | | | 248,784(3) | 2,746,575 | | | 1,009,291 | — | 16.87 | 5/1/2028 | | | 264,506(4) | 2,920,146 | | | 1,792,269 | — | 14.70 | 3/7/2029 | | | 1,280,590(5) | 14,137,714(6) | | | 1,355,931 | — | 14.08 | 4/1/2029 | | | 1,851,544(7) | 20,441,046(8) | | | 1,775,400 | — | 8.82 | 4/1/2030 | | | | | | | 9,227,934 | — | 14.97 | 4/13/2031 | | | | | | | 1,720,686 | 860,343(2) | 11.30 | 3/24/2033 | | | | | | | 761,039 | 1,522,079(3) | 10.20 | 3/25/2034 | | | | | | Charles H.R. Bracken | | | | | | | | | | Liberty Global Class A | 104,854 | — | 18.95 | 5/1/2026 | | | 17,808(2) | 198,381 | | | 288,682 | — | 21.63 | 2/21/2027 | | | 36,090(3) | 402,043 | | | 98,656 | — | 20.61 | 5/1/2027 | | | 52,794(4) | 588,125 | | | 135,850 | — | 17.26 | 5/1/2028 | 2,445(9) | 27,237 | | | | | 241,238 | — | 15.00 | 3/7/2029 | | | 187,530(5) | 2,089,084(6) | | | 164,256 | — | 14.38 | 4/1/2029 | | | 369,564(7) | 4,116,943(8) | | | 204,831 | — | 9.27 | 4/1/2030 | | | | | | | 664,366 | — | 14.89 | 4/13/2031 | | | | | | | 166,482 | 83,243(2) | 10.70 | 3/24/2033 | | | | | | | 110,916 | 221,837(3) | 9.66 | 3/25/2034 | | | | | | Liberty Global Class C | 207,735 | — | 18.45 | 5/1/2026 | | | 35,614(2) | 393,179 | | | 571,934 | — | 21.17 | 2/21/2027 | | | 36,090(3) | 398,433.6 | | | 195,457 | — | 20.29 | 5/1/2027 | | | 52,794(4) | 582,845.76 | | | 269,143 | — | 16.87 | 5/1/2028 | 2,445(9) | 26,993 | | | | | 477,936 | — | 14.70 | 3/7/2029 | | | 185,766(5) | 2,050,857(6) | | | 325,422 | — | 14.08 | 4/1/2029 | | | 369,564(7) | 4,079,987(8) | | | 1,316,227 | — | 14.97 | 4/13/2031 | | | | | | | 329,830 | 164,920(2) | 11.30 | 3/24/2033 | | | | | | | 109,872 | 219,750(3) | 10.20 | 3/25/2034 | | | | | | Bryan H. Hall | | | | | | | | | | Liberty Global Class A | 83,885 | — | 18.95 | 5/1/2026 | | | 12,110(2) | 134,905 | | | 78,924 | — | 20.61 | 5/1/2027 | | | 24,541(3) | 273,387 | | | 90,566 | — | 17.26 | 5/1/2028 | | | 35,900(4) | 399,926 | | | 160,825 | — | 15.00 | 3/7/2029 | 4,225(9) | 47,067 | | (6) | | | 109,505 | — | 14.38 | 4/1/2029 | | | 127,520(5) | 1,420,573 | | | 204,829 | — | 9.27 | 4/1/2030 | | | 251304(7) | 2,799,527(8) | | | 442,910 | — | 14.89 | 4/13/2031 | | | | | | | 113,206 | 56,607(2) | 10.70 | 3/24/2033 | | | | | | | 75,424 | 150,848(3) | 9.66 | 3/25/2034 | | | | | | Liberty Global Class C | 166,192 | — | 18.45 | 5/1/2026 | | | 24,218(2) | 267,367 | | | 156,364 | — | 20.29 | 5/1/2027 | | | 24,541(3) | 270,933 | | | 179,428 | — | 16.87 | 5/1/2028 | | | 35,900(4) | 396,336 | | | 318,624 | — | 14.70 | 3/7/2029 | 4,225(9) | 46,644 | | | | | 216,949 | — | 14.08 | 4/1/2029 | | | 126,320(5) | 1,394,573(6) | | | 345,803 | — | 8.82 | 4/1/2030 | | | 251,304(7) | 2,774,396(8) | | | 877,484 | — | 14.97 | 4/13/2031 | | | | | | | 224,284 | 112,146(2) | 11.30 | 3/24/2033 | | | | | | | 74,714 | 149,429(3) | 10.20 | 3/25/2034 | | | | | | Enrique Rodriguez | | | | | | | | | | Liberty Global Class A | 124,324 | — | 16.73 | 8/1/2028 | | | 15,100(2) | 168,214 | | | 201,032 | — | 15.00 | 3/7/2029 | | | 36,090(3) | 402,043 | | | 136,880 | — | 14.38 | 4/1/2029 | | | 52,794(4) | 588,125 | | | 256,037 | — | 9.27 | 4/1/2030 | 21,314(9) | 237,438 | | | | | 553,638 | — | 14.89 | 4/13/2031 | | | 187,530(5) | 2,089,084(6) | | | 141,176 | 70,590(2) | 10.70 | 3/24/2033 | | | 369,564(7) | 4,116,943(8) | | | 110,916 | 221,837(3) | 9.66 | 3/25/2034 | | | | |
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 ($) | Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Liberty Global Class C | 246,309 | — | 16.21 | 8/1/2028 | | | 30,200(2) | 333,408 | | | 398,281 | — | 14.70 | 3/7/2029 | | | 36,090(3) | 398,434 | | | 271,185 | — | 14.08 | 4/1/2029 | | | 52,794(4) | 582,846 | | | 507,255 | — | 8.82 | 4/1/2030 | 21,314(9) | 235,307 | | | | | 1,096,856 | — | 14.97 | 4/13/2031 | | | 185,766(5) | 2,050,857(6) | | | 279,694 | 139,853(2) | 11.30 | 3/24/2033 | | | 369,564(7) | 4,079,987(8) | | | 109,872 | 219,750(3) | 10.20 | 3/25/2034 | | | | | | Andrea Salvato | | | | | | | | | | Liberty Global Class A | 52,434 | — | 18.95 | 5/1/2026 | | | 17,095(2) | 190,438 | | | 49,330 | — | 20.61 | 5/1/2027 | | | 34,646(3) | 385,956 | | | 90,566 | — | 17.26 | 5/1/2028 | | | 50,683(4) | 564,609 | | | 160,825 | — | 15.00 | 3/7/2029 | 2,466(9) | 27,471 | | | | | 109,505 | — | 14.38 | 4/1/2029 | | | 180,030(5) | 2,005,534(6) | | | 100,000 | — | 9.27 | 4/1/2030 | | | 354,782(7) | 3,952,271(8) | | | 553,638 | — | 14.89 | 4/13/2031 | | | | | | | 14,005 | — | 14.99 | 4/1/2032 | | | | | | | 159,824 | 79,912(2) | 10.70 | 3/24/2033 | | | | | | | 106,480 | 212,964(3) | 9.66 | 3/25/2034 | | | | | | Liberty Global Class C | 103,881 | — | 18.45 | 5/1/2026 | | | 34,190(2) | 377,458 | | | 97,731 | — | 20.29 | 5/1/2027 | | | 34,646(3) | 382,492 | | | 179,428 | — | 16.87 | 5/1/2028 | | | 50,683(4) | 559,540 | | | 318,624 | — | 14.70 | 3/7/2029 | 2,466(9) | 27,225 | | | | | 216,949 | — | 14.08 | 4/1/2029 | | | 178,336(5) | 1,968,829(6) | | | 100,000 | — | 8.82 | 4/1/2030 | | | 354,782(7) | 3,916,793(8) | | | 1,096,856 | — | 14.97 | 4/13/2031 | | | | | | | 27,747 | — | 15.39 | 4/1/2032 | | | | | | | 316,640 | 158,320(2) | 11.30 | 3/24/2033 | | | | | | | 105,478 | 210,960(3) | 10.20 | 3/25/2034 | | | | |
Outstanding Equity Awards at Fiscal Year-End
| (1) Represents the value of shares that will or could be earned, multiplied by the closing price of the applicable class of Liberty Global shares on December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Vests in full on May 1, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Vests in 2 equal remaining annual installments on May 1, 2026 and May 1, 2027. |
Outstanding Equity Awards at Fiscal Year-End
| (4) Vests in 3 equal remaining annual installments on each of May 1, 2026, May 1, 2027 and May 1, 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (5) Represents the “maximum” number of shares that could be earned under outstanding PSU awards granted in 2024 as of December 31, 2025, multiplied by the closing price of our common stock on December 31, 2025. The ultimate value of the PSU awards will depend on the number of shares earned and the price of our shares on the actual vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (6) Represents the “maximum” value of shares that could be earned under outstanding PSU awards granted in 2024 as of December 31, 2025. The ultimate number of shares issued under the PSU awards will depend on the number of shares earned and the price of our shares on the actual vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (7) Represents the “maximum” number of shares that could be earned under outstanding PSU awards granted in 2025 as of December 31, 2025, multiplied by the closing price of our common stock on December 31, 2025. The ultimate value of the PSU awards will depend on the number of shares earned and the price of our shares on the actual vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (8) Represents the “maximum” value of shares that could be earned under outstanding PSU awards granted in 2025 as of December 31, 2025. The ultimate number of shares issued under the PSU awards will depend on the number of shares earned and the price of our shares on the actual vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (9) Represents premium RSUs granted to the applicable officer as part of the 2025 Annual Bonus Program, which premium RSUs vested on March 1, 2026. |
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, 2025. 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, 2025. As of that date, certain of our plans and agreements provided benefits in the event of a change-in-control without regard to whether employment is terminated, whereas others included 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.
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 31, 2025 (the last trading day of 2025). Restricted shares or RSUs and PSUs that would vest on an accelerated basis or continue to vest are valued using the applicable closing market price on December 31, 2025. On December 31, 2025, the closing market price for each class of our common shares was as follows: |
Potential Payments upon Termination or Change-in-Control
| ◾ | Liberty Global Class A $11.14 |
Potential Payments upon Termination or Change-in-Control
| ◾ | Liberty Global Class B $11.82 |
Potential Payments upon Termination or Change-in-Control
| ◾ | Liberty Global Class C $11.04 |
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. |
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 2025. |
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. At Mr. Fries’ request, in 2025, his target annual grant value was reduced to $16.0 million. |
Potential Payments upon Termination or Change-in-Control
As of December 31, 2025, each of our NEOs had, under the 2014 Plan and 2023 Plan, unvested SARs and unvested RSU and PSU awards. The termination provisions of our NEOs’ employment agreements are described under —Employment and Other Agreements above. The 2014 Plan and 2023 Plan are each 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.
CEO Pay Ratio
CEO Pay Ratio We are an international company whose consolidated entities employed, on a full-time basis, approximately 6,636 people as of December 31, 2025, in six 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 2025, we used the same median employee that we identified in 2024 (as described below) in accordance with applicable rules from the SEC, as there were no changes in our employee population that we believe would significantly impact the pay ratio disclosure. For the year ended December 31, 2025, and in each case including the value of employer-provided non-discriminatory health benefits, (1) the CEO’s total annual compensation was $37,758,600 and (2) our median employee’s total annual compensation was $98,575 which resulted in a ratio of 383:1 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 2024, which consisted of salary and wages (including overtime) and annual bonus amounts. At that time, our employee population consisted of approximately 6,820 individuals, including temporary and part-time employees, consisting of approximately 100 U.S. employees and 6,720 non-U.S. employees. At year-end 2025, we employed personnel in six countries, including the U.S., the U.K., the Republic of Ireland, the Netherlands, Belgium 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.
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 (
Tabular Disclosure of Pay Versus Performance
Tabular Disclosure of Pay Versus Performance
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 (3) | | Peer Group Total Shareholder Return (3) | Net Income (Loss) (M) | Adjusted EBITDA less Property and Equipment Additions for Compensation Purposes (M) (4) | | 2025 | $37,717,946 | $22,559,443 | $11,673,395 | $7,720,762 | Class A: $ Class B: $ Class C: $ | 86.83 84.21 87.55 | $130.51 | $(7,097) | $1,787 | | 2024 | $45,693,754 | $48,598,315 | $12,109,216 | $13,277,344 | Class A: $ Class B: $ Class C: $ | 105.89 107.47 109.05 | $122.59 | $1,646 | $2,342 | | 2023 | $44,748,400 | $35,224,957 | $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 |
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. |
Tabular Disclosure of Pay Versus Performance
| | Chief Executive Officer | | | | | Average of Other NEOs | | | | | | | 2021 | 2022 | 2023 | 2024 | 2025 | 2021 | 2022 | 2023 | 2024 | 2025 | | Summary Compensation Table Total | $61,986,909 | $19,002,343 | $44,748,400 | $45,693,754 | $37,717,946 | $14,634,664 | $4,640,491 | $10,845,183 | $12,109,216 | $11,673,395 | | Less grant value of stock and option awards made during the year, as reported in the Summary Compensation Table | (43,195,394) | (199,144) | (24,309,214) | (25,265,183) | (18,042,057) | (11,187,228) | (489,628) | (7,391,654) | (8,179,437) | (7,641,652) | | Plus adjustments to equity awards (a) | 51,542,378 | (41,545,594) | 14,785,771 | 28,169,744 | 2,883,554 | 13,367,122 | (8,176,854) | 4,266,006 | 9,347,565 | 3,689,019 | | Compensation Actually Paid | $70,333,893 | $(22,742,395) | $35,224,957 | $48,598,315 | $22,559,443 | $16,814,558 | $(4,025,991) | $7,719,535 | $13,277,344 | $7,720,762 |
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 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 vested 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. Time-vested PSUs are valued at the closing prices of the applicable class of the company’s common shares on each applicable valuation date and adjusted to reflect the performance factor as calculated at the applicable valuation date. |
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. |
Tabular Disclosure of Pay Versus Performance
| (3) TSR is cumulative for the measurement periods beginning on December 31, 2020 and ending on the last day of each of fiscal year 2025, 2024, 2023, 2022 and 2021. The company’s share prices prior to November 13, 2024 have been adjusted to give effect to the Spin-off. |
Tabular Disclosure of Pay Versus Performance
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, 2025 to prepare our stock performance graph in such Annual Report.
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 2025. 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. |
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 2025, each non-employee director (other than Mr. Malone and Mr. Fries) received 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 $55,000, $30,000, $15,000 and $15,000, respectively, for each full year of service in such position. 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 no 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 the 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. In 2025, we did not pay any cash compensation to our former Chairman, Mr. Malone, except that our independent directors 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 (the Malone Reimbursement). Such 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). In 2025, each non-executive director received equity grants with a combined grant date fair value of $230,000 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. 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. Each of our non-executive directors 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 $230,000 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. Mr. Malone retired at the end of 2025 after having served as our long-time chairman (the Malone Retirement). During 2025, our independent directors authorized annual awards of options to Mr. Malone with a combined grant date fair value equivalent to $2.3 million. Effective as of the Malone Retirement, our board authorized an acceleration in vesting of all of Mr. Malone’s outstanding equity awards. Our board also approved an extension of the period in which Mr. Malone’s options may be exercised to each option’s scheduled expiration date. Finally, in connection with the Malone Retirement, our board authorized a continuation of the Malone Reimbursement for 2026. Deferred Compensation Plan
Director Compensation
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 2025 will be credited with interest at the rate of 9.5% 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.
2025 Compensation of Directors
2025 Compensation of Directors The following table sets forth information concerning the compensation of our non-employee directors for fiscal year 2025.
2025 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) | (5) | | — | 750,599(6) | 3,050,296 | | Liberty Global Class A | — | — | — | | | | | Liberty Global Class C | — | 2,299,697 | — | | | | | Andrew J. Cole | 150,000 | | | 15 | 599(7) | 380,617 | | Liberty Global Class A | — | 56,892 | 56,812 | | | | | Liberty Global Class C | — | 58,093 | 58,206 | | | | | Miranda Curtis CMG | 165,000 | | | — | 597(7) | 395,569 | | Liberty Global Class A | — | 113,785 | — | | | | | Liberty Global Class C | — | 116,187 | — | | | | | Marisa D. Drew | 150,000(9) | | | 9,311 | 623(7) | 389,937 | | Liberty Global Class A | — | 56,892 | 56,812 | | | | | Liberty Global Class C | — | 58,093 | 58,206 | | | | | Paul A. Gould | 205,000(9) | | | 34,030 | 624(7) | 469,657 | | Liberty Global Class A | — | 56,892 | 56,812 | | | | | Liberty Global Class C | — | 58,093 | 58,206 | | | | | Richard R. Green | 41,340 | | | 5,161 | 594(7) | 400,758 | | Liberty Global Class A | 61,361(8) | 56,892 | 56,812 | | | | | Liberty Global Class C | 62,299(8) | 58,093 | 58,206 | | | | | Larry E. Romrell | 180,000 | | | — | 3,970(7) | 413,942 | | Liberty Global Class A | — | 113,785 | — | | | | | Liberty Global Class C | — | 116,187 | — | | | | | Daniel E. Sanchez | 150,000 | | | — | 574(7) | 380,577 | | Liberty Global Class A | — | 56,892 | 56,812 | | | | | Liberty Global Class C | — | 58,093 | 58,206 | | | | | J David Wargo | 150,000 | | | 14,472 | 624(7) | 395,099 | | Liberty Global Class A | — | 56,892 | 56,812 | | | | | Liberty Global Class C | — | 58,093 | 58,206 | | | | | Anthony Werner | 75,012 | | | — | 975(7) | 380,978 | | Liberty Global Class A | 36,850(8) | 56,892 | 56,812 | | | | | Liberty Global Class C | 38,138(8) | 58,093 | 58,206 | | | |
2025 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. |
2025 Compensation of Directors
| (2) The dollar amounts in the table reflect the grant date fair value of the option or RSU awards (as applicable) related to Liberty Global Class A shares and Liberty Global Class C shares at the time of grant on March 21, 2025 (in the case of Mr. Malone) and May 27, 2025 (in the case of the other non-employee directors). The May 27, 2025 options are subject to annual time vesting over a three-year service period, with vesting commencing on the date of the company’s 2026 annual general meeting of shareholders and on the date of each annual general meeting of shareholders thereafter. As previously noted, all of Mr. Malone’s outstanding options vested upon the Malone Retirement and remain exercisable until their scheduled expiration date. |
2025 Compensation of Directors
| (3) As of December 31, 2025, our directors had the following awards outstanding: |
2025 Compensation of Directors
| Name | Class | Options (#) | RSUs (#) | | John C. Malone | Liberty Global Class A | 108,657 | — | | | Liberty Global Class C | 3,816,718 | — | | Andrew J. Cole | Liberty Global Class A | 93,211 | 5,809 | | | Liberty Global Class C | 154,697 | 5,809 | | Miranda Curtis CMG | Liberty Global Class A | 165,199 | — | | | Liberty Global Class C | 267,361 | — | | Marisa D. Drew | Liberty Global Class A | 46,393 | 5,809 | | | Liberty Global Class C | 61,949 | 5,809 | | Paul A. Gould | Liberty Global Class A | 114,223 | 5,809 | | | Liberty Global Class C | 196,331 | 5,809 | | Richard R. Green | Liberty Global Class A | 144,103 | 5,809 | | | Liberty Global Class C | 240,377 | 5,809 | | Larry E. Romrell | Liberty Global Class A | 165,199 | — | | | Liberty Global Class C | 267,361 | — | | Daniel E. Sanchez | Liberty Global Class A | 46,393 | 5,809 | | | Liberty Global Class C | 61,949 | 5,809 | | J David Wargo | Liberty Global Class A | 150,105 | 5,809 | | | Liberty Global Class C | 252,267 | 5,809 | | Anthony Werner | Liberty Global Class A | 30,390 | 5,809 | | | Liberty Global Class C | 30,246 | 5,809 |
2025 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 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. |
2025 Compensation of Directors
| (5) Mr. Malone served without cash compensation. On March 21, 2025, our compensation committee granted Mr. Malone option awards for his services as chairman of our board of directors. As of January 1, 2026, Mr. Malone retired from our board of directors, and in connection with the Malone Retirement, our board accelerated of all of Mr. Malone’s unvested equity awards and also authorized the continued exercisability of each option until such option’s scheduled expiration date. Because this vesting acceleration did not occur until January 1, 2026, the attendant additional value conferred on Mr. Malone is not reflected in this table, which only reflects compensation earned or paid during fiscal year 2025. |
2025 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 and associated gross-up made by the company in the name of Mr. Malone. |
2025 Compensation of Directors
| (7) Includes a charitable donation and associated gross-up made by the company in the name of the director and, for each of Messrs. Romrell and Werner, the taxable compensation realized by the director for use of the company’s aircraft, in the amount of $3,376 for Mr. Romrell and $355 for Mr. Werner. The taxable realized compensation for use of the company aircraft was $235,966 for Mr. Fries, but such amount is not included in the Summary Compensation Table above. |
2025 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. |
2025 Compensation of Directors
| (9) Amount includes $127,500 of Ms. Drew’s fees, $174,250 of Mr. Gould’s fees and $51,563 of Mr. Green’s fees, respectively, the payment of which each such director elected to defer pursuant to the Director Deferred Compensation Plan. Such cash deferred amounts accrue interest at the rate of 9.5% per annum, compounded daily until paid in full. Amounts deferred in shares do not accrue interest. |
Nominees for Election of Directors
Nominees for Election of Directors
Nominees for Election of Directors
| Name & Positions | Experience | | Miranda Curtis CMG Age: 70 Director since: June 2010 Public Company Directorships: Liberty Latin America Ltd. (since December 2017) Other Positions: Institute for Government U.K. (deputy chair) Garsington Opera (chair) | Ms. Curtis CMG 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 CMG retired from her officer positions with our company following the sale of substantially all of our investments in Japan. Throughout her career, Ms. Curtis CMG 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 CMG’s 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: 72 Director since: June 2005 Public Company Directorships: Discovery, Inc. (from September 2008 to April 2022) Charter Communications (since April 2025) | 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. | | Anthony G. Werner Age: 69 Director since: June 2023 Other Positions: Plume Design, Inc. (director) Technetix (non-executive 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. |
Nominees for Election of Directors
| Name & Positions | Experience | | | 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. |
Nominees for Election of Directors
| Name & Positions | Experience | | Michael T. Fries Chairman Age: 63 Director since: June 2005 (Chairman since 2026) Public Company Directorships: Lionsgate Studios Corp. & predecessor (since November 2015) Grupo Televisa S.A.B. (since April 2015) Liberty Latin America Ltd. (Chairman since December 2017) Sunrise Communications AG (Chairman since November 2024) Other Positions: GSMA (Board Member) Cablelabs®—ICT Governor World Economic Forum—Communications and Technology Governor The Paley Center for Media—Trustee & Finance Committee member | Mr. Fries has nearly 40 years of experience in the telecom and media industry. He has served as the Chief Executive Officer of Liberty Global, since 2005, its Chairman of the Board of Directors and was a co-founder of its predecessor over three decades ago. Mr. Fries has overseen the company’s growth into a world leader in converged broadband, mobile and video communications with operations established in 50 countries around the world during that time frame, including 20 in Europe, and over $200 billion in historical transactions. Today, Liberty Global delivers next-generation products through advanced fiber and 5G networks in four core European markets, providing approximately 80 million fixed and mobile connections and operating under some of the best-known consumer brands, including Virgin Media-O2 in the UK, VodafoneZiggo in The Netherlands, Telenet in Belgium and Virgin Media in Ireland. The joint ventures in the UK and the Netherlands generate combined annual revenue of over $18 billion, while remaining operations generate consolidated revenue of more than $3.7 billion. Liberty Global is also an active investor in cutting-edge infrastructure, media and technology businesses. Throughout his career, Mr. Fries has received numerous recognitions, including EY Entrepreneur of the Year in Media, Entertainment and Telecommunications and inductions into the Cable Hall of Fame and the Cable Hall of Fame, which recognize pioneers and leaders in the media, communications and cable industries. Mr. Fries’ significant executive and leadership experience in building and managing converged broadband, mobile and video communications businesses, in-depth knowledge of all aspects of our current global business, and responsibility for setting the strategic, financial and operational direction of our company, contribute to our board’s consideration of the challenges and opportunities facing us and strengthen the board’s collective qualifications, skills and attributes. | | Paul A. Gould Age: 80 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) Other Positions: International Monetary Fund (Advisory Committee) Radius Global Infrastructure (since February 2020) | 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 |
Nominees for Election of Directors
| Name & Positions | Experience | | | company board practices and strengthen our board’s collective qualifications, skills and attributes. | | Larry E. Romrell Age: 86 Director since: June 2005 Public Company Directorships: Liberty Media Corporation (since September 2011) GCI Liberty, Inc. (since July 2025) 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. |
Nominees for Election of Directors
| Name & Positions | Experience | | Andrew J. Cole Age: 59 Director since: June 2013 Other Positions: Glow Financial Services (executive chairman) My Views Media Inc (director) Digital Audience Data Ltd (executive 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, InsurTech 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 61 Director since: March 2022 Public Company Directorships: Agronomics Limited (since March 2023) Other Positions: City of London Corporation (non-executive director) 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, |
Nominees for Election of Directors
| Name & Positions | Experience | | | divestitures and mergers, as well as the social and environmental considerations of the company’s actions and transactions. | | Richard R. Green Age: 88 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. (since July 2025) 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: 63 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) Warner Bros. Discovery, Inc. (since October 2024) Other Positions: Rocketship Public Schools (director) Ensemble Learning (director) Friends of the Museum of American Latino (director) Malone Family Land Preservation Foundation (director) Friends of the Museum of the American Latino (director) | Mr. Sanchez was 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. |