DEF 14A of Liberty Latin America Ltd., Apr 4, 2024

DEF 14A of Liberty Latin America Ltd.

Filed Apr 4, 2024 · FY20230001712184-24-000145

Open on EDGAR

  1. to be Held on May 21, 2024

    | TABLE OF CONTENTS | | | | | | Page | | | Summary Compensation | 47 | | | Grants of Plan-Based Awards | 50 | | | Outstanding Equity Awards at Fiscal Year-End | 52 | | | Option Exercises and Stock Vested | 56 | | | Employment and Other Agreements | 57 | | | Aircraft Policy | 60 | | | Incentive Plans | 60 | | | Nonqualified Deferred Compensation | 61 | | | Potential Payments upon Termination or Change in Control | 62 | | | Change in Control | 67 | | | CEO Pay Ratio | 69 | | | Pay versus Performance | 71 | | | Director Compensation | 75 | | | 2023 Compensation of Directors | 76 | | EQUITY COMPENSATION PLAN INFORMATION | | 78 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | | 80 | | SHAREHOLDER PROPOSALS | | 80 | | ADDITIONAL INFORMATION | | 80 |

  2. The Board

    The Board The Board currently consists of ten directors, divided among three classes. Our Class I directors, whose terms will expire at the AGM, are Charles H.R. Bracken, Balan Nair and Eric L. Zinterhofer. These directors are nominated for election to the Board to continue to serve as Class I directors, and we have been informed that each of them is willing to serve as a director of our company. The term of the Class I directors who are elected at the AGM will expire at the 2027 Annual General Meeting of our shareholders. Our Class II directors, whose term will expire at the 2025 Annual General Meeting of our shareholders, are Miranda Curtis, Brendan Paddick and Daniel E. Sanchez. Our Class III directors, whose terms will expire at the 2026 Annual General Meeting of our shareholders, are Michael T. Fries, Alfonso de Angoitia Noriega, Paul A. Gould and Roberta S. Jacobson. If any nominee should decline election or should become unable to serve as a director of our company for any reason before election at the AGM, votes will be cast by the persons appointed as proxies for a substitute nominee, if any, designated by the Board. The following lists the three nominees for election as a director at the AGM and the seven directors of our company whose term of office will continue after the AGM, and includes, as to each person, how long such person has been a director of our company, such person’s professional background, other public company directorships, other positions and other factors considered in the determination that such person possesses the requisite qualifications and skills to serve as a member of the Board. The number of our common shares beneficially owned by each director is set forth in this proxy statement under the caption Security Ownership of Certain Beneficial Owners and Management.

  3. Vote and Recommendation

    Vote and Recommendation A plurality of the combined voting power of the voting shares present in person or represented by proxy at the AGM and entitled to vote on the election of directors at the AGM, voting together as a single class, is required to elect Messrs. Bracken, Nair and Zinterhofer as Class I members of the Board. The Board unanimously recommends a vote “FOR” the election of each nominee to the Board.

  4. Vote and Recommendation

    | Nominees for Election of Directors | | | Directors Whose Term Expires in 2024 | | | Charles H.R. Bracken Age: 57 | A director of our company. Professional Background: Mr. Bracken has served as a director of our company since December 2017. He has approximately 25 years of experience in financial management. He has been Executive Vice President of Liberty Global since January 2012 and its Chief Financial Officer since January 2017 where he is responsible for Liberty Global’s group finance and treasury operations, as well as capital allocation and finance operations for Liberty Global’s various operations and oversees Liberty Global’s business plan. Mr. Bracken joined Liberty Global in March 1999 and became the Chief Financial Officer for its Europe operations in November 1999 where he served until his appointment as Co-Chief Financial Officer of Liberty Global and its predecessor in February 2004. Prior to joining Liberty Global, Mr. Bracken worked for Goldman Sachs, JP Morgan and the European Bank for Reconstruction and Development. Other Position: Telenet Group Holding NV (Director since July 2005). Board Membership Qualifications: Mr. Bracken’s significant executive experience in finance and treasury operations, capital strategies and complex business plans for a global company contributes to the Board’s consideration of the strategic, operational and financial challenges and opportunities of our business, and strengthens the Board’s collective qualifications, skills and attributes. |

  5. Vote and Recommendation

    | Nominees for Election of Directors | | | Directors Whose Term Expires in 2024 | | | Balan Nair Age: 57 | President, Chief Executive Officer and a director of our company. Professional Background: Mr. Nair has served as our President and Chief Executive Officer and a director of our company since December 2017. He is an experienced business executive with over 20 years in the telecommunications industry. Mr. Nair joined Liberty Global in 2007 as its Senior Vice President and Chief Technology Officer and served as its Executive Vice President and Chief Technology and Innovation Officer, positions he held from January 2012 and April 2016, respectively, until December 2017. During his tenure with Liberty Global, Mr. Nair was instrumental in developing Liberty Global’s state-of the-art networks and delivering successful technology integrations for Liberty Global’s multiple acquisitions. In December 2017, Mr. Nair became Liberty Latin America’s President and Chief Executive Officer, resigning his positions with Liberty Global. Prior to joining Liberty Global, Mr. Nair served as Chief Technology Officer and Executive Vice President for AOL LLC, a global web services company, from 2006. Prior to his role at AOL LLC, Mr. Nair spent more than five years at Qwest Communications International Inc., most recently as Chief Information Officer and Chief Technology Officer. He holds a patent in systems development. Other Public Company Directorships: Charter Communications Inc. (since May 2013); Adtran, Inc. (since May 2007); and Telenet Group Holding NV (April 2011 to February 2016). Other Position: Society of Cable Telecommunications Engineers Energy 2020 (Co-Chair). Board Membership Qualifications: Mr. Nair’s significant executive experience in building, integrating and managing operational and technology systems businesses and his in-depth knowledge of all aspects of technology for delivering telecommunications systems, as well as his position with Liberty Latin America provides an insider’s perspective to the Board’s consideration of technological developments, opportunities and strategies of our company and strengthens the Board’s collective qualifications, skills and attributes. | | Eric L. Zinterhofer Age: 52 | A director of our company. Professional Background: Mr. Zinterhofer has served as a director of our company since December 2017. He has been an active cable investor over the last 15 years and is also an active investor in the fiber, wireless and satellite sectors. Mr. Zinterhofer is a founding partner of Searchlight Capital Partners, L.P. (Searchlight), a private equity firm, and is jointly responsible for overseeing its activities with the two other founding partners. In his capacity at Searchlight, he advises on a wide range of transactions, including leveraged buyouts, growth equity, recapitalizations and investments for companies. Prior to co-founding Searchlight, he served in various management positions, including most recently as a senior partner, at Apollo Management, L.P from 1998 until May 2010. He was also co-head of the media and telecommunications investment platform at Apollo Management, L.P. Other Public Company Directorships: Charter Communications, Inc. (Director since November 2009, Non-Executive Chairman since December 2023 and from December 2009 to May 2016, and Lead Independent Director from May 2016 to November 2023); GCI Liberty, Inc. (formerly General Communication, Inc.) (Director from March 2015 to March 2018); Global Eagle Entertainment, Inc. (Director from March 2018 to August 2020); and Hemisphere Media Group, Inc. (Director from October 2016 to September 2022). Other Positions: Televisa-Univision Holdings Inc. (director since December 2020). Board Membership Qualifications: Mr. Zinterhofer’s extensive background in banking and investment industries and his particular knowledge and experience as a financial advisor and investor in the telecommunications industries contributes to the Board’s evaluation of financing opportunities and strategies and consideration of our capital structure, budgets and business plans, provide insight into other company board practices and strengthens the Board’s collective qualifications, skills and attributes. |

  6. Vote and Recommendation

    | Directors Whose Term Expires in 2025 | | | Miranda Curtis Age: 68 | A director of our company. Professional Background: Ms. Curtis has served as a director of our company since December 2017. She 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 Liberty Global’s predecessor, Liberty Global Inc., and its predecessor where 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 Jupiter Telecommunications Co. Ltd (J:COM), the largest multiple cable system operator in Japan, and Jupiter TV Co., Ltd., a leading provider of content services to the Japanese cable and satellite industries, as well as other content ventures in Europe and Asia. In early 2010, Ms. Curtis retired from her officer position with Liberty Global following Liberty Global’s sale of substantially all of its Japanese interests. Other Public Company Directorships: Liberty Global & predecessors (since June 2010); Marks & Spencer plc (February 2012 to January 2018); and Sunrise Communications Group AG (since November 2020), a subsidiary of Liberty Global. Other Positions: Foreign and Commonwealth Office (U.K.) (Lead Independent Director 2017 to July 2020). In October 2020, appointed as a Companion of the Most Distinguished Order of Saint Michael and Saint George for services to gender equality globally. Board Membership Qualifications: Ms. Curtis’ significant business and executive background in the media and telecommunication industries and her particular knowledge of, and experience with all aspects of international cable television operations and content distribution contributes to the Board’s consideration of operational developments and strategies and strengthens the Board’s collective qualifications, skills and attributes. | | Brendan Paddick Age: 60 | A director of our company. Professional Background: Mr. Paddick has served as a director of our company since December 2017. He is the founder of Columbus International Inc. (Columbus) and served as its Chief Executive Officer from 2004 until its merger with Cable & Wireless Communications plc in March 2015. The combined company was later sold to Liberty Global in May 2016. At the time, Columbus provided digital video, broadband internet, IP voice, wholesale capacity and IP services, as well as cloud-based corporate data solutions and data center hosting throughout 42 countries in the greater Caribbean, Central American and Andean region. Prior to Columbus, Mr. Paddick served from April 1992 to August 2004 as President and Chief Executive officer of Persona Communications Inc., which provided video, internet, data and telephony services to residential and commercial customers across Canada and The Bahamas. Other Public Company Directorships: MDA Space Inc. (since April 2020); Clearwater Seafoods Incorporated (from 2006 to January 2021); Cable & Wireless Communications Plc (March 2015 to May 2016); Persona Communications (1998-2004); and Fishery Products International (2001 to 2004). Other Positions: Bahamas Telecommunications Company; Nalcor Energy (Chair from 2016 to 2022); NL Hydro (director from 2016 to 2022); Churchill Falls (Labrador) Corporation (Chair from 2016 to 2022); President & Director of World Energy GH2 Inc. (since 2022) and Honorary Consul for Canada to The Bahamas (from 2006 to 2018). Board Membership Qualifications: Mr. Paddick has extensive experience in the cable telecommunications industry and his capital market experience contributes to the Board’s evaluation of financing opportunities and strategies and consideration of our capital structure, budgets and business plans, and strengthens the Board’s collective qualifications, skills and attributes. Mr. Paddick also brings to the Board his knowledge of issues involving Latin America and the Caribbean where most of our operations are located. |

  7. Vote and Recommendation

    | Daniel E. Sanchez Age: 61 | A director of our company. Professional Background: Mr. Sanchez has served as a director of our company since December 2019. Mr. Sanchez was engaged in the private practice of law for approximately three decades, representing individual and business clients in a variety of non-litigation areas. Mr. Sanchez retired from the practice of law in 2020. Other Public Company Directorships: Liberty Global & predecessor (since March 2022); Discovery, Inc. (from May 2017 to April 2022); Lions Gate Entertainment Corp. (from September 2018 to May 2021); and Starz (from January 2013 until December 2016). Other Positions: Rocketship Public Schools (Director).. Board Membership Qualifications: Mr. Sanchez brings a unique legal perspective to our Board stemming from his participation on other boards of directors. Mr. Sanchez’s perspective and expertise assists the Board in developing strategies that take into consideration a wide range of industrial issues. |

  8. Vote and Recommendation

    | Directors Whose Term Expires in 2026 | | | Michael T. Fries Age: 61 | Executive Chairman of our company. Professional Background: Mr. Fries has served as Executive Chairman of our company since December 2017. He has over 30 years of experience in the cable and media industry. He is the Chief Executive Officer and President of Liberty Global, a position he has held since 2005, and is the Vice Chairman of the Liberty Global board. As an executive officer of Liberty Global and co-founder of its predecessor, Mr. Fries has overseen its growth into a world leader in converged broadband, video and mobile communications. With approximately 31,000 employees, over 85 million broadband, video and mobile connections, more than $7 billion in consolidated revenue and more than $18 billion of revenue generated by its Virgin Media-O2 and VodafoneZiggo joint ventures, Liberty Global is dedicated to building Tomorrow’s Connections Today by investing in the infrastructure and platforms that empower customers and deploying the advanced technologies that nations and economies need to thrive. Additionally, Liberty Global's investment arm includes a portfolio of more than 75 companies and funds across content, technology and infrastructure, including strategic stakes in companies like ITV, Televisa Univision, Plume, AtlasEdge and the Formula E racing series. Throughout his career, Mr. Fries has received several recognitions, including EY Entrepreneur of the Year in Media, Entertainment and Telecommunications and inductions into the Broadcasting & Cable Hall of Fame and the Cable Hall of Fame. Other Public Company Directorships: Liberty Global Ltd. & predecessor (since June 2005); Lions Gate Entertainment Corp. (since November 2015); and Grupo Televisa S.A.B. (since April 2015). Other Positions: Cablelabs® — Board Member; The Paley Center for Media — Trustee & Finance Committee Member; and World Economic Forum — an ICT Governor. Board Membership Qualifications: Mr. Fries’ significant executive experience in building and managing converged video, broadband, mobile and entertainment platforms, in-depth knowledge of all aspects of operating a global business and his responsibility for setting the strategic, financial and operational direction for an international company contributes to the Board’s consideration of the strategic, operational and financial challenges and opportunities of our business, and strengthens the Board’s collective qualifications, skills and attributes. |

  9. Vote and Recommendation

    | Alfonso de Angoitia Noriega Age: 62 | A director of our company. Professional Background: Mr. de Angoitia Noriega has served as a director of our company since December 2017. He is an experienced business executive with over 15 years in the telecommunications industry. In January 2018, he became a co-Chief Executive Officer of Grupo Televisa, S.A.B (Televisa) and also serves as Executive Chairman of TelevisaUnivision. Prior to that, he was an Executive Vice President of Televisa since May 2000From 1999 to 2003, Mr. de Angoitia Noriega served as the Chief Financial Officer of Televisa. Televisa is a leading media company in the Spanish-speaking world and a cable operator, as well as a direct-to-home satellite pay television operator in Mexico. Televisa distributes the content it produces through several broadcast channels in Mexico and in over 50 countries through 26 pay-tv brands, and television networks, cable operators and over-the-top or “OTT” services. In the United States, Televisa’s audiovisual content is distributed through Univision Communications Inc. Prior to joining Televisa, Mr. de Angoitia Noriega was a founding partner of the law firm Mijares, Angoitia, Cortés y Fuentes, S.C. Other Public Company Directorships: Grupo Televisa S.A.B. (since April 1997); Univision Communications Inc. (director since December 2010); and Grupo Financiero Banorte, S.A.B. de C.V. (director since April 2015). Board Membership Qualifications: Mr. de Angoitia Noriega’s significant executive experience building and managing distribution and programming businesses in the Spanish-speaking world, plus his in-depth knowledge of all aspects of operating a telecommunications company and his responsibility for setting the strategic, financial and operational direction for such company contributes to the Board’s consideration of the strategic, operational and financial challenges and opportunities of our business, and strengthens the Board’s collective qualifications, skills and attributes. Mr. de Angoitia Noriega also brings to the Board his knowledge of issues involving Latin America and the Caribbean where most of our operations are located. | | Paul A. Gould Age: 78 | A director of our company. Professional Background: Mr. Gould has served as a director of our company since December 2017. He has over 40 years of experience in the investment banking industry. He is a managing director of Allen & Company, LLC (Allen & Company), a position that he has held for more than the last five 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. Other Public Company Directorships: Liberty Global & predecessors (since June 2005); Warner Bros. Discovery, Inc. (since April 2022); Discovery, Inc. (formerly Discovery Communications Inc.) (from September 2008 to April 2022); and Radius Global Infrastructure, Inc. (since February 2020). Other Positions: Cornell University (Trustee Emeriti); Weill Cornell Medical College (Member of Board of Fellows); and Wildlife Conservation Society (Trustee). Board Membership Qualifications: 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 contributes to the Board’s evaluation of acquisition, divestiture and financing opportunities and strategies and consideration of our capital structure, budgets and business plans, provide insight into other public company board practices and strengthens the Board’s collective qualifications, skills and attributes. |

  10. Vote and Recommendation

    | Roberta S. Jacobson Age: 62 | A director of our company. Professional Background: Ambassador Roberta S. Jacobson has served as a director of our company since May 2022. In September 2023, she co-founded Dinámica Americas, where she draws on more than 30 years of distinguished diplomatic experience to advise clients. From February 2019 through August 2023, she was a senior advisor at Dentons Global Advisors/Albright Stonebridge Group (DGA/ASG), a global business strategy firm based in Washington, D.C. Prior to that, Ambassador Jacobson served a 100-day term as Special Assistant to President Joseph R. Biden and the National Security Council’s coordinator for the southwest border of the United States. From November 2020 to January 2021, Ambassador Jacobson served as a volunteer Agency Review Team member for the Biden Administration presidential transition team to directly support transition efforts related to the U.S. Department of State. From November 2015 to May 2018, Ambassador Jacobson served as U.S. Ambassador to Mexico, where she oversaw the U.S.-Mexico bilateral relationship and managed a broad array of issues, including trade and investment, security and immigration, the environment, and human rights. From July 2011 to until November 2015, Ambassador Jacobson served as the State Department’s acting assistant secretary and then assistant secretary for Western Hemisphere affairs. Ambassador Jacobson holds a B.A. from Brown University and a Master of Arts degree in Law and Diplomacy from Tufts University Fletcher School of Law and Diplomacy. Other Public Company Directorships: Soundthinking, Inc. (formerly known as ShotSpotter, Inc.) (since July 2021). Board Membership Qualifications: Ambassador Jacobson brings her considerable diplomatic and government relations background and extensive experience with respect to a broad array of issues involving Latin America where most of our operations are located, including issues relating to trade and investment, security and immigration, the environment, and human rights. Her deep knowledge of the region will contribute to the Board’s consideration of the strategic, operational and financial challenges and opportunities of our business, and strengthens the Board’s collective qualifications, skills and attributes. |

  11. EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION

    EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION

  12. Overview of Compensation Process

    Overview of Compensation Process The compensation committee of our Board was established for the purposes of assisting our Board in discharging its duties with respect to compensation of our executive officers and the administration of our incentive plans. In furtherance of its purposes, the compensation committee is responsible for identifying our primary goals with respect to executive compensation, implementing compensation programs designed to achieve those goals, subject to appropriate safeguards to avoid unnecessary risk taking, and monitoring performance against those goals and associated risks. The chair of the compensation committee reports to our Board on annual compensation decisions and on the administration of existing programs and development of new programs. In addition, meetings of the compensation committee can be attended by any director, including directors who are not committee members. The members of the compensation committee are “independent directors” (as defined under the Nasdaq rules) and “non-employee directors” (as defined in Rule 16b-3 of the SEC’s rules under the Exchange Act). Compensation decisions with respect to our executive officers, including our NEOs, are made by the compensation committee. Our CEO is actively engaged in providing input to the compensation committee on compensation decisions for our other members of senior management in a variety of ways, including reviewing and recommending annual salaries, annual performance goals and the level of target and/or maximum performance awards for his executive team and evaluating their performance. With the assistance of our People and Legal Departments, he is also involved in formulating the terms of proposed performance or incentive award programs for consideration by the compensation committee, evaluating alternatives and recommending revisions. Other senior officers, within the scope of their job responsibilities, participate in gathering and presenting to the compensation committee data and legal, tax and accounting analyses relevant to compensation and benefit decisions. Decisions with respect to our CEO’s compensation are made in private sessions of the compensation committee without the presence of management. In making its compensation decisions, the compensation committee ultimately relies on the general business and industry knowledge and experience of its members and the committee’s own evaluation of company and NEO performance. However, the compensation committee has the authority under its charter to engage its own compensation consultants and other independent advisers, and the committee may retain a compensation consultant to assist it in evaluating proposed changes in compensation programs or levels of compensation and to provide comparative data. Our shareholders voted, on an advisory basis, on the compensation of our NEOs (other than Mr. Hussain and Ms. Lorenzo) at our 2021 annual general meeting of shareholders, and we received the approval of a majority of the aggregate votes cast on that proposal. No material changes were made to our executive compensation program as a result of this vote. At our 2018 annual general meeting of shareholders, shareholders elected to hold a say-on-pay vote every three years and our board of directors adopted this as the frequency at which future say-on-pay votes would be held. At our 2024 AGM, we are submitting for shareholder consideration (i) a proposal to approve, on an advisory basis, our executive compensation and (ii) a separate resolution for an advisory vote as to whether a shareholder vote to approve the compensation paid to our named executive officers should occur every one, two or three years. See “Proposal 3—The Say-On-Pay Proposal” and “Proposal 4—The Say-On-Frequency Proposal” above. In early 2023, the compensation committee approved our NEOs’ 2023 compensation, including their target achievable annual cash performance awards, target annual equity awards for 2023, consisting of RSUs and SARs, and the financial and operational targets for earning the annual cash performance awards. The NEOs’ 2023 base salaries were the same as their 2022 base salaries. The 2023 target achievable annual cash performance and target annual equity awards for our NEOs (other than Mr. Nair) were identical to the 2022 targets. Mr. Nair’s target annual cash performance award increased from $4.0 million in 2022 to $4.25 million in 2023 and his target annual equity award increased from $7.0 million in 2022 to $7.25 million in 2023, in each case, pursuant to his employment agreement with our company. Our NEOs’ 2023 compensation is discussed in —Elements of Our Compensation Package below. We and our subsidiary, LiLAC Communications Inc. (Liberty LA), have also entered into employment agreements with Messrs. Nair, Noyes, Hussain, and Winter and Ms. Lorenzo, the terms of which are described below under —Employment and Other Agreements. We believe that it is in our company’s best interest to have an employment agreement with Mr. Nair to serve as our CEO and with each of our other NEOs in order to promote stability in management, secure their services for the long term and implement appropriate restrictive covenants.

  13. Compensation Philosophy and Goals

    Compensation Philosophy and Goals The compensation committee has three primary objectives with respect to executive compensation: motivation, retention and long-term value creation for our shareholders. •Motivate our executives to maximize their contributions •Establish a mix of financial and operational performance objectives based on our annual budget and our medium-term outlook to balance short- and long-term goals and risks •Establish individual performance objectives tailored to each executive’s role in our company to ensure individual accountability •Pay for performance that meets or exceeds the established objectives •Attract and retain superior employees •Offer compensation that we believe is competitive with the compensation paid to similarly situated employees of companies in our industry and companies with which we compete for talent •Include vesting requirements and forfeiture provisions in our multi-year equity awards •Align executives’ interest with shareholders •Emphasize long-term compensation, the actual value of which depends on increasing the share value for our shareholders, as well as meeting financial and individual performance objectives for a portion of awarded compensation •Require our executive officers to achieve and maintain significant levels of share ownership, further linking our executives’ personal net worth to long-term share price appreciation for our shareholders Our performance-based compensation programs provide the opportunity to reward the NEOs and other senior management for contributing to annual and long-term financial, operational, and share price performance. A high percentage of the NEOs’ total compensation is aligned with shareholder interests and delivered in the form of multi-year performance-based equity incentive awards, a significant portion of which are further based on company or individual performance. In approving the level of each compensation element for our executive officers, the compensation committee considers a number of factors, including: •the responsibilities assumed by the individual executive and the significance of the individual’s role to achievement of our financial, strategic and operational objectives; •the experience, overall effectiveness and demonstrated leadership ability of the individual executive; •the performance expectations set for our company and for the individual executive and the overall assessment by the compensation committee of actual performance; •from time to time, comparative pay data for similarly situated employees of companies in our industry and companies with which we compete for talent; and •retention risks at specific points in time with respect to individual executives.

  14. Setting Executive Compensation

    Setting Executive Compensation To achieve these compensation objectives, the compensation packages provided to members of our senior management (other than our Executive Chairman), including our NEOs, include three main components: base salary, annual performance awards and multi-year equity incentive awards. In addition, certain members of senior management, including our NEOs, may participate in our Deferred Compensation Plan (as defined below). The relative weighting of the components, the design of the performance and incentive awards and the overall value of the compensation package for individual employees varies based on the employee’s role and responsibilities. For members of our senior management, including our NEOs, the total value of the compensation package is most heavily weighted to performance and incentive awards because of the significance of each officer’s roles and responsibilities to the overall success of our company. Further, multi-year equity incentive awards are the largest component of executive compensation, serving the goals of retention as well as alignment with shareholders’ interests. The compensation committee’s objective is for a substantial majority of each executive officer’s total direct compensation (that is, base salary plus maximum annual cash performance award plus target annual equity incentive) to be comprised of the target value of his or her multi-year equity incentive awards. We aim to compensate our executive officers at levels that are commensurate with the levels of compensation for executives in similar positions at a group of publicly-traded peer companies. In February 2021, the compensation committee selected the following peer group companies based on their similarity to our company with respect to the following criteria: industry, market value, size and revenue:

  15. Setting Executive Compensation

    We evaluate our executive compensation program, including our mix of cash and equity compensation, based on a review of this peer group. The compensation committee reviewed compensation data from these peer companies, and other relevant survey sources, to inform its decision about overall compensation opportunities and specific compensation elements. The compensation committee generally targeted the 75th percentile of peer group compensation levels for our executive compensation program, subject to adjustments based on individual experience, expertise and performance.

  16. Elements of Our Compensation Packages

    Elements of Our Compensation Packages The implementation of our compensation approach is described below. Base Salary General. Base salary represents the least variable element of our executives’ compensation and is provided as an economic consideration for each executive’s level of responsibility, expertise, skills, knowledge, experience and value to the organization. Generally, decisions with respect to increases in base salaries are expected to be based on increased responsibilities, company-wide budgets and increases in the cost of living. 2023 Base Salaries. For 2023, the base salaries of Messrs. Nair, Noyes, Hussain and Winter and Ms. Lorenzo were $1.5 million, $675,000, $625,000, $550,000, and $440,000, respectively. Our NEOs’ initial base salaries are set in their respective employment agreements, the terms of which are described below under Employment and Other Agreements. Annual Performance Awards General. Annual cash performance awards are one of the variable components of our executive officers’ compensation packages designed to motivate our executives to achieve our annual business goals and reward them for superior performance. Generally, at its first regular meeting following the end of each fiscal year, the compensation committee reviews with our CEO the financial performance of our company during the prior year, his performance, his evaluation of the performance of each of the other members of senior management (including our NEOs) participating in the prior year’s annual cash performance award program and his recommendations for any recognition award. It then determines, in a private session, whether our CEO has met his individual performance goals for the year, whether he is entitled to any recognition bonus, and the amount to be paid to him with respect to his performance award. Starting with the 2019 annual cash performance plan, the compensation committee adopted the Recognition Bonus Program, whereby high performers within the company, including our NEOs, are eligible to receive, based on personal performance, a payout over the annual bonus amount, subject to the compensation committee’s approval of any recognition award for the NEOs. The compensation committee also approves the amount to be paid to the other participants in the program, including our other NEOs, with respect to their performance awards, and the terms of the annual cash performance award program for the current year, including, in a private session, the goals for our CEO for the coming year. In connection with our annual cash performance award program, we encourage increased share ownership among management, including our NEOs, in our various countries, aligning incentives among employees and shareholders. As a result, the compensation committee implemented a shareholding incentive plan (SHIP) that allows certain members of senior management to receive up to 50% of their 2023 annual performance awards in our LILA and LILAK shares in lieu of cash. A participant who receives shares in respect to their annual cash performance award will also receive RSUs equal to 12.5% of the gross number of shares earned under the annual performance award. The RSUs will vest approximately one year after the grant date, provided the participant holds all of the shares issued in respect to the respective annual performance award through that period. The number of common shares granted will be based on the closing prices of our LILA and LILAK shares on the date the performance award is paid and delivered on a one for two ratio between our LILA and LILAK shares. Design of 2023 Annual Bonus Program and 2023 Performance. The 2023 Annual Bonus Program was adopted and approved in March 2023. In approving the 2023 annual performance bonus program (the 2023 Annual Bonus Program), the compensation committee considered the following key elements: •the achievement of budgeted revenue growth and operating free cash flow (OFCF) growth; and •governance objectives focused on compliance and improvements in our internal control framework. The total bonus payout based on the above performance metrics is the sum of the percentages derived from the achievement in 2023 of such metrics, with a maximum payout of 150% for over-performance for each of revenue and OFCF. If less than 25% performance is achieved for the revenue or OFCF goals, then no payout would be earned for that particular metric. The maximum payout with respect to over-performance for improvements in our internal control framework and for the compliance component of our governance objectives was capped at 110%. The metrics are weighted as: (i) revenue, weighted 25%; (ii) OFCF, weighted 60% (increased from 45% in 2022); and (iii) governance objectives, weighted 15% (increased from 10% in 2022). We increased the weighting for our OFCF metric and governance objectives metric in light of our 2022 results, our ongoing need for improvements in our internal control framework and heightened shareholder expectations for 2023. The 2023 target achievable performance award was $4.25 million for our CEO, representing a $250,000 increase as provided by Mr. Nair’s employment agreement with our company, which was renewed in July 2022 (the 2022 Nair Agreement), and $1.0 million for each of the other NEOs. Additionally, each participant is eligible for the Recognition Bonus Program, which could increase the 2023 annual bonus to up to 130% of the annual bonus result. Growth was determined by comparing 2022 actual results, as adjusted for an acquisition, a disposition, removal of a specialized transit business unit and foreign currency exchange rates, for the applicable metric to the amount budgeted for that metric in the 2023 audited consolidated financial statements as approved by our Board. The payout schedule for each financial metric is based on the percentage achievement against the target set at the March 2023 compensation committee meeting, as adjusted for events during the performance period that affect comparability, such as acquisitions, a disposition, natural disasters, the impact of unforeseen changes in laws and regulations and changes in foreign currency exchange rates and accounting principles or policies. The governance objectives consisted of: (i) maintenance and continued improvement of our business process controls, weighted 6%, (ii) significant improvement in our General IT controls (GITCs), weighted 6%, and (iii) completion of our 2023 data privacy training, weighted 3%. The business controls component was further broken down into three categories: (x) material weaknesses, weighted 34%, (y) significant deficiencies, weighted 33%, and (z) total deficiencies, weighted 33%. The business process control targets were based on open deficiencies as of December 31, 2023, and the final payout percentage for each metric was calculated using interpolation. Over-performance was not applicable for the material weaknesses and significant deficiencies categories of business process control targets, and one or more material weaknesses would result in no bonus for that weighted portion. A 50% payout would be earned on the business controls component if there were no more than two significant deficiencies and testing of all of our business process controls resulted in no more than 16% of such controls being deficient, and 100% of this component would be earned if there were no material weaknesses or significant deficiencies in our business process controls and testing of all of our business process controls resulted in no more

  17. Elements of Our Compensation Packages

    than 10% of such controls being deficient. A payout of up to 110% on the total deficiencies category of the business process controls component could be earned if testing of all of our business process controls resulted in no more than 7% of such controls being deficient. Deficiency percentages were calculated as the percent of open deficiencies over the total number of controls tested. With respect to the GITC targets, 100% of this component would be earned if there were no material weaknesses for the enterprise resource planning (ERP) and major billing systems in each of our control onboarding markets, and there were no IT material weaknesses for our control execution markets. A minimum payout of 25% would be earned with respect to the GITC targets if there were no IT material weaknesses in our main ERP system. Over-performance of up to 110% on the GITC targets would be earned if there were no IT material weaknesses in our control execution markets, and there were no IT material weaknesses or significant deficiencies for our control execution markets. Our “control onboarding markets” are in-scope markets with legacy GITC material weaknesses and where no testing has been performed. Our “control execution markets” are our in-scope markets where GITC testing has been performed. At its meeting on February 15, 2024, the compensation committee reviewed the actual revenue and OFCF for 2023 based on our 2023 audited consolidated financial statements. It also considered whether to exercise its discretion to reduce the total bonus payout amount to any of our NEOs. The exercise of the compensation committee’s discretion was in each case based on its assessment of our 2023 financial performance and the individual NEO’s performance overall as compared to their 2023 performance goals, taking into account the payout schedules for financial and individual performance. The following table provides further details of our 2023 Annual Bonus Program plan for our NEOs, including the levels that were pre-established for the quantitative goals and the actual achievement against those goals. The target levels established for the quantitative goals are bolded. At the February 15, 2024 meeting, the compensation committee approved the payments to our NEOs with respect to their target achievable bonus as set forth in the table below.

  18. Elements of Our Compensation Packages

    | Goal | Achievement Range (in millions, other than Governance Objectives) | % of Target Bonus | | Consolidated Adjusted Revenue(1) Actual Achievement | <$4,374 >$4,375-$4,545 $4,546 >$4,547 $4,511 | 0% 1%-24% 25% 26% - 37.5% 6.5% | | Consolidated Adjusted OFCF(1)(2) Actual Achievement | <$872 >$873- $1,034 $1,035 >$1,036 $973 | 0% 1% - 59% 60% 61% - 90% 34.0% | | Governance Objective: Data Privacy Training Actual Achievement | <$90% ≥90% < 95% 95% 100% 97.2% | 0% 3.0% 3.15% 3.3% 3.22% |

  19. Elements of Our Compensation Packages

    | Goal | Achievement Range (in millions, other than Governance Objectives) | % of Target Bonus | | Governance Objective: Improvements in Internal Control Business Process Actual Achievement(3) | See Discussion of Achievement Ranges Above | 3.2% | | Governance Objective: Improvements in Internal Control GITCs Actual Achievement(3) | See Discussion of Achievement Ranges Above | 3.5% | | Percentage (%) of Target Achieved | | 50.5% | | Actual Bonus for 2023(4) | Nair: | $2,790,125 | | | Noyes: | $505,000 | | | Hussain: | $505,000 | | | Lorenzo: | $656,500 | | | Winter: | $656,500 |

  20. Elements of Our Compensation Packages

    (1)Adjustments were made in accordance with the terms of the 2023 Annual Bonus Program and for certain other unbudgeted events that the compensation committee, in its discretion and consistent with past practice, determined distorted performance against the financial performance metrics. These items included (a) adjustments to 2022 revenue and OFCF to reflect foreign currency exchange rates with the 2023 exchange rates; (b) adjustments to 2022 revenue and OFCF to include the impact of our acquisition of Claro Panama to be on the same basis as the 2023 reported amounts for such acquisition; (c) adjusted the 2022 revenue and OFCF to exclude the impacts of (i) adjusted 2022 revenue and OFCF to exclude the results of our subsidiary, VTR, due to the disposition in the formation of the Chile JV and (ii) adjusted 2022 revenue and OFCF to exclude the results related to the C&W Caribbean specialized transit business which was exited in 2023; and (e) adjusted the 2023 OFCF for the estimated impact from the earthquake in Jamaica. In the aggregate, the adjustments (x) to 2022 amounts resulted in a net decrease of revenue by $343 million and a net decrease of OFCF by $13 million, primarily related to our disposition of VTR, our acquisition of Claro Panama and the FX impact, and (y) to 2023 amounts resulted in a net OFCF increase of $2 million, related to the earthquake impact. (2)For purposes of the 2023 Annual Bonus Program, OFCF is defined as (i) operating income before depreciation and amortization, share-based compensation, provisions and provision releases related to significant litigation and impairment, restructuring and other operating items, less (ii) property and equipment additions. Other operating items include (i) gains and losses on the disposition of long-lived assets, (ii) third-party costs directly associated with successful and unsuccessful acquisitions and dispositions, including legal, advisory and due diligence fees, as applicable, and (iii) other acquisition-related items, such as gains and losses on the settlement of contingent consideration. (3)With respect to achievement of improvements in our business process controls, we had one material weakness and no significant deficiencies, in each case, with respect to our business process controls at year-end, and, of the total number of business process controls tested, 14.6% resulted in deficiencies With respect to achievement of improvements in our GITC controls, there were no IT material weaknesses or significant deficiencies in our control execution markets. Furthermore, we maintained momentum in implementing controls within our onboarding markets and maintained the minimum requirement of no IT material weaknesses in our main ERP. (4)To determine the final total bonus payout, the payout based on financial and operational performance is then multiplied by each NEO’s target achievable performance award, as approved by the compensation committee, and in the case of Messrs. Nair and Winter and Ms. Lorenzo, who were awarded recognition bonus awards for their performance in 2023 as described above in —Assessing NEO Performance, such result was multiplied by 1.30. Equity Incentive Awards General. Multi-year equity incentive awards, whether in the form of conventional equity awards or performance-based awards, represent a significant portion of our executives’ compensation. These awards ensure that our executives have a continuing stake in our company’s success, align their interests with our shareholders and also serve the goal of retention through vesting requirements and forfeiture provisions. Given the uncertain macroeconomic environment in early 2023, in particular in the countries in which we operate, the compensation committee established a 2023 long-term incentive program comprised of RSUs and SARs that vest over a three-year period (the 2023 Long-Term Incentive Awards). Furthermore, the compensation committee approved the 2023 performance objectives to be achieved in order to vest in the LILAB performance share unit award that was granted to Mr. Nair pursuant to the 2022 Nair Agreement (together with the 2023 Long-Term Incentive Awards, the 2023 Equity Incentive Awards). The RSUs, SARs and PSUs that comprise the 2023 Equity Incentive Awards were strategically selected by the compensation committee based on the following conclusions and considerations: •The organizational risks of incentive compensation can be reduced through: •the use of multiple equity vehicles (for example, RSUs, SARs and PSUs) with different performance, retention, risk and reward profiles; and •annual grants of equity awards that spread the target incentive compensation over multiple and overlapping performance/service periods and provide the flexibility to change performance metrics, weighting and targets from grant to grant. •The use of performance-based equity awards, such as PSUs, adds an element of market risk over the performance/service period to better align the interests of management and shareholders, while focusing management on achieving specified performance targets to earn the award; and •The use of conventional equity awards, such as SARs, provides a retention mechanism and alignment with shareholders by only delivering value if the stock price appreciates. 2023 Long-Term Equity Awards. Pursuant to the Liberty Latin America 2018 Incentive Plan (Incentive Plan), in March 2023, the compensation committee approved the target annual equity values for 2023 and granted an aggregate of 1,156,713 RSUs (the 2023 RSUs) and 2,235,039 SARs (the 2023 SARs) to our CEO and the other NEOs of the company. For the 2023 long-term incentive program, the compensation committee determined that a combination of 40% SARs and 60% RSUs was appropriate for our NEOs. The RSUs and SARs are each issued in common shares at a ratio of one-third Class A and two-thirds Class C, reflecting the approximate ratio of issued and outstanding shares of the company's Class A and Class C common shares, and past practice in our incentive plans. The following table summarizes the target annual equity values and number of 2023 RSUs and 2023 SARs granted to our NEOs:

  21. Elements of Our Compensation Packages

    | | | 60% of Target Annual Equity Value in the Form of | | 40% of Target Annual Equity Value in the Form of | | | Name and Position | Target Annual Equity Value | Class A 2023 RSU Grant | Class C 2023 RSU Grant | Class A 2023 SAR Grant | Class C 2023 SAR Grant | | Balan Nair | 7,250,000 | 180,348 | 360,696 | 348,474 | 696,948 | | Christopher Noyes | 2,500,000 | 62,189 | 124,378 | 120,163 | 240,326 | | Aamir Hussain | 2,250,000 | 55,970 | 111,940 | 108,147 | 216,294 | | Rocio Lorenzo | 1,500,000 | 37,313 | 74,626 | 72,098 | 144,196 | | John M. Winter | 2,000,000 | 49,751 | 99,502 | 96,131 | 192,262 |

  22. Elements of Our Compensation Packages

    One-third of the 2023 RSUs and 2023 SARs vest on March 15 of each of 2024, 2025 and 2026. The SARs have a term of ten years and base prices equal to the market closing price of the common shares on the grant date of March 20, 2023, which was $7.81 for LILA and $7.78 for LILAK. The SARs and RSUs are subject to tax withholding, forfeiture, acceleration, amendment or other terms in connection with certain terminations of employment, change-of-control events and other terms with executives, generally consistent with the terms of equity awards previously granted by the company. Other than Mr. Nair, our NEOs’ 2023 target equity values did not change from their 2022 target values. For 2023, we increased Mr. Nair’s target equity value from $7.0 million to $7.25 million pursuant to the 2022 Nair Agreement. Decisions for 2021/2022 Phoenix Awards of Performance Share Appreciation Rights (PSARs). As noted above, the compensation committee has three primary objectives with respect to executive compensation - motivation, retention and alignment of interests to create shareholder value. Pursuant to the Incentive Plan, in 2021 (or 2022 in Mr. Hussain’s case), the compensation committee approved PSAR awards for the NEOs and other key employees (the Phoenix Awards). The Phoenix Awards were designed to motivate and reward the NEOs to build momentum in our operating performance through 2023, drive the company to emerge stronger from the pandemic, accelerate our transition to a digital first company, retain key executives and to drive our senior management toward attaining increased shareholder value over the performance period, which was 2022-2023 in Mr. Hussain’s case and 2021-2023 for the other NEOs. The Phoenix Award for our CEO is 3 million PSARs (comprised of 1 million Class A PSARs and 2 million Class C PSARs) and for each of the other NEOs is 300,000 PSARs (comprised of 100,000 Class A PSARs and 200,000 Class C PSARs). The PSARs have a term of ten years and base prices equal to the market closing price of our Class A and Class C common shares on the grant date, which was $14.00 for LILA and $14.10 for LILAK for Messrs. Nair, Noyes and Winter whose grant date was March 16, 2021, $13.53 for LILA and $13.57 for LILAK for Ms. Lorenzo whose grant date was July 16, 2021, and $10.75 for LILA and $10.70 for LILAK for Mr. Hussain whose grant date was April 18, 2022. Reflecting the approximate ratio of issued and outstanding shares of LILA and LILAK shares, and past practice in our incentive plans, the Phoenix Awards were issued in common shares at a ratio of one-third LILA and two-thirds LILAK. Each PSAR represents the right to receive a payment in shares or, if the compensation committee so determines, cash or a combination of cash and shares, equal to the excess of the fair market value of the common shares on the day of exercise over the base price specified in the grant, subject to performance and vesting. In February 2024, the compensation committee discussed the NEOs’ and our company’s performance with Mr. Nair and approved vesting of the NEOs’ Phoenix Awards on March 15, 2024. In reaching this decision, the compensation committee took into account Mr. Nair’s evaluation of each other NEO’s performance over the performance period and noted that each other NEO met their personal performance goals and objectives over that period. Likewise, the compensation committee reviewed Mr. Nair’s performance over the performance period and determined that Mr. Nair had met his personal performance goals and objectives over that period as well. In approving the vesting of the NEOs’ Phoenix Awards, the compensation committee noted the significant achievements made by the company during the performance period across the functions and operations including (without limitation): •added or upgraded approximately 750,000 homes passed across our operations, almost exclusively using FTTH technology and increased mobile LTE population coverage; •completed acquisitions of Telefonica S.A’s operations in Costa Rica and Claro Panama’s operations and formed the ClaroVTR joint venture; •delivered on key operating and performance metrics; •launched eSim, WoWFI, Hub TV and several new business products and digital solutions; •improved our customer experience net promoter score by 17%; •grew our zero touch customer interactions by 8% and deployed Al platforms in sales and care channels in key markets; •flattened our structure, enhanced diversity and inclusion efforts and increased market and customer focus; and •rolled out new anti-corruption policy and associated materials and launched new employee training programs on anti-corruption, conflicts of interest and ethics. CEO Award of LILAB PSUs. Upon the effective date of the 2022 Nair Agreement, Mr. Nair received an award of 625,000 LILAB shares, that was split into three installments (the Sign-on LILAB Award). The first two installments vested on July 28, 2022 and March 15, 2023. The final installment, consisting of 312,500 PSUs, would vest on March 15, 2024, subject to the compensation committee’s determination that Mr. Nair’s 2023 performance met or exceeded the compensation committee’s expectations. The performance objectives for 2023 with respect to the 312,500 PSUs were: •Financial goals: achieving budgeted targets on revenue growth (3.9%), OFCF growth (18.6%) and adjusted free cash flow ($300 million before minority dividends); •Operational goals: increasing the portion of our networks capable of delivering speeds of 1 Gbps or above to at least 75%, building or upgrading approximately 400,000 homes-passed, progressing our work on shutting down copper networks in Cable & Wireless and CWP, increasing digital sales to 17% of activated sales for fixed services, improving our customer experience and increasing efficiency of our customer acquisitions, expanding our Liberty Networks segment’s customer base, completing the integrations in Liberty Costa Rica, Liberty Puerto Rico and CWP, bringing a new mobile core and IT stack online to support Liberty Costa Rica and Liberty Puerto Rico, and improving customer churn across our markets; and •Governance goals: delivering improvements in our internal control framework, keeping our chairman and board members updated and engaged throughout the year and producing timely, accurate and effective external financial reports. “Adjusted free cash flow” is defined as net cash provided by our operating activities, plus (i) cash payments for third-party costs directly associated with successful and unsuccessful acquisitions and dispositions, (ii) expenses financed by an intermediary, (iii) proceeds received in connection with handset receivables securitization, (iv) insurance recoveries related to damaged and destroyed property and equipment and (v) certain net interest payments or receipts incurred or received, including associated derivative instrument payments and receipts, in advance of a significant acquisition, less (a) capital expenditures, net, (b) principal payments on amounts financed by vendors and intermediaries, (c) principal payments on finance leases, and (d) distributions to noncontrolling interest owners. In March 2024, the compensation committee reviewed Mr. Nair’s 2023 performance and noted the following achievements: •at the end of 2023, enabled 1 Gbps or above speeds to 82% of our network; •in 2023, we migrated 4,000 more customers from copper to fiber or DOCSIS 3.1 networks than we had committed to do at the beginning of 2023; •fixed digital sales exceeded budget sales by 2%, achieving 18% digital sales overall, with two markets exceeding 20%. This represented 45% growth versus 2022; •the successful negotiation of an agreement with Phoenix Tower International to monetize approximately 1,300 mobile tower sites, which was completed across most of our market as of December 31, 2023;

  23. Elements of Our Compensation Packages

    •the successful negotiation of an asset purchase agreement and a license purchase agreement with Dish Network to acquire Dish Network spectrum assets in Puerto Rico and the U.S. Virgin Islands and prepaid mobile subscribers in those markets; •Liberty Networks also grew recurring revenues by 8% in 2023; •achieved our targeted churn rate with respect to broadband and post-paid mobile subscribers; and •satisfied the board engagement and reporting components of the governance goals described above. In light of these achievements and Mr. Nair’s strong performance, the compensation committee determined to vest 50% of the 312,500 PSUs on March 15, 2024 and to condition vesting of the remaining 50% of the PSUs on the completion of operational milestones, improvements in our internal control framework and growth in revenue, operating cash flow and OFCF in 2024. “Operating cash flow” is defined as operating income before depreciation and amortization, share-based compensation, provisions and provision releases related to significant litigation and impairment, restructuring and other operating items, as adjusted for events such as acquisitions, dispositions and changes in foreign currency exchange rates and accounting principles or policies that affect comparability. Share Ownership Policy The compensation committee has established an Executive Share Ownership Policy, effective March 2018, for our executive officers and senior officers. The purpose of the Executive Share Ownership Policy is to ensure that our officers have a significant stake in our long-term success and are aligned with our shareholders. As a result, the compensation committee established guidelines for ownership of our common shares based on an individual’s level in our company and expressed as a multiple of base salary as follows:

  24. Post-Employment Benefits and Change in Control

    Post-Employment Benefits and Change in Control Our CEO and each of our NEOs are entitled to post-employment benefits under their respective employment agreements. See Employment and Other Agreements below. Additionally, our NEOs and executive officers are entitled to the same benefit of accelerated vesting of all or part of conventional equity awards made under the Incentive Plan on certain termination-of-employment events as other holders of such awards. Similarly, the Incentive Plan provides the same treatment to all holders of conventional equity awards granted under these plans upon the occurrence of certain change in control events. Accordingly, the existence of these potential post-employment and change in control benefits has not influenced the compensation committee’s decisions with respect to executive compensation. In designing the terms for the Phoenix Awards, the compensation committee determined that only a limited set of events would warrant automatic acceleration of awards thereunder. The Phoenix Awards would fully vest upon a termination due to death or disability, and the compensation committee has discretion to vest a prorated portion of the Phoenix Awards upon a qualifying retirement or a termination of employment without cause. Full vesting of the Phoenix Awards would only be accelerated upon specified change in control events as discussed in Potential Payments upon Termination or Change in Control below. The compensation committee believes these limited acceleration events related to a change in control provide appropriate protection to participants and would serve to maintain morale and aid retention during the disruptive circumstances of a change in control. The compensation committee reserved discretion to approve the accelerated vesting of an individual’s award or an amendment to an individual’s award agreements 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.

  25. Timing of Equity Awards

    Timing of Equity Awards For purposes of determining the number of LILA and LILAK awards to be granted each year for the target annual equity values of our executive officers and other key employees, the compensation committee expects to use the 1:2 weighted, LILA and LILAK, 5-day average prices of such shares leading up to the date of such committee’s approval of the grants to determine the number of awards to issue. The grant date for such awards generally occurs in March of each year. For 2023, awards were granted in mid-March to our NEOs. As a relatively new company, the compensation committee continues to evaluate appropriate timing of grants under our annual equity grant program and may determine to grant awards at another time in subsequent years. Grants of equity awards to eligible employees would otherwise only be made in connection with significant events, such as hiring or promotion.

  26. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of our NEOs for fiscal years 2023, 2022 and 2021:

  27. 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 Compen-sation ($)(5) | Total ($) | | | 2023 | 1,500,000 | — | 8,196,987 | 4,736,240 | 1,395,063 | 43,767 | 289,897 | 16,161,952 | | Balan Nair | 2022 | 1,500,000 | 750,000 | 6,584,633 | 5,233,911 | 1,095,000 | 131,193 | 450,880 | 15,745,617 | | Chief Executive Officer & President | 2021 | 1,250,000 | — | 9,250,842 | 26,310,008 | — | 609,265 | 156,688 | 37,576,803 | | | 2023 | 675,000 | — | 1,737,419 | 1,633,237 | 252,500 | — | 33,330 | 4,331,487 | | Christopher Noyes | 2022 | 666,667 | — | 1,713,115 | 1,906,964 | 182,500 | 15,802 | 43,824 | 4,528,873 | | Senior Vice President & Chief Financial Officer | 2021 | 625,000 | — | 3,020,587 | 3,857,442 | — | 25,422 | 36,770 | 7,565,220 | | | 2023 | 637,365 | — | 1,592,081 | 1,469,917 | 252,500 | — | 114,014 | 4,065,878 | | Aamir Hussain(6) | 2022 | 438,702 (6) | — | 1,661,016 | 2,980,886 | 136,875 | — | 83,538 | 5,301,017 | | Senior Vice President & Chief Technology and Product Officer | 2021 | — | | — | — | — | — | — | — | | | 2023 | 440,000 | — | 1,241,286 | 979,945 | 328,250 | — | 71,845 | 3,061,326 | | Rocio Lorenzo(7) | 2022 | 440,000 | — | 1,110,000 | 1,144,178 | 182,500 | — | 106,816 | 2,983,494 | | Senior Vice President & General Manager of CWP; Former Chief Customer Officer | 2021 | 200,256 (8) | — | 1,510,027 | 2,872,206 | — | — | 61,558 | 4,644,048 | | | 2023 | 550,000 | — | 1,521,704 | 1,306,598 | 328,250 | 11,669 | 23,035 | 3,741,255 | | John Winter | 2022 | 550,000 | — | 1,411,572 | 1,525,571 | 182,500 | 22,748 | 20,994 | 3,713,385 | | Senior Vice President, Chief Legal Officer & Secretary | 2021 | 541,667 (9) | — | 2,368,692 | 3,525,976 | — | 37,185 | 38,094 | 6,511,614 |

  28. Summary Compensation Table

    (1)The 2023 dollar amounts shown in the “Stock Awards” column reflect (a) the grant date fair value of the LILA and LILAK shares issued to each NEO on March 15, 2024 for the equity portion of the 2023 Annual Bonus Program payments earned by the NEOs and issued pursuant to our SHIP, (b) the grant date fair value of the additional grants of LILA and LILAK RSUs under the SHIP representing 12.5% of the gross number of LILA and LILAK shares the NEOs received as described in (a), (c) the grant date fair value of each NEO’s target 2023 RSUs, and (d) the target LILAB PSU award granted to Mr. Nair with respect to this 2023 performance, in each case, determined in accordance with Topic 718 of the Financial Accounting Standards Board’s Accounting Standards Codification (ASC 718). The 2022 dollar amounts shown in the “Stock Awards” column reflect the grant date fair value of (a) the LILA and LILAK shares issued to each NEO on March 15, 2023 for the equity portion of the 2022 Annual Bonus Program payments earned by the NEOs and issued pursuant to our SHIP, (b) the additional grants of LILA and LILAK RSUs under the SHIP representing 12.5% of the gross number of LILA and LILAK shares the NEOs received as described in (a), (c) each NEO’s target annual RSUs awarded in 2022 (2022 RSUs), and (d) the awards granted in connection with the amendment to Mr. Nair’s employment agreement, consisting of (i) the portion of the CEO Commitment Award paid in LILAK shares and (ii) the unrestricted LILAB share award and the target LILAB PSU award granted to Mr. Nair with respect to his 2022 performance, in each case, determined in accordance with ASC 718. The 2021 dollar amounts shown in the “Stock Awards” column reflect (a) the grant date fair value of the LILA and LILAK shares issued to each NEO on March 15, 2022 for the equity portion of the 2021 Annual Bonus Program payments earned by the NEOs and issued pursuant to our SHIP, (b) the grant date fair value of the additional grants of LILA and LILAK RSUs under the SHIP representing 12.5% of the gross number of LILA and LILAK shares the NEOs received as described in (a), and (c) the grant date fair value of each NEO’s target annual RSUs awarded in 2021 (2021 RSUs), in each case, determined in accordance with ASC 718. For a description of the assumptions used in these calculations, see Notes 3 and15 to our consolidated financial statements for the year ended December 31, 2023, which are included in the 2023 Form 10-K. (2)The 2023 dollar amounts shown in the “Option Awards” column reflect the grant date fair value of the 2023 SARs granted to our NEOs approved on March 20, 2023 determined in accordance with ASC 718. The dollar amounts for the SAR awards assume a risk-free interest rate ranging from 3.5% to 4.2%, a volatility rate ranging from 42.1% to 46.7% and an expected term of 6.0 to 10.0 years. The 2022 dollar amounts shown in the “Option Awards” column reflect the grant date fair value of the 2022 SARs granted to our NEOs and the grant date fair value of our CTO’s Phoenix Award of PSARs approved on March 11, 2022 and granted on April 18, 2022, in each case, determined in accordance with ASC 718. The dollar amounts for the SAR awards and our CTO’s Phoenix Award of PSARs assume a risk-free interest rate ranging from 2.0% to 3.7%, a volatility rate ranging from 40.2% to 49.8% and an expected term of 6.0 to 10.0 years. The 2021 dollar amounts shown in the “Option Awards” column reflect the grant date fair value of the SAR awards and Phoenix Awards approved on March 16, 2021 and granted on May 12, 2021 to our NEOs (except for Ms. Lorenzo whose SAR awards and Phoenix Award were approved and granted on July 16, 2021), in each case, determined in accordance with ASC 718. The dollar amounts for the SAR awards and the Phoenix Awards assume a risk-free interest rate ranging from 1.30% to 1.44%, a volatility rate ranging from 36.93% to 44.46% and an expected term of 10.0 years. For a description of the assumptions used in these calculations, see Notes 3 and15 to our consolidated financial statements for the year ended December 31, 2023, which are included in the 2023 10-K. (3)The dollar amounts in the “Non-Equity Incentive Plan Compensation” column also reflect the cash payments earned by the NEOs under the 2023 Annual Bonus Program and the 2022 Annual Bonus Program, which were paid out in March of 2024 and 2023, respectively. (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. (5)The following table provides additional information about the 2023 amounts that appear in the “All Other Compensation” column in the Summary Compensation Table above:

  29. Summary Compensation Table

    | Name | 401(k) Plan ($)(a) | Life Insurance ($)(b) | SIFL Gross-up ($)(b) | Housing ($)(b) | Airplane Usage ($)(b) | Tax Assistance($)(b) | Tuition Reimburse-ment ($)(b) | Misc. ($)(c) | Total ($) | | Balan Nair | 22,500 | 535 | 20,167 | — | 239,299 | — | — | 7,396 | 289,897 | | Christopher Noyes | 22,500 | 535 | — | — | — | — | — | 10,296 | 33,330 | | Aamir Hussain | — | 3,782 | — | 84,000 | — | 25,318 | | 914 | 114,014 | | Rocio Lorenzo | — | 3,782 | — | 48,000 | — | — | 19,049 | 1,014 | 71,845 | | John Winter | 22,500 | 535 | — | — | — | — | — | — | 23,035 |

  30. Summary Compensation Table

    (a)Represents matching employer contributions made under the Liberty Latin America 401(k) Savings Plan. Under such plan, participants may make contributions annually, subject to U.S. federal limits, and Liberty Latin America makes a matching contribution equal to 100% of the participant’s contribution up to the lesser of the federal limit on contributions or 10% of their cash compensation (excluding awards under Liberty Latin America’s incentive plans). Voluntary catch-up contributions permitted under U.S. federal law for persons age 50 or older, however, are not matched. (b)Amounts reflect the following: •Premiums for term life insurance under our group term life insurance benefit plan for U.S. employees. •Payments made on behalf of Ms. Lorenzo and Mr. Hussain related to their housing costs. •Our aggregate incremental cost attributable to personal use of our aircraft or having a personal guest on a business flight by Mr. Nair was $239,299; in addition, Mr. Nair received gross-up amounts totaling $20,167 for personal flight hours. Aggregate incremental cost for personal use of our aircraft is determined on a per flight basis and includes fuel, oil, lubricants, hourly costs of aircraft maintenance for the applicable number of flight hours, in-flight food and beverage services, trip-related hangar and tie down costs, landing and parking fees, travel expenses for crew and other variable costs specifically incurred. Aggregate incremental cost for a personal guest is determined based on our average direct variable costs per passenger for fuel and in-flight food and beverage services, plus, when applicable, customs and immigration fees specifically incurred. •Payments made on behalf of Mr. Hussain for tax assistance. •Reimbursements made to Ms. Lorenzo for dependent tuition support. (c)Amounts reflect the following: •Payments made on behalf of Messrs. Nair and Noyes under our executive health plan. •Charitable donation made on behalf of Mr. Nair. •Gifts given to each of our NEOs. (6)Mr. Hussain joined our company in April 2022. Mr. Hussain’s 2022 annual base salary has been pro-rated based on his April 2022 start date with our company. (7)Ms. Lorenzo joined our company in July 2021. (8)Ms. Lorenzo’s 2021 annual base salary has been pro-rated based on her July 2021 start date with our company. Her 2022 and 2021 annual base salary also includes payment of a thirteenth month of salary as required by Panamanian law. (9)The annual base salary in effect for Mr. Winter for January and February 2021 was $500,000, which was increased to $550,000, effective in March 2021.

  31. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below sets forth certain information concerning the grants of equity based awards and the annual performance bonus awards approved and granted to our NEOs under the Incentive Plan during the year ended December 31, 2023, as described above in —Compensation Discussion and Analysis—Elements of Our Compensation Packages.

  32. 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 (#) | All other Option Awards Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock & Option Awards ($)(1) | | Name | Grant Date | Board/ Committee Action Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Balan Nair | | | | | | | | | | | | | | | 3/20/2023 (2) | | — | 2,762,500 | 2,762,500 | — | — | — | — | — | — | — | | LILA | 3/15/2024 (2) | 03/20/2023 | — | — | — | — | $920,833 | $920,833 | — | — | — | — | | | 3/15/2024 (3) | 03/20/2023 | — | — | — | — | — | — | 1,905 | — | — | 15,278 | | | 3/20/2023 (4) | | — | — | — | — | — | — | 180,348 | — | — | 1,408,518 | | | 3/20/2023 (5) | | — | — | — | — | — | — | — | 348,474 | 7.81 | 1,586,903 | | LILAB | 3/20/2023 (6) | | — | — | — | — | 312,500 | — | — | — | — | 3,437,500 | | LILAK | 3/15/2024 (2) | 03/20/2023 | — | — | — | — | $1,841,667 | $1,841,667 | — | — | — | — | | | 3/15/2024 (3) | 03/20/2023 | — | — | — | — | — | — | 3,811 | — | — | 30,336 | | | 3/20/2023 (4) | | — | — | — | — | — | — | 360,696 | — | — | 2,806,215 | | | 3/20/2023 (5) | | — | — | — | — | — | — | — | 696,948 | 7.78 | 3,149,337 | | Christopher Noyes | | | | | | | | | | | | | | | 3/20/2023 (2) | | — | 650,000 | 650,000 | — | — | — | — | — | — | — | | LILA | 3/15/2024 (2) | 03/20/2023 | — | — | — | — | $216,667 | $216,667 | — | — | — | — | | | 3/15/2024 (3) | 03/20/2023 | — | — | — | — | — | — | 952 | — | — | 7,635 | | | 3/20/2023 (4) | | — | — | — | — | — | — | 62,189 | — | — | 485,696 | | | 3/20/2023 (5) | | — | — | — | — | — | — | — | 120,163 | 7.81 | 547,264 | | LILAK | 3/15/2024 (2) | 03/20/2023 | — | — | — | — | $433,333 | $433,333 | — | — | — | — | | | 3/15/2024 (3) | 03/20/2023 | — | — | — | — | — | — | 1,905 | — | — | 15,164 | | | 3/20/2023 (4) | | — | — | — | — | — | — | 124,378 | — | — | 967,661 | | | 3/20/2023 (5) | | — | — | — | — | — | — | — | 240,326 | 7.78 | 1,085,973 | | Aamir Hussain | | | | | | | | | | | | | | | 3/20/2023 (2) | | — | 650,000 | 650,000 | — | — | — | — | — | — | — | | LILA | 3/15/2024 (2) | 03/20/2023 | — | — | — | — | $216,667 | $216,667 | — | — | — | — | | | 3/15/2024 (3) | 03/20/2023 | — | — | — | — | — | — | 714 | — | — | 5,726 | | | 3/20/2023 (4) | | — | — | — | — | — | — | 55,970 | — | — | 437,126 | | | 3/20/2023 (5) | | — | — | — | — | — | — | — | 108,147 | 7.81 | 492,539 | | LILAK | 3/15/2024 (2) | 03/20/2023 | — | — | — | — | $433,333 | $433,333 | — | — | — | — | | | 3/15/2024 (3) | 03/20/2023 | — | — | — | — | — | — | 1,429 | — | — | 11,375 | | | 3/20/2023 (4) | | — | — | — | — | — | — | 111,940 | — | — | 870,893 | | | 3/20/2023 (5) | | — | — | — | — | — | — | — | 216,294 | 7.78 | 977,378 |

  33. 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 (#) | All other Option Awards Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock & Option Awards ($)(1) | | Name | Grant Date | Board/ Committee Action Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Rocio Lorenzo | | | | | | | | | | | | | | | 3/20/2023 (2) | | — | 650,000 | 650,000 | — | — | — | — | — | — | — | | LILA | 3/15/2024 (2) | 03/20/2023 | — | — | — | — | $216,667 | $216,667 | — | — | — | — | | | 3/15/2024 (3) | 03/20/2023 | — | — | — | — | — | — | 952 | — | — | 7,635 | | | 3/20/2023 (4) | | — | — | — | — | — | — | 37,313 | — | — | 291,415 | | | 3/20/2023 (5) | | — | — | — | — | — | — | — | 72,098 | 7.81 | 328,359 | | LILAK | 3/15/2024 (2) | 03/20/2023 | — | — | — | — | $433,333 | $433,333 | — | — | — | — | | | 3/15/2024 (3) | 03/20/2023 | — | — | — | — | — | — | 1,905 | — | — | 15,164 | | | 3/20/2023 (4) | | — | — | — | — | — | — | 74,626 | — | — | 580,590 | | | 3/20/2023 (5) | | — | — | — | — | — | — | — | 144,196 | 7.78 | 651,586 | | John Winter | | | | | | | | | | | | | | | 3/20/2023 (2) | | — | 650,000 | 650,000 | — | — | — | — | — | — | — | | LILA | 3/15/2024 (2) | 03/20/2023 | — | — | — | — | $216,667 | $216,667 | — | — | — | — | | | 3/15/2024 (3) | 03/20/2023 | — | — | — | — | — | — | 952 | — | — | 7,635 | | | 3/20/2023 (4) | | — | — | — | — | — | — | 49,751 | — | — | 388,555 | | | 3/20/2023 (5) | | — | — | — | — | — | — | — | 96,131 | 7.81 | 437,814 | | LILAK | 3/15/2024 (2) | 03/20/2023 | — | — | — | — | $433,333 | $433,333 | — | — | — | — | | | 3/15/2024 (3) | 03/20/2023 | — | — | — | — | — | — | 1,905 | — | — | 15,164 | | | 3/20/2023 (4) | | — | — | — | — | — | — | 99,502 | — | — | 774,126 | | | 3/20/2023 (5) | | — | — | — | — | — | — | — | 192,262 | 7.78 | 868,784 |

  34. Grants of Plan-Based Awards

    (1)These amounts represent the grant date fair value of these awards computed in accordance with ASC 718. (2)The compensation committee determined that 50% of amounts earned under the 2023 Annual Bonus Program would be paid in common shares. (3)Pursuant to the SHIP, the NEOs received RSUs in March 2023 equal to 12.5% of the gross number of shares earned under the 2022 Annual Bonus Program that the NEO elected to receive in common shares rather than cash, as further described above in Compensation Discussion and Analysis-Elements of Our Compensation Packages. These RSUs vested in full on March 1, 2024 provided that the NEO continued to hold all of the shares issued in connection with the 2022 Annual Bonus Program through that period. (4)These amounts represent the annual equity grant to our executives in the form of RSUs, as more fully described in Elements of Our Compensation Packages above. These RSUs will vest in three equal annual installments on March 15 of 2024, 2025 and 2026. (5)These amounts represent the annual equity grant to our executives in the form of SARs, as more fully described in Elements of Our Compensation Packages above. These SARs will vest in three equal annual installments on March 15 of 2024, 2025 and 2026. (6)In connection with our entry into the 2022 Nair Agreement, Mr. Nair received the Sign-on LILAB Award, which was split into three installments. The first two installments vested on July 28, 2022 and March 15, 2023. The final installment, consisting of 312,500 PSUs, would vest on March 15, 2024, subject to the compensation committee’s determination that Mr. Nair’s performance met or exceeded the compensation committee’s expectations for 2023, as more fully described in Elements of Our Compensation Packages above.

  35. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The table below sets forth certain information concerning options, SARs, PSARs, PSUs and RSUs held by our NEOs at December 31, 2023.

  36. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Balan Nair | | | | | | | | | | | | LILA | | | | | | | | | | | | | 5/1/2017 | 7,120 | — | — | 21.43 | 5/1/2024 | — | — | — | — | | | 1/2/2018 | 200,000 | — | — | 21.58 | 1/2/2025 | — | — | — | — | | | 5/1/2018 | 115,740 | — | — | 18.63 | 5/1/2025 | — | — | — | — | | | 4/1/2019 | 122,827 | — | — | 19.91 | 5/1/2026 | — | — | — | — | | | 3/13/2020 | 220,734 | — | — | 10.42 | 3/16/2027 | — | — | — | — | | (1) | 5/12/2021 | — | — | — | — | — | 31,085 | 217,750 | — | — | | (1) | 5/12/2021 | 130,574 | 65,286 | — | 14.00 | 3/16/2031 | — | — | — | — | | (2) | 5/12/2021 | — | — | 1,000,000 | 14.00 | 3/16/2031 | — | — | — | — | | (3) | 3/11/2022 | — | — | — | — | — | 90,278 | 632,397 | — | — | | (3) | 3/11/2022 | 100,239 | 200,478 | — | 9.69 | 3/16/2032 | — | — | — | — | | (3) | 7/28/2022 | — | — | — | — | — | 6,944 | 48,643 | — | — | | (3) | 7/28/2022 | 7,712 | 15,420 | — | 9.69 | 3/16/2032 | — | — | — | — | | (4) | 3/15/2023 | — | — | — | — | — | 1,905 | 13,345 | — | — | | (5) | 3/20/2023 | — | — | — | — | — | 180,348 | 1,263,338 | — | — | | (5) | 3/20/2023 | — | 348,474 | — | 7.81 | 3/20/2033 | — | — | — | — | | LILAB | | | | | | | | | | | | (6) | 3/20/2023 | — | — | — | — | — | — | — | 312,500 | 2,500,000 | | LILAK | | | | | | | | | | | | | 5/1/2017 | 14,240 | — | — | 21.84 | 5/1/2024 | — | — | — | — | | | 1/2/2018 | 400,000 | — | — | 21.39 | 1/2/2025 | — | — | — | — | | | 5/1/2018 | 231,480 | — | — | 18.24 | 5/1/2025 | — | — | — | — | | | 4/1/2019 | 245,654 | — | — | 20.03 | 5/1/2026 | — | — | — | — | | | 3/13/2020 | 441,468 | — | — | 10.48 | 3/16/2027 | — | — | — | — | | (1) | 5/12/2021 | — | — | — | — | — | 62,171 | 436,130 | — | — | | (1) | 5/12/2021 | 261,146 | 130,573 | — | 14.10 | 3/16/2031 | — | — | — | — | | (2) | 5/12/2021 | — | — | 2,000,000 | 14.10 | 3/16/2031 | — | — | — | — | | (3) | 3/11/2022 | — | — | — | — | — | 180,556 | 1,266,600 | — | — | | (3) | 3/11/2022 | 200,478 | 400,956 | — | 9.63 | 3/16/2032 | — | — | — | — | | (3) | 7/28/2022 | — | — | — | — | — | 13,888 | 97,424 | — | — | | (3) | 7/28/2022 | 15,422 | 30,842 | — | 9.63 | 3/16/2032 | — | — | — | — | | (4) | 3/15/2023 | — | — | — | — | — | 3,811 | 26,734 | — | — | | (5) | 3/20/2023 | — | — | — | — | — | 360,696 | 2,530,282 | — | — | | (5) | 3/20/2023 | — | 696,948 | — | 7.78 | 3/20/2033 | — | — | — | — |

  37. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Christopher Noyes | | | | | | | | | | | | LILA | | | | | | | | | | | | | 5/1/2017 | 13,170 | — | — | 21.43 | 5/1/2024 | — | — | — | — | | | 1/2/2018 | 11,854 | — | — | 21.58 | 1/2/2025 | — | — | — | — | | | 5/1/2018 | 28,935 | — | — | 18.63 | 5/1/2025 | — | — | — | — | | | 4/1/2019 | 28,345 | — | — | 19.91 | 5/1/2026 | — | — | — | — | | | 3/13/2020 | 50,939 | — | — | 10.42 | 3/16/2027 | — | — | — | — | | (1) | 5/12/2021 | — | — | — | — | — | 11,956 | 83,752 | — | — | | (1) | 5/12/2021 | 50,221 | 25,110 | — | 14.00 | 3/16/2031 | — | — | — | — | | (2) | 5/12/2021 | — | — | 100,000 | 14.00 | 3/16/2031 | — | — | — | — | | (3) | 3/11/2022 | — | — | — | — | — | 34,722 | 243,228 | — | — | | (3) | 3/11/2022 | 38,554 | 77,106 | — | 9.69 | 3/16/2032 | — | — | — | — | | (4) | 3/15/2023 | — | — | — | — | — | 952 | 6,669 | — | — | | (5) | 3/20/2023 | — | — | — | — | — | 62,189 | 435,634 | — | — | | (5) | 3/20/2023 | — | 120,163 | — | 7.81 | 3/20/2033 | — | — | — | — | | LILAK | | | | | | | | | | | | | 5/1/2017 | 26,340 | — | — | 21.84 | 5/1/2024 | — | — | — | — | | | 1/2/2018 | 23,708 | — | — | 21.39 | 1/2/2025 | — | — | — | — | | | 5/1/2018 | 57,870 | — | — | 18.24 | 5/1/2025 | — | — | — | — | | | 4/1/2019 | 56,690 | — | — | 20.03 | 5/1/2026 | — | — | — | — | | | 3/13/2020 | 101,878 | — | — | 10.48 | 3/16/2027 | — | — | — | — | | (1) | 5/12/2021 | — | — | — | — | — | 23,912 | 167,743 | — | — | | (1) | 5/12/2021 | 100,442 | 50,220 | — | 14.10 | 3/16/2031 | — | — | — | — | | (2) | 5/12/2021 | — | — | 200,000 | 14.10 | 3/16/2031 | — | — | — | — | | (3) | 3/11/2022 | — | — | — | — | — | 69,444 | 487,150 | — | — | | (3) | 3/11/2022 | 77,108 | 154,212 | — | 9.63 | 3/16/2032 | — | — | — | — | | (4) | 3/15/2023 | — | — | — | — | — | 1,905 | 13,364 | — | — | | (5) | 3/20/2023 | — | — | — | — | — | 124,378 | 872,512 | — | — | | (5) | 3/20/2023 | — | 240,326 | — | 7.78 | 3/20/2033 | — | — | — | — | | Aamir Hussain | | | | | | | | | | | | LILA | | | | | | | | | | | | (2) | 4/18/2022 | — | — | 100,000 | 10.75 | 4/19/2032 | — | — | — | — | | (3) | 4/18/2022 | — | — | — | — | — | 31,250 | 218,906 | — | — | | (3) | 4/18/2022 | 34,698 | 69,396 | — | 10.75 | 4/19/2032 | — | — | — | — | | (4) | 3/15/2023 | — | — | — | — | — | 714 | 5,002 | — | — | | (5) | 3/20/2023 | — | — | — | — | — | 55,970 | 392,070 | — | — | | (5) | 3/20/2023 | — | 108,147 | — | 7.81 | 3/20/2033 | — | — | — | — | | LILAK | | | | | | | | | | | | (2) | 4/18/2022 | — | — | 200,000 | 10.70 | 4/19/2032 | — | — | — | — | | (3) | 4/18/2022 | — | — | — | — | — | 62,500 | 438,438 | — | — |

  38. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | (3) | 4/18/2022 | 69,396 | 138,792 | — | 10.70 | 4/19/2032 | — | — | — | — | | (4) | 3/15/2023 | — | — | — | — | — | 1,429 | 10,024 | — | — | | (5) | 3/20/2023 | — | — | — | — | — | 111,940 | 785,259 | — | — | | (5) | 3/20/2023 | — | 216,294 | — | 7.78 | 3/20/2033 | — | — | — | — | | Rocio Lorenzo | | | | | | | | | | | | LILA | | | | | | | | | | | | (2) | 7/16/2021 | — | — | 100,000 | 13.53 | 7/17/2031 | — | — | — | — | | (7) | 7/16/2021 | — | — | — | — | — | 7,194 | 50,394 | — | — | | (7) | 7/16/2021 | 32,310 | 16,155 | — | 13.53 | 7/17/2031 | — | — | — | — | | (3) | 3/11/2022 | — | — | — | — | — | 20,832 | 145,928 | — | — | | (3) | 3/11/2022 | 23,132 | 46,264 | — | 9.69 | 3/16/2032 | — | — | — | — | | (4) | 3/15/2023 | — | — | — | — | — | 952 | 6,669 | — | — | | (5) | 3/20/2023 | — | — | — | — | — | 37,313 | 261,378 | — | — | | (5) | 3/20/2023 | — | 72,098 | — | 7.81 | 3/20/2033 | — | — | — | — | | LILAK | | | | | | | | | | | | (2) | 7/16/2021 | — | — | 200,000 | 13.57 | 7/17/2031 | — | — | — | — | | (7) | 7/16/2021 | — | — | — | — | — | 14,388 | 100,932 | — | — | | (7) | 7/16/2021 | 64,620 | 32,310 | — | 13.57 | 7/17/2031 | — | — | — | — | | (3) | 3/11/2022 | — | — | — | — | — | 41,666 | 292,287 | — | — | | (3) | 3/11/2022 | 46,264 | 92,528 | — | 9.63 | 3/16/2032 | — | — | — | — | | (4) | 3/15/2023 | — | — | — | — | — | 1,905 | 13,364 | — | — | | (5) | 3/20/2023 | — | — | — | — | — | 74,626 | 523,501 | — | — | | (5) | 3/20/2023 | — | 144,196 | — | 7.78 | 3/20/2033 | — | — | — | — | | John Winter | | | | | | | | | | | | LILA | | | | | | | | | | | | | 5/1/2017 | 1,068 | — | — | 21.43 | 5/1/2024 | — | — | — | — | | | 1/2/2018 | 11,854 | — | — | 21.58 | 1/2/2025 | — | — | — | — | | | 5/1/2018 | 24,112 | — | — | 18.63 | 5/1/2025 | — | — | — | — | | | 4/1/2019 | 23,621 | — | — | 19.91 | 5/1/2026 | — | — | — | — | | | 3/13/2020 | 42,449 | — | — | 10.42 | 3/16/2027 | — | — | — | — | | (1) | 5/12/2021 | — | — | — | — | — | 9,564 | 66,996 | — | — | | (1) | 5/12/2021 | 40,177 | 20,088 | — | 14.00 | 3/16/2031 | — | — | — | — | | (2) | 5/12/2021 | — | — | 100,000 | 14.00 | 3/16/2031 | — | — | — | — | | (3) | 3/11/2022 | — | — | — | — | — | 27,778 | 194,585 | — | — | | (3) | 3/11/2022 | 30,844 | 61,684 | — | 9.69 | 3/16/2032 | — | — | — | — | | (4) | 3/15/2023 | — | — | — | — | — | 952 | 6,669 | — | — | | (5) | 3/20/2023 | — | — | — | — | — | 49,751 | 348,506 | — | — | | (5) | 3/20/2023 | — | 96,131 | — | 7.81 | 3/20/2033 | — | — | — | — | | LILAK | | | | | | | | | | | | | 5/1/2017 | 2,136 | — | — | 21.84 | 5/1/2024 | — | — | — | — | | | 1/2/2018 | 23,708 | — | — | 21.39 | 1/2/2025 | — | — | — | — | | | 5/1/2018 | 48,224 | — | — | 18.24 | 5/1/2025 | — | — | — | — | | | 4/1/2019 | 47,242 | — | — | 20.03 | 5/1/2026 | — | — | — | — | | | 3/13/2020 | 84,898 | — | — | 10.48 | 3/16/2027 | — | — | — | — | | (1) | 5/12/2021 | — | — | — | — | — | 19,129 | 134,190 | — | — | | (1) | 5/12/2021 | 80,354 | 40,176 | — | 14.10 | 3/16/2031 | — | — | — | — |

  39. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | (2) | 5/12/2021 | — | — | 200,000 | 14.10 | 3/16/2031 | — | — | — | — | | (3) | 3/11/2022 | — | — | — | — | — | 55,556 | 389,725 | — | — | | (3) | 3/11/2022 | 61,686 | 123,370 | — | 9.63 | 3/16/2032 | — | — | — | — | | (4) | 3/15/2023 | — | — | — | — | — | 1,905 | 13,364 | — | — | | (5) | 3/20/2023 | — | — | — | — | — | 99,502 | 698,007 | — | — | | (5) | 3/20/2023 | — | 192,262 | — | 7.78 | 3/20/2033 | — | — | — | — |

  40. Outstanding Equity Awards at Fiscal Year-End

    (1)Vests in 1 remaining annual installment on March 15, 2024. (2)Represents the target number of LILA and LILAK shares underlying PSARs that may be earned pursuant to the Phoenix Awards. The Phoenix Awards are subject to the achievement of individual performance objectives in each of the years 2021, 2022, and 2023, or in the case of Mr. Hussain, during 2022 and 2023. On February 22, 2024, the compensation committee determined that the PSARs were earned and approved vesting of the PSARs on March 15, 2024. (3)Vests in 2 remaining annual installments on March 15 of 2024 and 2025. (4)Vested on March 1, 2024. (5)Vests in 3 remaining annual installments on March 15 of 2024, 2025 and 2026. (6)Represents the target number of LILAB shares underlying Mr. Nair’s Sign-on LILAB PSUs that were subject to achievement of his individual performance objectives during 2023. On March 12, 2024, the compensation committee determined to vest 50% of the target award (or 156,250 LILAB PSUs) on March 15, 2024 and to condition vesting of the remaining 50% of the target award on 2024 performance. If earned, the remaining 50% of the target award will vest on March 15, 2025. (7)Vests in 1 remaining annual installment on August 1, 2024.

  41. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The table below sets forth certain information concerning the vesting of our named executive officers’ PSUs and RSUs and the shares paid to them in respect of the 2022 annual bonus program during the year ended December 31, 2023.

  42. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($) | | Balan Nair | | | | | | LILA | — | — | 105,995 | 858,148 | | LILAB | — | — | 187,500 | 1,503,750 | | LILAK | — | — | 211,994 | 1,704,935 | | Christopher Noyes | | | | | | LILA | — | — | 40,097 | 323,883 | | LILAK | — | — | 80,196 | 643,349 | | Aamir Hussain | | | | | | LILA | — | — | 21,342 | 171,163 | | LILAK | — | — | 42,686 | 339,781 | | Rocio Lorenzo | | | | | | LILA | — | — | 27,664 | 225,869 | | LILAK | — | — | 55,327 | 448,269 | | John Winter | | | | | | LILA | — | — | 33,505 | 270,483 | | LILAK | — | — | 67,012 | 537,253 |

  43. Option Exercises and Stock Vested

    (1)Includes shares withheld in payment of withholding taxes at election of holder.

  44. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The Deferred Compensation Plan was approved by the compensation committee in March 2018 and became effective on May 1, 2018. Officers of Liberty LA, which include our NEOs may participate in the Deferred Compensation Plan. Each designated participant may elect to defer all or any portion of his or her (1) annual performance award, (2) annual salary up to limits specified by the compensation committee (currently 90%) and (3) award, if any, under a current or future multi-year performance award arrangement. Compensation deferred under the Deferred Compensation Plan prior to 2022 will be credited with interest initially at the rate of 8.5% per year, compounded daily (the credited interest fund). In setting the interest rate, the compensation committee reviews data on the implied yields of our significant bank debt and outstanding bonds, as well as credit market conditions. The compensation committee reserved the right to change the interest rate in the future, provided that any decreases in the rate will apply only to deferred elections that become irrevocable after the new rate is set, and in fact, reduced the interest rate to 8.0% per year, compounded daily, for compensation deferred in 2022 and 2023. For compensation deferred in 2024, the compensation committee increased the interest rate to 9.5%. Deferred equity awards will not be credited with interest, but will be adjusted for splits, combinations, dividends or distributions. If the compensation committee approves the establishment of one or more phantom investment funds for purposes of the Deferred Compensation Plan, a participant may, but will not be obligated to, elect one or more of such phantom investment funds as the measurement fund for the purpose of calculating notional earnings, losses and other relevant amounts to be credited to or deducted from all or a portion of his or her deferred compensation instead of the credited interest fund. The Deferred Compensation Plan provides the compensation committee with the discretion to terminate the Deferred Compensation Plan within 12 months of certain change in control events and distribute each participant’s account balance. Otherwise, the amount of compensation deferred will be distributed in a lump sum or in up to three installments upon the date or dates selected by the participant, or in up to five equal annual installments, or in a lump sum when the participant ceases to be an employee of our company. At the participant’s request, if the compensation committee determines that such participant has suffered a financial hardship, it may authorize immediate distribution of all or a portion of his or her account balance. The compensation committee has reserved the right to terminate the Deferred Compensation Plan at any time. Such an optional termination will not result in accelerated distributions. Our NEOs were eligible to participate under the Deferred Compensation Plan during 2023. Messrs. Nair, Noyes and Winter, each a U.S. taxpayer as of December 31, 2023, have deferred compensation under the Deferred Compensation Plan. The table below sets forth certain information concerning the deferred compensation of these officers at year end 2023.

  45. Nonqualified Deferred Compensation

    | Name | Company Plan | Executive contributions in 2023 ($)(1) | Registrant contributions in 2023 ($) | Aggregate earnings in 2023 ($)(1) | Aggregate withdrawals/ distributions ($) | Aggregate balance at 12/31/23 ($)(1) | | Balan Nair | LLA | 955,000 | — | 281,297 | 1,750,562 | 3,415,947 | | | LG | — | — | — | — | — | | Christopher Noyes | LLA | — | — | 5,631 | 785,430 | — | | | LG | — | — | — | — | — | | John Winter | LLA | — | — | 62,703 | 302,088 | 745,025 | | | LG(2) | — | — | 6,559 | — | 80,495 |

  46. Nonqualified Deferred Compensation

    (1)These totals include amounts deferred by such executive in fiscal year 2023 and the following above-market earnings that were credited to the named executive officer’s deferred compensation account during 2023:

  47. Nonqualified Deferred Compensation

    | Name | Company Plan | 2023 Above-market Earnings ($) | | Balan Nair | LLA | 43,767 | | | LG | — | | Christopher Noyes | LLA | — | | | LG | — | | John Winter | LLA | 10,564 | | | LG | 1,105 |

  48. Nonqualified Deferred Compensation

    (2) Prior to the Split-Off, Mr. Winter were permitted to defer a portion of annual base salary and annual cash bonus under the Liberty Global, Inc. Deferred Compensation Plan (the LG Deferred Compensation Plan). Although such amounts relate to compensation while they were employed by Liberty Global prior to the Split-Off, we reimburse Liberty Global for the interest income that accrues on Mr. Winter’s accounts under the LG Deferred Compensation Plan, which was initially set at 8.5% per year, compounded daily, for amounts deferred by Mr. Winter during 2017.

  49. 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 us as of December 31, 2023. The Termination of Employment Table assumes that a change in control has not occurred. The Change in Control Table assumes that a change in control has occurred as of December 31, 2023. Certain of our plans and agreements provide benefits upon the occurrence of a change in control without regard to whether employment is terminated, whereas others have a “double trigger” requiring employment to be terminated for benefits to be realized. These are separately reflected in the Change in Control Table. The amounts provided in the tables are based on the assumptions stated below. The actual amounts may be different at the time of termination or change in control, as the case may be, due to various factors. In addition, we may enter into new arrangements or modify these arrangements from time to time. •Because the base price of each NEO’s SARs was more than the closing market price of LILA and LILAK shares, as applicable, on December 31, 2023, these SARs have been excluded from the tables below. RSUs and PSUs that would vest on an accelerated basis or continue to vest are valued using the applicable closing market price on December 29, 2023 (the last trading day of 2023). On December 29, 2023, the closing market price for LILA, LILAB and LILAK shares was as follows: •LILA shares: $7.31 •LILAB shares: $8.00 •LILAK shares: $7.34 The termination provisions of the 2022 Nair Agreement and of the employment agreements with each of our other NEOs are described under —Employment and Other Agreements above. The Incentive Plan and the Transition Plan are described under —Incentive Plans above. In addition to such descriptions, additional information on the termination and/or change in control provisions of these plans and agreements is provided below. The Deferred Compensation Plan provides that the amount of compensation deferred will be distributed in a lump sum or in up to three installments upon the date or dates selected by the participant, or in up to five equal annual installments, or in a lump sum when the participant ceases to be an employee of our company, including in each of the termination of employment scenarios described below. The Deferred Compensation Plan also provides for a payout of the account balance when a participant ceases to be an employee due to death or disability.

  50. CEO Pay Ratio

    CEO Pay Ratio We are a global company that employs approximately 10,600 people (on a full-time and part-time equivalent basis at year-end 2023) in approximately 40 markets, with a majority of our work force located outside the U.S. 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 the respective country and local employment markets. 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 the year ended December 31, 2023: •The annual total compensation of the employee identified as the median of our company (other than our CEO) was $45,344. •The annual total compensation of the CEO for purposes of determining the CEO Pay Ratio was $16,161,952. Based on the above, our 2023 CEO to median employee pay ratio is 356:1. This pay ratio is an 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. The same median employee was used for 2023, as allowed under Regulation S-K item 402(u), which allows companies to use the same median employee (or comparable employee) for up to three years, with refreshed compensation data for the median employee for the respective reporting year if a company’s compensations programs for its employee population has not significantly changed. We identified our median employee by collecting payroll data of our employee population on December 31, 2021, consisting of salary and wages (including overtime) and annual bonus amounts. At that time, our employee population consisted 2.97% U.S. employees and 97.03% non-U.S. employees. We annualized the compensation of all newly hired permanent and part-time 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.

  51. Pay versus Performance

    Pay versus Performance The following table sets forth information concerning the total compensation of our NEOs as reported in the Summary Compensation Table, compensation actually paid as defined in Regulation S-K Item 402(v) and our financial performance for fiscal years 2023, 2022, 2021 and 2020. “Compensation actually paid” has been calculated in accordance with Regulation S-K Item 402(v) and differs from Total Compensation as reported in the Summary Compensation Table during 2020, 2021, 2022 and 2023. References to “PEO” in the table below are to Mr. Nair, who has been our President and Chief Executive Officer since the Split-off was completed in December 2017. For further information concerning our variable pay-for-performance philosophy and how we design our executive compensation program to motivate our executives to achieve our company performance objectives and also reward individual performance, see —Compensation Discussion and Analysis above.

  52. Pay versus Performance Table

    Pay versus Performance Table

  53. Pay versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Total Shareholder Return | | Peer Group Total Shareholder Return | Net Income (in millions) | Consolidated Adjusted OFCF (in millions) | | (a) | ($)(b) | ($)(c) | ($)(d)(1) | ($)(e) | LILA ($)(f)(2) | LILAK ($)(g)(2) | ($)(h)(2) | ($)(i) | ($)(j)(3) | | 2023 | 16,161,952 | 14,550,211(4) | 3,799,987 | 3,421,769(5) | 40.21 | 40.09 | 101.19 | (86.8) | 973.0 | | 2022 | 15,745,617 | 6,402,860 | 4,131,692 | 2,423,503 | 41.42 | 41.51 | 92.13 | (207.8) | 930.0 | | 2021 | 37,576,803 | 31,662,646 | 6,226,351 | 5,596,550 | 64.13 | 62.27 | 115.30 | (490.6) | 961.0 | | 2020 | 16,478,363 | 4,646,463 | 3,768,484 | 1,346,056 | 61.22 | 60.58 | 118.31 | (809.0) | 819.0 |

  54. Pay versus Performance Table

    (1) The dollar amounts reported in column (d) represent the average of the amounts reported for our named executive officers as a group (excluding Mr. Nair, who has served as our CEO since 2017) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Nair) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023 and 2022, Christopher Noyes, Aamir Hussain, Rocio Lorenzo and John Winter; (ii) for 2021, Christopher Noyes, Betzalel Kenigsztein, Vivek Khemka, Rocio Lorenzo and John Winter; and (iii) for 2020, Christopher Noyes, Betzalel Kenigsztein, Vivek Khemka and John Winter. (2) The total shareholder return (TSR) in columns (f), (g) and (h) compares the changes in the cumulative TSR on our LILA and LILAK shares from market close on December 31, 2019 to December 31 of each of 2020, 2021, 2022 and 2023, to the change in the cumulative TSR of the MSCI Emerging Markets NTR Index, which is our peer group index in the 2023 Form 10-K (assuming reinvestment of dividends, where applicable, and that $100 was invested at the market close on December 31, 2019). (3) Consolidated adjusted OFCF is OFCF as adjusted each year in accordance with our annual bonus program and for certain other unbudgeted events that the compensation committee, in its discretion and consistent with past practice, determined distorted performance against the financial performance metrics. Historically, OFCF adjustments apply foreign currency exchange rates for the covered year to our OFCF for the immediately preceding year and include the impact of acquisitions, dispositions, volcanic activity, hurricanes, earthquakes and power outages. OFCF is defined as (i) operating income before depreciation and amortization, share-based compensation, provisions and provision releases related to significant litigation and impairment, restructuring and other operating items, less (ii) property and equipment additions. Other operating items include (i) gains and losses on the disposition of long-lived assets, (ii) third-party costs directly associated with successful and unsuccessful acquisitions and dispositions, including legal, advisory and due diligence fees, as applicable, and (iii) other acquisition-related items, such as gains and losses on the settlement of contingent consideration. (4) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Nair, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to Mr. Nair’s total compensation for 2023 to determine the compensation actually paid. With respect to equity award adjustments for 2023 as disclosed in the table below, the valuation assumptions used to calculate the fair values did not materially differ from those disclosed at the time of grant.

  55. Pay versus Performance Table

    | | 2023 ($) | | Summary Compensation Table (SCT) Total Compensation | 16,161,952 | | Less: Stock Award Values Reported in SCT for the Covered Year | 8,196,987 | | Less: Option Award Values Reported in SCT for the Covered Year | 4,736,240 | | Plus: Fair Value of Equity Awards Granted in the Covered Year and Outstanding and Unvested at End of Covered Year | 10,913,012 | | Plus: Fair Value as of Vesting Date of Equity Awards Granted and Vested in Covered Year | 365,005 | | Plus/Less: Change in Fair Value of Outstanding Unvested Equity Awards from Prior Years | (1,055,488) | | Plus/Less: Change in Fair Value of Equity Awards from Prior Years that Vested in the Covered Year | 1,098,956 | | Less: Fair Value of Equity Awards Forfeited during the Covered Year | 0 | | Plus: Value of Dividends or other Earnings Paid on Equity Awards | 0 | | Compensation Actually Paid | 14,550,211 |

  56. Pay versus Performance Table

    (5) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs identified in footnote 1 as a group (excluding Mr. Nair), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to average total compensation for the NEOs as a group (excluding Mr. Nair) for 2023 to determine the compensation actually paid, using the same methodology described above in footnote 1. With respect to equity award adjustments for 2023 as disclosed in the table below, the valuation assumptions used to calculate the fair values did not materially differ from those disclosed at the time of grant.

  57. Pay versus Performance Table

    | | 2023 Average ($) | | SCT Total Compensation | 3,799,987 | | Less: Stock Award Values Reported in SCT for the Covered Year | 1,523,123 | | Less: Option Award Values Reported in SCT for the Covered Year | 1,347,424 | | Plus: Fair Value of Equity Awards Granted in the Covered Year and Outstanding and Unvested at End of Covered Year | 2,401,067 | | Plus: Fair Value as of Vesting Date of Equity Awards Granted and Vested in Covered Year | 171,097 | | Plus/Less: Change in Fair Value of Outstanding Unvested Equity Awards from Prior Years | (153,874) | | Plus/Less: Change in Fair Value of Equity Awards from Prior Years that Vested in the Covered Year | 74,040 | | Less: Fair Value of Equity Awards Forfeited during the Covered Year | 0 | | Plus: Value of Dividends or other Earnings Paid on Equity Awards | 0 | | Compensation Actually Paid | 3,421,769 |

  58. Pay versus Performance Table

    We believe our performance-based compensation program provides the opportunity to reward our NEOs and other senior management for contributing to annual and long-term financial, operational, and share price performance. The majority of our NEOs’ compensation is aligned with shareholder interests and delivered in the form of annual performance bonuses and multi-year performance-based equity incentive awards in the form of SARs and PSARs, which are tied to share price appreciation and to company or individual performance. The financial performance measures used by our company to link compensation actually paid to our NEOs for 2023 to our performance were:

  59. Pay versus Performance Table

    | Most Important Financial Measures for 2023 | | •Consolidated adjusted OFCF | | •Revenue | | •Adjusted free cash flow |

  60. Pay versus Performance Table

    Our NEOs’ 2023 annual bonuses were subject to achievement of the consolidated adjusted OFCF and revenue financial performance measures in the table above, as well as one other non-financial performance measure. For 2023, consolidated adjusted OFCF and revenue were weighted 60% and 25%, respectively, in our annual bonus program. See —Compensation Discussion and Analysis—Elements of Our Compensation Packages—Design of 2023 Annual Bonus Program and 2023 Performance above for additional information about the relationship between our financial performance and the annual bonuses paid to our NEOs for 2023, as well as our performance on non-financial performance measures and how it impacted our NEOs’ 2023 compensation. In addition, consolidated adjusted OFCF, revenue and adjusted free cash flow were three of the 2023 performance metrics for Mr. Nair’s LILAB PSU award, along with other non-financial performance metrics. See —Compensation Discussion and Analysis—Elements of Our Compensation Packages—Equity Incentive Awards—CEO Award of LILAB PSUs above for additional information about the relationship between our 2023 performance and Mr. Nair’s LILAB PSU award. We view consolidated adjusted OFCF as the most important financial measure linking our NEOs’ compensation actually paid to our performance, with performance on that measure accounting for 50%, 50%, 45% and 60% of our annual bonus program for 2020, 2021, 2022 and 2023, respectively. Accordingly, the graph below reflects general alignment between our consolidated adjusted OFCF and compensation actually paid to Mr. Nair and our other NEOs for 2020 through 2023. As required by Item 402(v) of Regulation S-K, we are also presenting the graph below which compares the compensation actually paid to Mr. Nair and our other NEOs to the TSRs of our LILA and LILAK shares. This graph also compares the TSRs of our LILA and LILAK shares to the TSR of the MSCI Emerging Markets NTR Index, which is our peer group index in the 2023 Form 10-K. The TSRs reflected in the chart below assume reinvestment of dividends, where applicable, and that $100 was invested at the market close on December 31, 2019. The following graph compares Mr. Nair and our NEOs’ compensation actually paid to our net income for 2020, 2021, 2022 and 2023, as required by Item 402(v) of Regulation S-K.

  61. Director Compensation

    Director Compensation Set forth below is a description of the compensation for our non-employee directors. Our directors are also entitled to the benefit of our policy on personal usage of our aircraft set forth above under —Aircraft Policy.

  62. 2023 Compensation of Directors

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

  63. 2023 Compensation of Directors

    | Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | Option Awards ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Michael T. Fries | — | — | — | — | — | 462,725 | | LILA | — | 153,802 | — | | 2,500 | | | LILAK | — | 306,423 | — | | | | | Alfonso de Angoitia Noriega | 110,000(4) | — | — | 195 | — | 260,533 | | LILA | — | 48,570 | — | | 5,000 | | | LILAK | — | 96,768 | — | | | | | Charles H.R. Bracken | 100,000 | — | — | — | — | 250,338 | | LILA | — | 48,570 | — | | 5,000 | | | LILAK | — | 96,768 | — | | | | | Miranda Curtis | 130,000 | — | — | — | — | 277,838 | | LILA | — | 48,570 | — | | 2,500 | | | LILAK | — | 96,768 | — | | | | | Paul A. Gould | 130,000(5) | — | — | 2,941 | — | 280,779 | | LILA | — | 48,570 | — | | 2,500 | | | LILAK | — | 96,768 | — | | | | | Roberta S. Jacobson | 100,000 | — | — | — | — | 250,338 | | LILA | — | 48,570 | — | | 5,000 | | | LILAK | — | 96,768 | — | | | | | Brendan Paddick | 110,000(6) | — | — | — | — | 260,338 | | LILA | — | 48,570 | — | | 5,000 | | | LILAK | — | 96,768 | — | | | | | Daniel E. Sanchez | 100,000 | — | — | — | — | 247,838 | | LILA | — | 48,570 | — | | 2,500 | | | LILAK | — | 96,768 | — | | | | | Eric L. Zinterhofer | 110,000(7) | — | — | — | — | 260,338 | | LILA | — | 48,570(8) | — | | 5,000 | | | LILAK | — | 96,768(8) | — | | | |

  64. 2023 Compensation of Directors

    (1)Mr. Nair, our President and CEO, does not receive any additional compensation as a director. For information on Mr. Nair’s compensation, see —Summary Compensation Table above. (2)The dollar amounts in the table reflect the grant date fair value of share awards and RSUs related to LILA shares and LILAK shares at the time of grant in accordance with ASC 718. For a description of the assumptions used in these calculations, see Notes 3 and15 to our consolidated financial statements for the year ended December 31, 2023, which are included in the 2023 Form 10-K. (3)At December 31, 2023, our current non-employee directors had the following awards outstanding:

  65. 2023 Compensation of Directors

    | Name | Class | Options (#) (a) | Restricted Shares/RSUs (#) | | Michael T. Fries | LILA | 195,147 | 19,693 | | | LILAK | 390,293 | 39,386 | | Alfonso de Angoitia Noriega | LILA | — | 6,219 | | | LILAK | — | 12,438 | | Charles H.R. Bracken | LILA | 30,828 | 6,219 | | | LILAK | 61,656 | 12,438 | | Miranda Curtis | LILA | 894 | 6,219 | | | LILAK | 1,788 | 12,438 | | Paul A. Gould | LILA | 894 | 6,219 | | | LILAK | 1,788 | 12,438 | | Roberta S. Jacobson | LILA | — | 6,219 | | | LILAK | — | 12,438 | | Brendan Paddick | LILA | — | 6,219 | | | LILAK | — | 12,438 | | Daniel E. Sanchez | LILA | — | 6,219 | | | LILAK | — | 12,438 | | Eric L. Zinterhofer | LILA | — | 6,219 | | | LILAK | — | 12,438 |

  66. 2023 Compensation of Directors

    a.Includes shares that are subject to options or SARs, reported on a gross basis. (4) Includes approximately $52,912 that Mr. Angoitia Noriega received in our common shares in lieu of cash. (5) Includes approximately $129,952 that Mr. Gould received in our common shares in lieu of cash. (6) Includes approximately $103,658 that Mr. Paddick received in our common shares in lieu of cash. (7) Includes approximately $109,978 that Mr. Zinterhofer received in our common shares in lieu of cash. Mr. Zinterhofer transferred such amounts to Searchlight Capital Partners, LP. (8) Mr. Zinterhofer transferred all of the common shares that he received to affiliates of Searchlight Capital Partners, LP.