Diana M. Murphy
About Diana M. Murphy
Independent director of Atlanta Braves Holdings (BATRA) since July 2023; age 68. She chairs the Nominating & Corporate Governance Committee and serves on the Audit and Compensation Committees; the Board has designated her an “audit committee financial expert.” Her background spans operating, investing, and nonprofit leadership: Managing Director at Rocksolid Holdings (since 2007), senior roles at Tribune Media and The Baltimore Sun, Managing Director at Chartwell Capital Management, Managing Director of the Georgia Research Alliance Venture Fund, and President of the USGA (2016–2018) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rocksolid Holdings, LLC | Managing Director | 2007–present | Investor/operator experience |
| Tribune Media Company | Various management roles incl. SVP | 1979–1992 | Media operating experience |
| The Baltimore Sun Company | Management | 1992–1995 | Media operating experience |
| Chartwell Capital Management, Inc. | Managing Director | 1997–2007 | Buy-side investing leadership |
| Georgia Research Alliance Venture Fund | Managing Director | 2012–2016 | Venture investing leadership |
| United States Golf Association | President | 2016–2018 | National governance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Landstar System, Inc. | Non-Executive Chairman | 1998–present | Logistics, board chair experience |
| Synovus Financial Corp. | Director | 2017–present | Banking, risk oversight |
| American International Group, Inc. | Director | Mar 2023–present | Insurance, risk management |
| CTS Corporation | Director (former) | 2010–2020 | Technology manufacturing |
Board Governance
- Independence and roles: Board determined Murphy is independent; she chairs Nominating & Corporate Governance and serves on Audit and Compensation. She is designated an “audit committee financial expert,” reinforcing financial oversight competency .
- Engagement: 2024 meeting cadence—Board: 4 meetings; Audit: 5; Compensation: 2; Nominating & Corporate Governance: 1. Overall director attendance exceeded 95% across Board and committees; independent directors held two executive sessions without management .
- Risk oversight: Audit oversees financial, cyber, conflicts; Compensation oversees pay/human capital risks; Nominating & Governance oversees board composition, governance guidelines, and ownership guideline compliance .
- Voting context: Chair/CEO Terence McGuirk controls ~44.1% of votes for director elections and auditor ratification via a proxy/voting agreement with Malone LLC (Series B shares), concentrating voting power; oversight of related-party arrangements remains with independent Audit Committee .
Board & Committee Meetings (2024)
| Body | Meetings | Notes |
|---|---|---|
| Board of Directors | 4 | >95% director attendance |
| Audit Committee | 5 | Murphy member; designated financial expert |
| Compensation Committee | 2 | Murphy member |
| Nominating & Corporate Governance Committee | 1 | Murphy chair |
Fixed Compensation (Nonemployee Director – 2024)
| Component | Amount/Terms | Evidence |
|---|---|---|
| Annual director fee | $210,000; paid 50% cash, 50% in RSUs (one-year vest) | |
| Committee fees (member) | Audit: $15,000; Compensation: $10,000; Nominating & Gov: $10,000 | |
| Committee chair fees | Audit: $25,000; Compensation: $15,000; Nominating & Gov: $15,000 | |
| Murphy’s 2024 cash paid | $145,000 (cash retainer $105,000 + committee fees: N&G chair $15,000 + Audit member $15,000 + Comp member $10,000) | |
| Murphy’s 2024 stock awards | $105,000 (RSUs) | |
| Director RSU grant (service in 2024) | 2,625 BATRK RSUs granted 12/4/2024; vest 1 year |
Director compensation table (2024) for Murphy: cash $145,000; stock awards $105,000; total $250,000 .
Performance Compensation
- No performance-based director compensation is disclosed; director equity grants are time-based RSUs (one-year vest). The program does not link director pay to revenue, EBITDA, or TSR metrics .
Other Directorships & Interlocks
- Current public company boards: Landstar (Non-Exec Chairman), Synovus (Director), AIG (Director). Prior: CTS (Director). No related-party transactions involving Murphy are disclosed; related-party items in 2024–2025 involve aircraft time-sharing with an entity owned by McGuirk and service/facilities agreements with Liberty Media (reviewed/approved by the Audit Committee) .
Expertise & Qualifications
- Strategic planning, management development, risk management; audit committee financial expertise; experience across operating companies, investing, and nonprofit governance .
Equity Ownership
As of February 28, 2025:
| Security | Beneficial Ownership | Percent of Series | Notes |
|---|---|---|---|
| BATRA | — | — | No BATRA holdings reported |
| BATRB | — | — | No BATRB holdings reported |
| BATRK | 3,564 shares | <1% | Beneficial ownership as reported |
| BATRK stock options (exercisable within 60 days) | 5,210 | — | Listed as exercisable options |
| Pledged shares | None disclosed for Murphy | — | Pledging disclosure shows pledge only for another officer (Plant) |
| Hedging | None disclosed by any director/NEO as of 2/28/2025 | — | Hedging disclosure |
Shareholder Voting Signals (2025 Annual Meeting)
| Item | For | Withheld/Against | Abstain | Broker Non-Votes | Source |
|---|---|---|---|---|---|
| Elect Diana M. Murphy (Class II) | 14,337,391 | 1,111,063 | — | 3,080,075 | |
| Ratify KPMG (FY2025) | 18,447,374 | 66,858 | 14,297 | — |
Additional sentiment: At the 2024 annual meeting, say‑on‑pay support exceeded 98% (next say‑on‑pay expected in 2027 per 2024 frequency vote) .
Insider Trades (Form 4)
| Filing Date (Event Date) | Security | Transaction | Shares | Source |
|---|---|---|---|---|
| 2023-12-12 (2023-12-08) | BATRK | M – conversion/settlement (likely RSU vest) | 592 | |
| 2024-12-11 (2024-12-11) | BATRK | M – conversion/settlement (likely RSU vest) | 1,462 |
Governance Assessment
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Strengths:
- Independent; Chairs Nominating & Governance; member of Audit and Compensation; designated “audit committee financial expert,” bolstering oversight of financial reporting and controls .
- Strong engagement: Board/committee meeting cadence with >95% attendance; independent executive sessions held twice in 2024 .
- Ownership alignment: Time‑based RSU component; director stock ownership guidelines require ≥3× cash director fee within 5 years; beneficial ownership reported and no hedging by directors as of 2/28/2025 .
- No disclosed related‑party transactions involving Murphy; Compensation Committee reported no interlocks in 2024 .
-
Watch items:
- Concentrated voting power: Chair/CEO’s voting agreement controlled ~44.1% of votes for director elections and auditor ratification at 2025 meeting, diminishing minority stockholder influence on director elections .
- Related‑party exposure exists at the company level (e.g., aircraft time‑sharing with an entity owned by the Chair/CEO; services with Liberty Media), though these are reviewed/approved by the Audit Committee; no implication of Murphy’s involvement .
-
Net view: Murphy’s committee leadership and financial expertise enhance board effectiveness, with clear independence and attendance. Equity alignment exists via RSUs and ownership guidelines. Key governance risk stems from structural voting control at the issuer level rather than director‑specific conflicts .