Andrea L. Wong
Liberty MediaAbout Andrea L. Wong
Andrea L. Wong, age 58, is an independent Class II director of Liberty Media Corporation (FWONA/FWONK) serving since September 2011, with current committee memberships on Compensation and Nominating & Corporate Governance . The Board has affirmatively determined she is independent under Nasdaq and SEC criteria . Wong brings deep media and entertainment operating experience, including programming, production, brand enhancement, and marketing across Sony Pictures Television/Entertainment, Lifetime, and ABC/Disney .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sony Pictures Television Inc.; Sony Pictures Entertainment, Inc. | President, International Production (SPT); President, International (SPE) | Sep 2011 – Mar 2017 | Led international production and distribution strategy across global markets |
| Lifetime Entertainment Services | President & Chief Executive Officer | 2007 – Apr 2010 | Ran premium cable network; drove programming and brand initiatives |
| ABC, Inc. (The Walt Disney Company) | Executive Vice President | 2003 – 2007 | Senior programming and management responsibilities at a major broadcaster |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| QVC Group | Director | Apr 2010 – present; will step down at 2025 annual meeting | Liberty affiliate; stepping down in 2025 per proxy |
| Hudson Pacific Properties, Inc. | Director | Aug 2017 – present | Public REIT; technology/media real estate exposure |
| Roblox Corporation | Director | Aug 2020 – present | Public interactive entertainment platform |
| Oaktree Acquisition Corp. II | Former Director | Sep 2020 – Jun 2022 | Prior SPAC board service |
| Oaktree Acquisition Corp. | Former Director | Jul 2019 – Jan 2021 | Prior SPAC board service |
| Social Capital Hedosophia Holdings Corp. | Former Director | Sep 2017 – Oct 2019 | Prior SPAC board service |
| Hudson’s Bay Company | Former Director | Sep 2014 – Mar 2020 | Retail/real estate company |
Board Governance
- Committee assignments: Member, Compensation (6 meetings in 2024); Member, Nominating & Corporate Governance (4 meetings in 2024). Committee chairs: Compensation—M. Ian G. Gilchrist; Nominating & Corporate Governance—Robert R. Bennett .
- Independence: Confirmed; current independent directors include Wong, Bennett, Deevy, Gilchrist, Romrell .
- Board activity: Full Board met 6 times in 2024; independent directors held 2 executive sessions; director attendance at the 2024 annual meeting was 6 of 9 (individual attendance not disclosed) .
- Governance highlights: Independent chairs of key committees; executive sessions without management; no compensation committee interlocks or compensation-committee-related party transactions in 2024 .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $144,600 |
| Stock Awards (grant-date fair value) | $78,236 |
| Option Awards (grant-date fair value) | $77,740 |
| Change in Pension Value and Nonqualified Deferred Compensation Earnings | $67,715 |
| All Other Compensation (incl. health premiums) | $27,711 |
| Total | $396,002 |
- Program structure (2025): Annual director fee $269,150 (cash retainer $128,350; balance in RSUs/options elected at $140,800); committee fees—Audit $30,000 ($40,000 chair), Compensation $10,000 ($20,000 chair), Nominating & Corporate Governance $10,000 ($20,000 chair); Executive Committee $10,000; Vice Chairman fee $20,000 (effective Jan 1, 2025). Cash/committee fees payable quarterly .
- Deferred compensation elections (2024): Deferred cash $140,866; above-market earnings recognized $67,715; plan interest rate intended to approximate 10-year debt—9.6875% in 2024 .
Performance Compensation
| Award | Series | Grant | Quantity | Exercise/Grant Price | Vesting | Expiration |
|---|---|---|---|---|---|---|
| RSUs | FWONK | Dec 2024 | 657 | N/A | Vest on 1st anniversary; earlier on death/disability; forfeiture on resignation/removal | |
| RSUs | LLYVK | Dec 2024 | 227 | N/A | Same as above | |
| Options | FWONK | Dec 2024 | 1,664 | $93.89 | Become exercisable on 1st anniversary; forfeited if resign/removed before vest; once vested, exercisable to 7th anniversary or one business day after 1st anniversary post-separation | 7 years |
| Options | LLYVK | Dec 2024 | 570 | $72.91 | Same terms as above | 7 years |
- Director stock ownership guidelines: Minimum holdings equal to 3x annual cash retainer with a 5-year compliance window (individual compliance status not disclosed) .
- Performance metrics: Director equity grants are service-based; performance metrics are not tied to director grants (executive performance metrics described elsewhere in proxy) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Liberty-related board service | QVC Group director since 2010; stepping down at 2025 annual meeting |
| Non-Liberty public boards | Hudson Pacific Properties (since 2017); Roblox (since 2020) |
| Committee interlocks | None in 2024 per Board highlights |
| Board view on outside commitments | Board values cross-board service within Liberty complex; evaluates “non-Liberty” public board count and time commitments case-by-case |
Expertise & Qualifications
- Media/entertainment operating leadership, international production/distribution, programming, brand and marketing expertise across Sony, Lifetime, and ABC/Disney .
- Independent, multi-board experience with exposure to technology-enabled entertainment (Roblox) and media/tech real estate (Hudson Pacific) .
Equity Ownership
| Series | Beneficial Ownership (approx. shares) | % of Series | Voting Power |
|---|---|---|---|
| LLYVA | ~1,000 | <1% | <1% |
| LLYVK | ~6,000 | <1% | N/A |
| FWONK | ~19,000 | <1% | N/A |
Outstanding equity awards held as of Dec 31, 2024 (director-level):
- Options: FWONK 12,012; LLYVK 6,616 .
- RSUs outstanding: FWONK 657; LLYVK 227 .
- No pledging or hedging by Wong is disclosed; company maintains insider trading policy and hedging disclosure sections; hedging/pledging details are not attributed to individual directors in the proxy .
Governance Assessment
- Independence and committee engagement: Independent director; active on Compensation and Nominating & Corporate Governance—both critical to pay and board quality; those committees met 6 and 4 times in 2024, respectively .
- Alignment: Receives part of director compensation in equity (RSUs/options) and holds FWONK/LLYVK equity and options; stock ownership guidelines in place (3x cash retainer), though individual compliance status not disclosed .
- Time commitments and interlocks: Holds two non-Liberty public directorships; Board explicitly evaluates outside commitments and values intra-Liberty synergies; no compensation committee interlocks in 2024 .
- Attendance and engagement: Board met 6 times; independent directors held 2 executive sessions; individual director attendance rates are not disclosed (only aggregate annual meeting attendance reported) .
- Conflicts/related-party: Proxy highlights no compensation committee interlocks or compensation-related related party transactions in 2024; no director-specific related-party transactions disclosed for Wong .
- Policies: Robust governance framework (separate Chair/CEO; executive sessions; codes and policies), and insider trading policy filed with the 2024 Form 10-K .
RED FLAGS: None specifically disclosed regarding Wong (no related-party transactions, hedging/pledging disclosures attributed to her, or committee interlocks). Individual attendance and ownership guideline compliance are not disclosed, limiting direct assessment of engagement/skin-in-the-game beyond reported holdings .