Brian J. Wendling

About Brian J. Wendling

Brian J. Wendling is Principal Financial Officer (PFO) and Chief Accounting Officer (CAO) of Liberty Media (ticker focus: FWONA/FWONK), roles he has held since July 2019 and January 2020, respectively. He also serves as Senior VP and CFO of Liberty TripAdvisor (since Jan 2016) and is a director of comScore, Inc. (since Mar 2021). Prior roles include PFO/CAO of Atlanta Braves Holdings (Dec 2022–Aug 2024) and GCI Liberty, and senior controller roles across Liberty entities since 2011. Age 52. In 2024, company performance used to fund executive bonuses modestly exceeded revenue plan (+0.03%), slightly missed Adjusted OIBDA (-0.53%) and missed free cash flow (-5.76%); corporate-level achievements were scored at 90% of target. Total shareholder return since 2019 more than doubled for FWONA/FWONK in 2024 (index values $200.30 and $208.60 on a $100 base). These outcomes informed Wendling’s 2024 bonus payout (details below) .

Past Roles

External Roles

Fixed Compensation

Multi-year compensation allocated to Liberty Media (FWONA/FWONK) for Brian J. Wendling:

Notes: 2024 base salary was increased by 27% YoY (reflecting responsibility increases and market alignment). Annual salary reviews occur each year; Wendling’s Liberty allocation of bonus opportunity is detailed below .

Performance Compensation

2024 annual bonus structure and payout (Liberty Media allocation) for Brian J. Wendling:

• Weighting: 60% Individual; 40% Corporate (30% financial measures; 10% corporate achievements) .
• Liberty “Maximum Performance Bonus” for Wendling: $891,000 (equal to up to 200% of Liberty-allocable base pay). Other allocable maxima: QVC Group $165,000; Liberty Broadband $379,500; Liberty TripAdvisor $82,500; Atlanta Braves $132,000 (Braves portion paid at target following management change) .
• Individual performance payout: 87.5% of the Liberty Maximum Individual Bonus; Corporate Financial payout: 66.67% of the financial portion; Corporate Achievements payout: 90% of that portion .

Detailed 2024 bonus payout table (Liberty only):

Additional context:

• Corporate financial vs budget: Revenue +0.03%; Adjusted OIBDA -0.53%; Free Cash Flow -5.76% (constant currency) .
• Corporate-level achievements scored at 90% (considering M&A, investments, financings, SEC/audit, litigation, tax) .
• Total 2024 bonus across Liberty and service companies (incl. Braves at target): $1,344,750 for Wendling .

2024 equity awards to Wendling (granted Mar 5, 2024):

• Performance RSUs: 5,529 FWONK ($398,364); 1,684 LLYVK ($67,427); 4,855 LSXMK ($142,300; accelerated at target in split-off). Committee approved full vesting of 2024 FWONK/LLYVK Chief RSUs based on performance and leadership .
• Multiyear 12/2023 option and RSU grants continue to vest: Options vest 1/3 each year on Dec 8, 2024/2025/2026; RSUs vest 12/9/2024/2025/2026; a supplemental RSU tranche vests 12/9/2025 .

Performance metrics and alignment:

• Individual goals emphasized finance/reporting timeliness, control environment, SiriusXM combination completion, LVGP finance maturation, F1 finance management, cyber rule compliance, M&A diligence .
• Corporate metrics: consolidated revenue, Adjusted OIBDA, free cash flow (30% combined), and corporate achievements (10%) .

Equity Ownership & Alignment

Ownership, vesting overhang, and alignment indicators for Brian J. Wendling:

• Beneficial ownership (as of Jan 31, 2025):

  • FWONK: 27,000 shares (includes 23,616 options exercisable within 60 days) .
  • LLYVK: 27,000 shares (includes 12,258 options exercisable within 60 days) .
  • Voting stock (FWONA/FWONB/LLYVA/LLYVB): none reported for Wendling; overall less than 1% of any series .
  • No pledging disclosed for Wendling; pledged shares disclosure in proxy pertains to a different executive (Maffei) .

• Outstanding options and RSUs (selected):

  • Options: FWONK 9,107 exercisable/18,214 unexercisable @ $62.92 (exp. 12/08/2030); LLYVK 2,807 exercisable/5,615 unexercisable @ $33.97 (exp. 12/08/2030) .
  • Unvested RSUs scheduled: 2023 Multiyear RSUs FWONK 7,433; LLYVK 2,265 vesting 12/9/2025 & 12/9/2026; 2023 Supplemental RSUs FWONK 1,472; LLYVK 1,214 vesting 12/9/2025 .
  • 2024 Chief RSUs (FWONK 5,529; LLYVK 1,684) were approved to vest in full (LSXMK 4,855 accelerated at target at split-off) .

• Stock ownership guidelines: Executives must own shares equal to at least 3x the value of annual performance RSUs (5-year compliance window). Policy disclosed; individual compliance status not disclosed .

• Hedging/pledging policy: Company states it does not have practices or policies restricting hedging/offsetting transactions by insiders (note: common investor concern). No pledging policy statement; individual pledges disclosed if applicable (none for Wendling) .

Employment Terms

• Contract/term: No individual employment agreement for Wendling disclosed; compensation set via Compensation Committee under services agreements framework .
• Severance/change-in-control:
  • No cash severance upon voluntary termination or termination without cause; equity treatment applies per award terms .
  • Termination without cause (12/31/2024 reference): pro rata forward vesting on 2023 multiyear options/RSUs and supplemental RSUs; 2024 performance RSUs remain outstanding pending performance determination and vest to the extent approved (in 2024, committee vested 100%) .
  • Death/disability: full vesting of 2024 performance RSUs; forward vesting of 2023 multiyear awards .
  • Change-in-control: outstanding options and RSUs vest (assumed at 100% of target where applicable), per plan terms .
• Clawback: Dodd-Frank compliant policy requiring recovery of erroneously awarded incentive comp for 3 fiscal years preceding a restatement; additional recoupment for misconduct-related restatements and confidentiality breaches in award agreements .

Performance & Track Record

• 2024 Operating performance vs plan (inputs to bonus): Revenue slightly above plan (+0.03%), Adjusted OIBDA marginally below (-0.53%), Free Cash Flow below (-5.76%). Corporate achievements scored 90% reflecting execution in M&A/investments, financings, and compliance .
• TSR context: Since 2019 base, 2024 cumulative TSR indices: FWONA $200.30, FWONK $208.60 (indicative of strong long-term value creation during/overlapping Wendling’s finance leadership tenure, though TSR reflects many factors beyond PFO/CAO control) .
• 2024 focus areas (as CFO/CAO): Completed Liberty SiriusXM combination, ensured SEC review resolution and transition of accounting/tax; strengthened LVGP finance processes; improved cyber compliance; supported F1 finance; led M&A diligence/integration .

Compensation Structure Analysis

• Mix: High proportion at-risk via performance bonus and equity; 60% of bonus based on individual objectives; 40% on consolidated financials and corporate achievements—a balanced design linking cash outcomes to controllable metrics and enterprise-level performance .
• Equity: 2023 multiyear options/RSUs with multi-year vesting and 7-year option terms promote retention; 2024 performance RSUs vested based on committee assessment of financial and leadership goals (plus LSXMK acceleration at target due to the split-off), underscoring discretion and transaction-related adjustments .
• No tax gross-ups for perquisites; clawback policy in place; executive stock ownership guideline required (3x annual performance RSU value) .
• Say-on-pay: Majority approval at 2024 annual meeting; frequency set to triennial; no material program changes in response to vote .

Equity Ownership & Alignment (Detailed)

Employment Terms

Investment Implications

• Alignment and incentives: High proportion of at-risk pay with clear line-of-sight metrics (revenue/Adjusted OIBDA/FCF plus corporate achievements) supports pay-for-performance. 2024 Liberty bonus payout for Wendling (~81% of Liberty max) reflected mixed financial attainment but strong corporate execution (90% score), consistent with a balanced design .
• Retention and overhang: Material unvested equity through 2026 (multiyear options/RSUs) provides retention; scheduled vesting dates (Dec 2025/2026) could create episodic selling pressure windows, albeit holdings are small relative to float (<1%) .
• Governance quality: Robust clawback; no perquisite tax gross-ups; ownership guidelines in place. Notably, company discloses no anti-hedging policy, a governance yellow flag for some investors; no pledging by Wendling disclosed .
• Execution risk: Wendling’s remit spans complex tracking-stock transactions (SiriusXM combination), F1/LVGP finance, and cyber compliance—areas executed credibly in 2024. Corporate results were near plan on revenue, slightly soft on profit/FCF, which were reflected in payouts and merit monitoring into 2025 .