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Brian M. Deevy

Director at Liberty MediaLiberty Media
Board

About Brian M. Deevy

Independent director of Liberty Media (Liberty Formula One Group; FWONA/FWONK) since June 2015; age 69. Former Head of RBC Capital Markets’ Communications, Media & Entertainment Group and Chairman/CEO of Daniels & Associates, with deep M&A and capital formation expertise in communications, media and entertainment . Classified as a Class II director with term expiring at the 2027 annual meeting . The Board has affirmatively determined he is independent under Nasdaq rules .

Past Roles

OrganizationRoleTenureCommittees/Impact
RBC Capital Markets – Communications, Media & Entertainment Group (CME)Head; led strategic development across M&A, private equity/debt capital, financial advisoryUntil June 2015 Strategic development across transactions
Daniels & AssociatesChairman & Chief Executive OfficerPre‑2007 (firm acquired by RBC in 2007) Built leading advisory in communications sector
Continental Illinois National BankBankerPrior role before Daniels & Associates Credit/capital markets experience
Daniels FundDirector2003 – present Philanthropic governance
U.S. Olympic & Paralympic FoundationDirector2016 – 2024 Sports-related philanthropy

External Roles

OrganizationRoleTenureNotes
Atlanta Braves Holdings (ABH)DirectorJuly 2023 – present Current public company directorship
Trine II Acquisition Corp.DirectorNov 2021 – May 2023 Former public company board
Ascent Capital GroupDirectorNov 2013 – May 2016 Former public company board
Ticketmaster Entertainment, Inc.DirectorAug 2008 – Jan 2010 Former public company board

Board Governance

  • Committee assignments: Audit Committee Chair; other committee memberships not listed for Deevy in 2025 board matrix .
  • Audit Committee activity: 7 meetings in 2024; members were Deevy (Chair), M. Ian G. Gilchrist (audit committee financial expert), and Larry E. Romrell (Derek Chang served prior to Feb 2025) .
  • Audit Committee report signatories: Deevy, Gilchrist, Romrell; recommended inclusion of audited financial statements in 2024 Form 10‑K .
  • Independence: Board determined Deevy is independent under Nasdaq standards .
  • Board structure: Classified board; six full Board meetings in 2024; independent directors held two executive sessions without management .
  • Annual meeting attendance: Six of nine directors attended the 2024 annual meeting; directors encouraged to attend .
  • Risk oversight: Audit Committee oversees financial, operational, data privacy and cybersecurity risks; Compensation oversees comp-related risks; Nominating & Governance oversees governance risks .

Fixed Compensation

  • Director fee policy (2025): Annual director fee $269,150, paid $128,350 cash retainer plus election of $140,800 in RSUs/options; committee fees: Audit member $30,000 (Chair $40,000); Compensation member $10,000 (Chair $20,000); Nominating member $10,000 (Chair $20,000); Executive Committee member $10,000; Vice Chairman fee $20,000 (not applicable to Deevy) .
  • Director compensation (2024 actuals):
ComponentAmount ($)
Fees Earned or Paid in Cash164,600
Stock Awards78,236
Option Awards77,740
All Other Compensation (health insurance premiums)24,691
Total345,267

Stock ownership guidelines require each nonemployee director to hold stock equal to at least 3x annual cash retainer within 5 years of appointment .

Performance Compensation

Directors receive time‑based equity; no performance metrics apply to director grants.

Grant TypeSeriesGrant DetailsVestingNotes
RSUs (Dec 2024)FWONK657 units Vest on first anniversary of grant or earlier upon death/disability; forfeited if director resigns/removed before vesting unless Board determines otherwise Granted under 2022 Omnibus Plan; director annual award elections
RSUs (Dec 2024)LLYVK227 units Same as above
Options (Dec 2024)FWONK1,664 options @ $93.89 exercise price Become exercisable on first anniversary; expire seventh anniversary (or earlier if director ceases to be director, subject to terms)
Options (Dec 2024)LLYVK570 options @ $72.91 exercise price Same as above

As of Dec 31, 2024, director equity holdings (including prior grants):

InstrumentSeriesQuantity
Options outstandingFWONK13,116
Options outstandingLLYVK5,743
RSUs outstandingFWONK657
RSUs outstandingLLYVK227

Other Directorships & Interlocks

  • Current public company: Atlanta Braves Holdings (ABH) director since July 2023 .
  • Liberty ecosystem: The Board values cross‑service among Liberty Media, QVC Group, Liberty Broadband and Liberty TripAdvisor for synergy; independence is evaluated holistically (non‑Liberty directorships highlighted in board matrix) .
  • 2024 governance highlight: No compensation committee interlocks or compensation committee related‑party engagements in 2024 .

Expertise & Qualifications

  • In‑depth sector expertise across communications, media and entertainment; extensive experience in M&A, investment banking and capital formation; strategic insights for Liberty Media’s activities in these areas .
  • Serves as Audit Committee Chair, overseeing audit scope, fees, internal controls, and auditor independence; audit committee pre‑approval policy delegates authority to the Chair above certain thresholds with quarterly reporting to the full committee .

Equity Ownership

Beneficial ownership (as of Jan 31, 2025; amounts in thousands, “*” denotes <1%) and options exercisable within 60 days:

SeriesBeneficial Ownership (000s)Percent of SeriesVoting PowerOptions Exercisable ≤60 Days
LLYVA3 * *
LLYVB
LLYVK11 * 5,173
FWONA3 *
FWONB
FWONK17 * 12,026

Directors’ aggregate holdings and options are reported in the Security Ownership section; shares issuable upon exercise within 60 days are included for computing individual ownership percentages per SEC rules . No pledging of shares by Deevy is disclosed; company maintains Insider Trading Policy and hedging/recoupment framework (clawback policy adopted Aug 2023) .

Governance Assessment

  • Strengths: Independent status; Audit Committee Chair role with active oversight and formal pre‑approval controls; multi‑industry transaction background aligned with Liberty Media’s portfolio; regular committee activity (7 audit meetings in 2024) and Board governance processes (classified board, executive sessions) . Director compensation combines cash with equity, supporting alignment; stock ownership guidelines in place .
  • Alignment: Holds FWONK/LLYVK equity via RSUs/options; beneficial ownership is below 1% (typical for non‑employee directors) but options provide exposure to long‑term value creation .
  • Conflicts/Red flags: No related‑party transactions or compensation committee interlocks involving Deevy disclosed for 2024; no family relationships; no material legal proceedings disclosed in past ten years . Service at Atlanta Braves Holdings is a current external board role; Board’s governance framework explicitly addresses outside commitments and values cross‑company service within the Liberty ecosystem while maintaining independence determinations .

Overall signal: Governance profile is consistent with effective independent oversight; audit leadership and structured equity grants support investor confidence, with no disclosed conflicts or attendance red flags in 2024 .