Chase Carey
Liberty MediaAbout Chase Carey
Chase Carey (age 71) joined Liberty Media’s Board in January 2025 and serves on the Executive Committee. Carey is a seasoned operator with decades of leadership across cable, media, and global sports, including Chairman and CEO roles at Formula 1 and senior positions at Twenty‑First Century Fox (21CF), DIRECTV, and Sky plc . His current Board tenure class runs through the 2027 annual meeting (Class II) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Formula 1 | Chairman; Chief Executive Officer | Chairman 2016–2022; CEO 2017–2021 | Led commercial transformation and global expansion |
| Twenty‑First Century Fox (21CF) | Vice Chairman (Board); Executive Vice Chairman; President & COO; Co‑COO; Consultant; Director | Board Vice Chair 2016–2019; Exec Vice Chair 2015–2016; President & COO 2009–2015; Co‑COO 1996–2002; Consultant 2016–2018; Director 1996–2007 | Senior operating leadership across media assets |
| DIRECTV | Chief Executive Officer; President | 2003–2009 | Oversaw operations and strategy at satellite TV leader |
| Sky plc | Director | 2003–2009; 2013–2018 | Board oversight at European pay‑TV leader |
| Saban Capital Acquisition Corp. | Director | 2016–2019 | SPAC governance |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Fox Corporation | Director | March 2019 – present | Current public company directorship |
Board Governance
- Classification and tenure: Class II director (term expires at the 2027 annual meeting) .
- Committees: Executive Committee member; executive committee has broad authority to act on behalf of the Board (no meetings in 2024; composition updated in 2026) .
- Independence: Carey is not listed among the Board’s independent directors; current independents are Bennett, Deevy, Gilchrist, Romrell, and Wong .
- Attendance and engagement: The Board met 6 times in 2024; independent directors held two executive sessions; six of nine directors attended the 2024 annual meeting. Carey joined in 2025 (attendance for him not disclosed in the 2025 proxy) .
- Leadership transition signal: Effective Jan 1, 2026, John C. Malone transitions to Chairman Emeritus; Dob Bennett becomes Chairman; Executive Committee comprised of Bennett, Chang, and Carey .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual director fee (non‑employee) | $269,150 | Standard director fee; $128,350 cash + remaining in RSUs/options (director election) |
| Cash retainer within fee | $128,350 | Paid quarterly in arrears |
| Equity portion election | $140,800 | RSUs/options in non‑voting stock (issued for 2025 service in Dec 2024 for those then serving; Carey appointed Jan 2025) |
| Committee fees – Audit | $30,000 (member) / $40,000 (chair) | Annual; paid quarterly |
| Committee fees – Compensation | $10,000 (member) / $20,000 (chair) | Annual; paid quarterly |
| Committee fees – Nominating & Governance | $10,000 (member) / $20,000 (chair) | Annual; paid quarterly |
| Executive Committee | $10,000 (member) | Annual; applies to non‑employee members |
| Vice Chairman fee | $20,000 | Applies to Vice Chairman (not Carey) effective Jan 1, 2025 |
| Director Deferred Compensation Plan | Elections allowed; interest approximates 10‑year debt cost (9.6875% for 2024) | Optional deferral of cash fees with fixed‑rate earnings |
Notes:
- Director RSU grants (Dec 2024) and option grants for 2025 service are disclosed for then‑serving directors; Carey was appointed Jan 2025 and not listed among Dec 2024 grantees .
Performance Compensation
| Instrument | Grant Mechanics | Vesting/Exercisability | Term |
|---|---|---|---|
| RSUs (director) | Equity portion of annual director fee | Vest on first anniversary of grant date or earlier on death/disability; forfeited upon resignation/removal before vesting (unless Board determines otherwise) | N/A |
| Options (director) | Equity portion of annual director fee | Become exercisable on first anniversary or earlier on death/disability; forfeited if resign/removed pre‑vesting (unless Board determines otherwise) | 7 years from grant |
There are no performance metrics tied to director compensation (e.g., revenue/EBITDA/TSR); director equity awards are time‑based only .
Other Directorships & Interlocks
| Company | Relationship to FWONA | Potential Interlock/Consideration |
|---|---|---|
| Fox Corporation (Director) | Media and sports rights ecosystem participant | Monitor any commercial arrangements involving Formula 1 content/rights; no specific related‑party transaction disclosed in FWONA proxy . |
Expertise & Qualifications
- Deep operating experience in media and global sports, including leading Formula 1 and senior roles at 21CF and DIRECTV .
- Strategic and transaction expertise; board exposure across U.S. and European pay‑TV and media .
- Brings commercial and operational insights relevant to Formula One Group’s assets (F1, MotoGP) .
Equity Ownership
| Series | Shares Beneficially Owned (000s) | Percent of Series | Voting Power Implication |
|---|---|---|---|
| FWONK (Series C Formula One, non‑voting) | 1,425 (includes shares acquirable within 60 days) | * (<1%) | Non‑voting shares (no voting power) |
| LLYVK (Series C Liberty Live, non‑voting) | 5 | * (<1%) | Non‑voting shares (no voting power) |
| FWONA (Series A Formula One, voting) | ** (<1,000 shares) | * (<1%) | Voting rights 1 vote/share |
| LLYVA (Series A Liberty Live, voting) | ** (<1,000 shares) | * (<1%) | Voting rights 1 vote/share |
Notes:
- “Shares of common stock issuable upon exercise… within 60 days… are deemed beneficially owned” for table purposes .
- FWONK and LLYVK are non‑voting series; FWONA and LLYVA are voting (one vote per share), while FWONB/LLYVB carry ten votes per share (Carey does not hold FWONB/LLYVB) .
Governance Assessment
- Independence and conflicts: Carey is not classified as an independent director, likely reflecting his prior leadership at Formula 1 (a principal asset of the Formula One Group) and ongoing industry ties. This can constrain committee eligibility but is balanced by a majority‑independent board and independent chairs of audit, compensation, and nominating committees . No Carey‑specific related‑party transactions are disclosed in the proxy’s related‑party section (only an exchange agreement with John Malone is highlighted) .
- Board effectiveness: Executive Committee membership gives Carey outsized influence on time‑sensitive decisions; following Malone’s retirement, the Executive Committee will consist of Bennett (Chairman), Chang (CEO), and Carey—centralizing strategic actions among a tight group blending operating and governance experience .
- Ownership alignment: Carey’s significant FWONK holding (~1.425 million non‑voting shares) provides economic alignment with Formula One Group outcomes, though lacking voting control. Director stock ownership guidelines require ≥3x cash retainer within five years, supporting ongoing alignment .
- Attendance and engagement: Board held 6 meetings in 2024 and independents met in 2 executive sessions; Carey’s 2025 attendance is not disclosed yet (joined Jan 2025). Monitoring future proxies for individual attendance will be key .
RED FLAGS
- Not Independent: Carey is not listed among independent directors; prior role as F1 Chairman/CEO may pose perceived conflicts when evaluating F1 transactions and executive matters .
- Executive Committee power concentration: Post‑2025 transition consolidates authority within Bennett, Chang, and Carey—heightens need for robust independent oversight at full Board level .
- Interlocks: Active directorship at Fox Corporation—watch for any FWONA/F1 content or rights dealings; no related‑party transactions disclosed for Carey, but ongoing monitoring is prudent .
Notes for Further Monitoring
- Individual director compensation for 2025 service specific to Carey (grants/elections) should appear in the next proxy; December 2024 grants did not include Carey due to appointment timing .
- Any updates on independence classification or committee assignments beyond Executive Committee following the 2026 reconfiguration should be tracked in subsequent SEC filings .