Derek Chang
Liberty MediaAbout Derek Chang
Derek Chang is President and Chief Executive Officer (CEO) of Liberty Media (Formula One Group: FWONA/FWONK) since February 1, 2025, and has served on the Board since March 2021; age 57, member of the Executive Committee . He brings multi‑decade operating and deal experience across media, sports and entertainment (NBA China, DIRECTV, Scripps, Charter), and was Executive Chairman of EverPass Media prior to his CEO appointment . Formula 1 (attributed to FWON) delivered record 2024 results prior to his tenure (primary revenue +8% YoY; record Adjusted OIBDA), setting a high bar for execution focus under Chang’s leadership . The CEO transition press release highlights near‑term priorities: portfolio optimization (Liberty Live split‑off) and growth at F1 and MotoGP post‑acquisition financing, with long‑term nimble capital allocation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| EverPass Media, LLC | Cofounder & Director; Executive Chairman | Director since Apr 2023; Executive Chairman Apr 2023–Jan 2025 | Built sports media rights distribution platform; governance through growth phase |
| Friend MTS Ltd. | Chief Executive Officer | May 2021–Dec 2021 | Led content security/cloud video security firm; short transitional tenure |
| NBA China | Chief Executive Officer | Jun 2018–May 2020 | Ran NBA’s China operations; deepened sports/media operating credentials |
| Scripps (pre-merger) | Head International Lifestyle Channels; MD Asia Pacific | 2016–2018; 2013–2016 | Scaled international networks; Asia‑Pacific operating leadership |
| DIRECTV | EVP, Content Strategy & Development | 2006–2013 | Led content strategy/deals during pay‑TV’s pivotal period |
| Charter Communications | EVP Finance & Strategy; interim Co‑CFO | 2003–2005 | Corporate finance/turnaround; interim CFO responsibilities |
| YES Network | EVP–Development | 2001–2003 | Helped build regional sports network platform |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Liberty Live (tracking stock to be split-off) | Director (expected) | 2025E | DEFM14A/S-4A indicates Chang will also serve on Liberty Live’s board post split‑off |
| Playfly Sports, LLC | Director | Feb 2023–Jan 2025 | Private sports media/marketing company |
| Professional Fighters League | Director | Jun 2021–Feb 2023 | Combat sports league oversight |
| Public company boards (prior) | Director | Various | Isos Acquisition (2021), Vobile Group (2020–2021), STARZ (2013) |
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Base salary (CEO) | $2,500,000 | Effective Feb 1, 2025 per offer letter |
| Signing cash bonus | $150,000 | Paid at start date (Feb 1, 2025) |
| Director fees (cash) | $174,600 (2024) | For non‑employee director service pre‑CEO; ceased upon CEO appointment; his Dec 2024 director equity grants were cancelled Feb 1, 2025 |
Performance Compensation
| Instrument | Grant value | Vehicle | Vesting | Expiration/terms |
|---|---|---|---|---|
| Upfront RSU grant | $5,000,000 | FWONK RSUs | Cliff vest on Feb 1, 2030 | Standard award terms |
| Additional upfront RSU | $15,000,000 | FWONK RSUs | Cliff vest on Feb 1, 2030 | Standard award terms |
| Annual CEO Option grant | $3,000,000 per year | FWONK options | 2025: vest 20% each year over 5 yrs; 2026: 25%/4 yrs; 2027: 33%/3 yrs; 2028: 50%/2 yrs; 2029: 100%/1 yr | 7‑year term from grant date |
Notes:
- No annual cash bonus terms were disclosed for Chang’s CEO role; compensation is heavily equity‑weighted with long‑dated cliff RSUs and annually declining‑vesting options .
- Clawbacks: Liberty maintains a Dodd‑Frank compliant incentive compensation recovery policy and additional recoupment provisions; awards since 2020 include confidentiality clawback language .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Jan 31, 2025) | LLYVK: 3,000 shares (in thousands table shows “3”), FWONK: 6,000 shares (less than 1% of each series) |
| Options exercisable within 60 days (as of Jan 31, 2025) | LLYVK: 1,818; FWONK: 3,722 |
| Director grants Dec 2024 (pre‑CEO) | 1,314 FWONK RSUs and 454 LLYVK RSUs; cancelled Feb 1, 2025 upon CEO package |
| Stock ownership guidelines (executives) | Own ≥3x value of annual performance RSUs (5‑year compliance window from appointment) |
| Hedging/pledging | Company discloses no policy restricting hedging/derivative transactions; no pledging disclosed for Chang; former CEO Maffei had pledged shares (context) |
| Alignment assessment | Large 2030 cliff RSUs create strong retention; step‑down option vesting shifts more value to nearer years 2027–2029; potential selling pressure around Feb 2030 cliff |
Employment Terms
- Start date/role: CEO and President effective Feb 1, 2025; continues as Director; joins Executive Committee; stepped down from Audit and Nominating & Corporate Governance committees upon appointment .
- At‑will employment; must maintain Denver metro residence and work primarily from HQ; may serve on at most one additional for‑profit board while employed .
- Termination economics: If terminated by the company other than for cause (including termination by reason of death/disability, a sale of all/substantially all assets, or acquisition of ≥45% voting power by a third party not affiliated with John C. Malone), Chang receives 12 months base salary, 12 months benefits (to the extent permissible), and full vesting of then‑outstanding equity awards (single‑trigger acceleration upon company termination without cause; change‑in‑control alone does not trigger benefits absent termination) .
- Clawback policy applicable; no tax gross‑ups on perquisites; insider trading policy in place .
Board Governance
- Board service: Director since March 2021; Class I director (term expires at 2026 annual meeting); member of Executive Committee; previously served on Audit and as Chair of Nominating & Corporate Governance pre‑CEO .
- Independence: As CEO, not independent; Board separates Chair (John C. Malone) and CEO roles; independent directors chair key committees .
- Meeting attendance: Six Board meetings in 2024; six of nine directors attended the 2024 annual meeting .
Director Compensation (pre‑CEO)
| Year | Cash fees | Stock awards | Options | Deferred comp interest | Notes |
|---|---|---|---|---|---|
| 2024 | $174,600 | $156,473 | — | $2,621 | Dec‑2024 director equity (FWONK/LLYVK) cancelled on Feb 1, 2025 when he became CEO |
Performance & Track Record
- Strategic focus under Chang: optimize tracking‑stock portfolio (Liberty Live split‑off) and support growth at Formula 1 and MotoGP post‑acquisition financing, while retaining Liberty’s nimble, long‑term investment approach .
- Context baseline: F1 posted record 2024 revenue and Adjusted OIBDA (+8% primary revenue YoY; record attendance and subscribers), underpinning high expectations for sustained commercial and operating execution during Chang’s tenure .
Compensation Structure Analysis
- Mix shift to time‑based equity: CEO package relies on long‑dated cliff RSUs ($20M vesting 2030) and time‑vested options, reducing annual cash bonus reliance and heavily emphasizing retention through 2030 .
- Option vest cadence: Declining vesting duration (5→1 years through 2029) pulls forward realizable value and may better align with nearer‑term operating milestones at F1/MotoGP .
- Governance safeguards: Robust clawback policy in place; no tax gross‑ups on perquisites; executive stock ownership guidelines require meaningful skin‑in‑the‑game within five years .
- Red flags: Company discloses no policy restricting employee/director hedging; while no pledging disclosed for Chang, lack of a formal anti‑hedging policy can weaken alignment optics .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay: Majority approval; no material program changes attributed to vote outcome; say‑on‑pay frequency set to every three years .
Related Party Transactions
- 8‑K appointment disclosure states no arrangements or related‑party interests under Item 404(a) in connection with Chang’s selection as CEO .
Investment Implications
- Alignment and retention: The 5‑year cliff on $20M of RSUs plus annual options creates strong retention and alignment through 2030; single‑trigger full vesting upon termination without cause raises termination‑related cost and dilution considerations in downside scenarios .
- Trading signals: The February 1, 2030 RSU cliff is a potential supply event; monitoring Form 4 activity into late 2029/early 2030 is prudent to gauge selling pressure setup. Absence of an anti‑hedging policy is a governance gap to watch, though no hedging/pledging is disclosed for Chang .
- Execution risk: Prior F1 momentum and MotoGP acquisition financing provide tailwinds; Chang’s operating/deal pedigree is strong, but delivery against commercial agreements and calendar regionalization remains critical to sustain OIBDA growth noted in 2024 baselines .
Key disclosed CEO terms: $2.5M salary; $150k cash sign‑on; $20M FWONK RSUs vesting in 2030; $3M/year FWONK options (7‑yr term; 5→1‑year declining vest); single‑trigger full vesting on termination without cause; robust clawbacks; no anti‑hedging policy disclosed **[1560385_0001104659-25-029081_tm252442-2_def14a.htm:58]** **[1560385_0001104659-25-029081_tm252442-2_def14a.htm:59]** **[1560385_0001104659-25-029081_tm252442-2_def14a.htm:97]** **[https://www.sec.gov/Archives/edgar/data/1560385/000110465925002027/tm252278d1_10-1.htm]**.