Evan D. Malone
Liberty MediaAbout Evan D. Malone
Independent-minded director with applied science and engineering background; age 54; director since September 2011 (Class I, term expires at the 2026 annual meeting). Current core credentials include President of NextFab Studio LLC (manufacturing-related technical training/product development) and leadership in the NextFab Foundation; prior hands-on technical experience at Fermilab. He is the son of John C. Malone, Chairman of the Board, and is not classified as an independent director under Nasdaq and SEC criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NextFab Studio, LLC | President | June 2009 – Present | Leads manufacturing-related technical training, product development, and acceleration services |
| 1525 South Street LLC | Owner & Manager | January 2008 – Present | Real estate property and management; entrepreneurial operations |
| NextFab Foundation (IRS 501(c)(3)) | Director & President | November 2016 – Present | Provides manufacturing-related technology and education to communities in need |
| Fermilab (U.S. DOE) | Applied Physics Technician | 1999 – 2001 | Technical support in high-energy physics environment |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| QVC Group | Director | August 2008 – Present | Liberty-affiliated public company board |
| Sirius XM Holdings Inc. | Director | May 2013 – Present | Non-Liberty public company directorship |
Board Governance
- Classification and tenure: Class I director since 2011; term expires at the 2026 annual meeting .
- Committee assignments: None listed for Evan; not a member or chair of Audit, Compensation, Nominating, or Executive committees .
- Independence: Not on the company’s list of independent directors; family relationship disclosed (son of Chairman John C. Malone) .
- Attendance and engagement: Board met 6 times in 2024; independent directors held 2 executive sessions without management participation; the company encourages annual meeting attendance (6 of 9 directors attended in 2024) .
- Oversight and conflicts: Related-party transactions require Audit Committee or independent Board body approval; Exchange Agreement caps John C. Malone’s voting power at ~49% to avoid single-stockholder control >50% .
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Cash Retainer | $124,600 | Base nonemployee director cash fee |
| Committee Fees | $0 | No committee memberships for Evan |
| Stock Awards (RSUs) | $156,473 | Grant-date fair value; FWONK and LLYVK RSUs |
| Option Awards | $0 | No new option grant in 2024 for Evan |
| Other Compensation | $0 | None disclosed for Evan in 2024 |
| Total | $281,073 | Sum of cash and equity |
- Director fee policy: 2024 director fee $261,300 (cash portion $124,600); directors could elect RSUs or options for the equity portion. Committee member fees: Audit $30k ($40k chair), Compensation $10k ($20k chair), Nominating $10k ($20k chair); Executive Committee nonemployee members $10k .
Performance Compensation
| Equity Grant (Dec 2024) | Series | Units | Vesting Terms |
|---|---|---|---|
| RSUs | FWONK | 1,314 | Vest on first anniversary of grant date (accelerated on death/disability) |
| RSUs | LLYVK | 454 | Vest on first anniversary of grant date (accelerated on death/disability) |
- No performance-based metrics apply to director RSUs; awards are time-based (not tied to revenue, EBITDA, TSR, etc.) .
Other Directorships & Interlocks
| Overlap | Details | Potential Consideration |
|---|---|---|
| Liberty ecosystem | Evan serves on QVC Group; John C. Malone is Chairman of Liberty Media and has extensive ties across Liberty affiliates | Board values cross-company service; outside commitments reviewed for effectiveness; independence criteria applied per Nasdaq/SEC |
| Sirius XM | Evan serves as director; company was split off from Liberty SiriusXM Group in Sept 2024 | Separate public company governance; not consolidated post Split-Off |
- Compensation Committee interlocks: Company discloses no compensation committee interlocks or compensation committee-related party engagements in 2024 .
Expertise & Qualifications
- Applied science/engineering perspective; entrepreneurial background; assists Board in strategy and technology adaptation in media/sports/telecom context .
- Hands-on technical experience and leadership in manufacturing-related education and innovation through NextFab entities .
Equity Ownership
| Security | Beneficial Ownership (thousands) | Notes |
|---|---|---|
| LLYVA (Voting) | 3 | As of Jan 31, 2025 |
| LLYVB (Voting, 10 votes/sh) | 18 | As of Jan 31, 2025 |
| LLYVK (Non-voting) | 15 | As of Jan 31, 2025 |
| FWONA (Voting) | 3 | As of Jan 31, 2025 |
| FWONB (Voting, 10 votes/sh) | 17 | As of Jan 31, 2025 |
| FWONK (Non-voting) | 24 | As of Jan 31, 2025 |
| Outstanding Awards (as of 12/31/2024) | Series | Units |
|---|---|---|
| Options (exercisable within 60 days) | FWONK | 2,952 |
| Options (exercisable within 60 days) | LLYVK | 1,152 |
| Unvested RSUs | FWONK | 1,314 |
| Unvested RSUs | LLYVK | 454 |
- Director stock ownership guideline: Nonemployee directors must hold ≥3× annual cash retainer; compliance assessed over 5 years from appointment (individual compliance status not disclosed) .
- Hedging/pledging: Company discloses no formal prohibitions on hedging/offsetting transactions; no Evan-specific pledging disclosed (pledged shares disclosure references Gregory B. Maffei) .
Governance Assessment
- Strengths: Long tenure (since 2011) and specialized engineering/entrepreneurial expertise supporting technology and strategic evaluation; equity-based director pay provides alignment via RSUs that vest over time .
- Risks/Red Flags: Not independent due to family relationship to Chairman; no committee assignments limit formal oversight roles; broader company policy does not prohibit hedging, which may reduce alignment in principle, though no Evan-specific hedging disclosed .
- Mitigants: Robust related-party approval processes via Audit Committee/independent Board body; Exchange Agreement limits aggregate voting control by John C. Malone to ~49%, supporting stockholder confidence in governance balance .