John C. Malone
Liberty MediaAbout John C. Malone
John C. Malone, 84, is Chairman of the Board of Liberty Media (Formula One Group) and has served as a director since December 2010 (Chairman since August 2011). He served as interim President & CEO from January 1–31, 2025. He is a member of the Executive Committee and is widely recognized for sophisticated problem solving and risk assessment, having co-founded the company’s predecessor while President of TCI. Independence: not classified as an independent director. Tenure on Liberty Media’s board: ~15 years.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liberty Media (Formula One Group) | Chairman of the Board; interim President & CEO (Jan 2025) | Chairman since Aug 2011; interim CEO Jan 1–31, 2025 | Executive Committee member; leads Board and provides strategic guidance to CEO |
| Liberty Broadband | President & CEO; Chairman of the Board | President & CEO since Jan 2025; Chairman since Nov 2014 | Leadership across Liberty ecosystem |
| QVC Group | Chairman; CEO (Aug 2005–Feb 2006) | Chairman 1994–Mar 2018; CEO Aug 2005–Feb 2006 | Oversight of retail media operations |
| Tele-Communications, Inc. (TCI) | Chairman; CEO | Chairman Nov 1996–Mar 1999; CEO Jan 1994–Mar 1997 | Co-founded Liberty predecessor; major cable consolidation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Warner Bros. Discovery | Director | Apr 2022–present | Non-Liberty public company directorship |
| Liberty Global plc (LGP) | Chairman of the Board | Jun 2013–present | Non-Liberty public company directorship |
Board Governance
- Committee assignments: Executive Committee member; not on Audit, Compensation, or Nominating & Corporate Governance committees. Executive Committee held no meetings in 2024.
- Independence status: Board determined independent directors are Bennett, Deevy, Gilchrist, Romrell, and Wong; Malone is not independent.
- Board leadership: Chairman and CEO roles separated (Malone as Chairman; Derek Chang as CEO).
- Attendance and engagement: Board held 6 meetings in 2024; independent directors met in 2 executive sessions without management; six of nine directors attended the 2024 annual meeting.
- Voting-power governance: Exchange Agreement caps Malone’s aggregate voting power at 49% (+0.5% in certain circumstances) to avoid single-shareholder control above 50%; includes exchange mechanics for accretive/dilutive events and voting-power exchanges.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Director fees | $0 | Malone received no compensation for serving as a director in 2024; nonemployee directors otherwise receive cash/equity retainers (Malone is not treated as a nonemployee director for fees). |
| Base salary | $3,003 | As reported in Summary Compensation Table (portion allocable to Liberty Media). |
| Personal expense allowance | $1,000,000 | Annual allowance under Malone’s employment agreement; includes personal aircraft usage cost counting toward allowance. |
| Deferred compensation earnings | $132,980 | Change in pension value and nonqualified deferred comp earnings (Liberty deferred comp plan rates approximating company’s 10-year debt; 2024 rate 9.6875%). |
| All other compensation | $1,040,761 | As reported in Summary Compensation Table total “All Other Compensation.” |
Director fee structure (context for board): 2025 director fee $269,150, with $128,350 cash; committee member fees—Audit $30k (Chair $40k), Compensation $10k (Chair $20k), Nominating $10k (Chair $20k); Executive Committee $10k; Vice Chairman additional $20k effective Jan 1, 2025. RSUs/options election for a portion of director fee. Not applicable to Malone’s director compensation.
Performance Compensation
| Metric | 2024 Amount | Notes |
|---|---|---|
| Bonus ($) | $0 | No bonus paid to Malone in 2024. |
| Non-Equity Incentive Plan Compensation ($) | $0 | None in 2024. |
| Clawback policy (executive officers) | Policy approved Aug 2023 | Recovery of incentive-based compensation for restatements; additional misconduct-based recoupment provisions in equity agreements. |
Other Directorships & Interlocks
| Company | Type | Role | Tenure |
|---|---|---|---|
| QVC Group | Liberty-related | Director; former Chairman | 1994–present; Chairman 1994–Mar 2018 |
| Liberty Broadband | Liberty-related | Chairman; current President & CEO | Chairman since Nov 2014; President & CEO since Jan 2025 |
| Warner Bros. Discovery | Non-Liberty | Director | Apr 2022–present |
| Liberty Global plc (LGP) | Non-Liberty | Chairman | Jun 2013–present |
Governance note: Proxy highlights “no compensation committee interlocks or compensation committee engagement in related party transactions in 2024.”
Expertise & Qualifications
- Co-founder and transformational leader in media and telecommunications via TCI and Liberty companies; recognized for risk assessment and complex problem solving.
- Extensive board and operating leadership experience across cable, media, and sports assets (F1).
Equity Ownership
| Series | Shares Beneficially Owned | Percent of Series | Notes |
|---|---|---|---|
| FWONA (Series A) | 241,170 | 1.0% | Voting shares; one vote per share. |
| FWONB (Series B) | 2,363,834 | 97.2% | Super-voting shares; ten votes per share. |
| FWONK (Series C) | 2,515,350 | 1.1% | Non-voting shares. |
| Aggregate voting power (Liberty Live + F1 voting shares) | — | 49.2% | Company-level voting power cap enforced via Exchange Agreement. |
- Structure details: Significant holdings across multiple trusts and entities (revocable trust with spouse; family foundation; unitrust interests); certain holdings disclaimed; Exchange Agreement imposes transfer and voting provisions on shares.
- Hedging policy: Company discloses it does not have practices/policies restricting hedging; no known arrangements (including pledges) expected to cause a change in control.
Governance Assessment
- Effectiveness: Separation of Chair/CEO roles and independent committee chairs support oversight; executive sessions of independent directors held; board active with 6 meetings in 2024.
- Independence and potential conflicts: Malone is not independent and is a controlling shareholder within a capped framework; family relationship (Evan D. Malone is his son and a director) warrants continued monitoring of related-party risks, though formal related-party transactions require Audit Committee approval.
- Alignment: Malone receives no director fees and holds substantial economic exposure through FWONB and FWONK, aligning interests with shareholders; Exchange Agreement limiting voting power to ~49% mitigates single-shareholder control risk.
- Perquisites: $1 million annual personal expense allowance and corporate aircraft use are notable; transparent disclosure and allocation under time-sharing agreements across Liberty entities.
- RED FLAGS: Non-independence; family relationship on the board; significant voting influence (mitigated by the Exchange Agreement); permissive hedging disclosure (no anti-hedging policy). No material legal proceedings disclosed.
Shareholder feedback: Majority-supported say-on-pay in 2024; future say-on-pay votes set to every three years.