Larry E. Romrell
Liberty MediaAbout Larry E. Romrell
Independent Class I director of Liberty Media Corporation (FWONA) since September 2011; age 85. Brings extensive telecommunications and venture capital experience from executive roles at Tele-Communications, Inc. (TCI) and Westmarc Communications (a TCI subsidiary). Currently serves on the Audit and Compensation Committees; determined independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tele-Communications, Inc. (TCI) | Multiple executive positions | 1991–1999 | Senior operating experience in cable and telecom; resource for management operations |
| Westmarc Communications, Inc. (TCI subsidiary) | Various executive roles | N/A | Cable TV and common carrier microwave operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| QVC Group | Director | Mar 1999–Sep 2011; Dec 2011–present | Liberty-related company board service valued for synergies |
| Liberty TripAdvisor Holdings | Director | Aug 2014–present | Liberty-related company board service |
| Liberty Global plc (LGP) | Director | Jul 2013–present | Non-Liberty public company board |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member. Audit Committee met 7 times in 2024; Compensation Committee met 6 times; Nominating & Corporate Governance met 4 times; Executive Committee held no meetings in 2024.
- Independence: Board determined Romrell and majority of directors are independent under Nasdaq/SEC rules. Independent directors held two executive sessions without management in 2024.
- Board activity: Full Board held 6 meetings in 2024; 6 of 9 then‑serving directors attended the 2024 annual meeting (individual attendance not disclosed).
Fixed Compensation
| Component (2024) | Amount | Details |
|---|---|---|
| Annual cash retainer and committee fees | $164,600 | Cash portion of director fees and committee participation; paid quarterly in arrears |
| Health insurance premiums (other comp) | $24,691 | Company-paid premiums |
| Total 2024 cash/other | $189,291 | Sum of cash and health premiums |
| 2025 standard director fee | $269,150 | Cash retainer $128,350; remainder electable in RSUs/options |
| Committee fees (2024/2025) | Audit: $30,000 member/$40,000 chair; Compensation: $10,000 member/$20,000 chair; Nominating: $10,000 member/$20,000 chair | Unchanged year-over-year |
Performance Compensation
| Award Type | Grant Date | Vehicle | Quantity | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|---|
| FWONK stock options | Dec 2024 | Options | 3,328 | $93.89 | Become exercisable on first anniversary (or earlier upon death/disability); forfeited if resign/removed before vest | 7 years from grant (or earlier post-cessation provision) |
| LLYVK stock options | Dec 2024 | Options | 1,141 | $72.91 | Same as above | Same as above |
| Director RSUs | Dec 2024 | RSUs | Not granted to Romrell | N/A | Standard RSU awards for other directors vest on first anniversary | N/A |
- No performance metrics tied to director equity; awards are time-based (one-year vest for RSUs; one-year to first exercisability for options).
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Liberty ecosystem boards | QVC Group (director), Liberty TripAdvisor (director) |
| Non-Liberty public boards | Liberty Global plc (LGP) |
| Committee interlocks/conflicts | Company reports no compensation committee interlocks or compensation committee engagement in related-party transactions in 2024 |
| Outside commitments policy | Board values directors’ roles across Liberty entities for synergies; considers non‑Liberty boards separately |
Expertise & Qualifications
- Telecommunications and cable operations expertise from senior roles at TCI/Westmarc; venture capital experience; recognized resource on management and operations in media/telecom.
Equity Ownership
| Series | Beneficial Ownership (000s) | % of Series | Notes |
|---|---|---|---|
| LLYVA | 5 | <1% | As of table noted with footnotes referencing Jan 31, 2025; amounts in thousands |
| LLYVB | ** | <1% | Less than 1,000 shares |
| LLYVK | 19 | <1% | Includes options exercisable within 60 days per footnote (7) |
| FWONA | 5 | <1% | As above |
| FWONB | ** | <1% | Less than 1,000 shares |
| FWONK | 36 | <1% | Includes options exercisable within 60 days per footnote (7) |
| Equity Awards Held (Dec 31, 2024) | FWONK Options (#) | LLYVK Options (#) | FWONK RSUs (#) | LLYVK RSUs (#) |
|---|---|---|---|---|
| Larry E. Romrell | 22,355 | 9,775 | 0 | 0 |
- Stock ownership guidelines: nonemployee directors must own shares equal to at least 3x annual cash retainer; five years from initial appointment to comply (company-level guideline; individual compliance not disclosed).
- Hedging/pledging: Company does not have policies prohibiting hedging transactions by directors; no pledging disclosed for Romrell (Maffei disclosed pledged FWONA and FWONK shares).
Governance Assessment
- Independence and committee load: Romrell is an independent director serving on both Audit and Compensation—key oversight roles—supporting board effectiveness; these committees met 7 and 6 times in 2024, respectively, indicating active engagement.
- Compensation mix and alignment: 2024 equity compensation was entirely options with one-year first exercisability and seven-year terms; lack of performance conditions on director awards means alignment relies on market exposure rather than explicit KPIs.
- Ownership alignment: Beneficial ownership across tracking stocks appears modest (<1% of each series) with meaningful option holdings; director ownership guidelines exist but individual compliance status is not disclosed.
- Interlocks and conflicts: Extensive Liberty ecosystem board service can provide synergies and information flow; company reports no compensation committee interlocks or related-party involvement by the compensation committee in 2024, mitigating immediate conflict concerns.
- RED FLAGS
- Hedging policy: Company states it does not have practices or policies restricting hedging/offsetting transactions in company equity, which may reduce alignment transparency for directors.
- Concentration of Liberty ecosystem roles: Multiple related-entity directorships can create perceived interlocks; continued disclosure and independence determinations help temper risk.
Notes: Individual meeting attendance rates, director-specific ownership guideline compliance, and any director-specific related-party transactions beyond those disclosed are not provided in the proxy; no additional Form 4/insider trade details included here.