M. Ian G. Gilchrist
Liberty MediaAbout M. Ian G. Gilchrist
Independent director since September 2011; age 75. Former investment banker and financial analyst with 36 years in media and telecom, including senior roles at Citigroup/Salomon Brothers (1995–2008), CS First Boston (1988–1995), Blyth Eastman Paine Webber (1982–1988), and Warburg Paribas Becker (1976–1982). Current committee assignments: Chair—Compensation; Member—Audit and Nominating & Corporate Governance; designated Audit Committee Financial Expert. Determined independent under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trine Acquisition Corp. (SPAC) | Director and President | Mar 2019 – Dec 2020 | Led SPAC; public markets/transaction execution experience |
| Citigroup Inc. / Salomon Brothers Inc. | Various officer positions incl. Managing Director | 1995 – 2008 | Media/telecom investment banking |
| CS First Boston Corporation | Officer | 1988 – 1995 | Investment banking |
| Blyth Eastman Paine Webber | Officer | 1982 – 1988 | Investment banking |
| Warburg Paribas Becker Incorporated | Vice President | 1976 – 1982 | Investment banking |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| QVC Group | Director | Jul 2009 – present |
| Trine Acquisition Corp. | Director | Mar 2019 – Dec 2020 |
| Ackerley Communications Inc. | Director | 1995 – 2000 |
| Non-Liberty public company directorships | None | N/A |
Board Governance
- Committee leadership: Compensation Committee Chair; Member—Audit and Nominating & Corporate Governance; designated Audit Committee Financial Expert by the Board.
- Independence: Board determined Gilchrist is independent. Independent directors chaired audit, compensation, and nominating committees in 2024.
- Meetings: Board met 6 times in 2024; Audit met 7 times; Compensation met 6 times; Nominating & Corporate Governance met 4 times. (Director-specific attendance not disclosed.)
- Executive sessions: Independent directors held two executive sessions without management in 2024.
- Interlocks/related party: No compensation committee interlocks and no compensation committee engagement in related party transactions in 2024.
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $154,600 |
| Stock Awards | $0 |
| Option Awards | $155,509 |
| Change in Pension Value and Nonqualified Deferred Compensation Earnings | $0 |
| All Other Compensation (health premiums) | $24,691 |
| Total | $334,800 |
- Director fee structure (policy): Annual director fee $261,300 in 2024 ($124,600 cash retainer + ability to elect $136,700 in RSUs/options); committee fees: Audit ($30,000 member/$40,000 chair), Compensation ($10,000 member/$20,000 chair), Nominating ($10,000 member/$20,000 chair); Executive Committee ($10,000). (2025 director fee increased to $269,150; cash retainer $128,350; equity election $140,800.)
Performance Compensation
| Equity Grant (Dec 2024) | Series | Quantity | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|
| Stock Options | FWONK | 3,328 | $93.89 | First anniversary; earlier vest on death/disability; forfeiture if resignation/removal pre-vesting | 7 years from grant; or until first business day after first anniversary of board departure |
| Stock Options | LLYVK | 1,141 | $72.91 | First anniversary; earlier vest on death/disability; forfeiture if resignation/removal pre-vesting | 7 years from grant; or until first business day after first anniversary of board departure |
- Director RSUs: None granted to Gilchrist in Dec 2024 (RSU table lists other directors).
- Performance metrics: None disclosed for director equity; grants are service-based with one-year vesting.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | QVC Group Director (Liberty-affiliated) |
| Prior public boards | Trine Acquisition Corp.; Ackerley Communications Inc. |
| Interlocks | Company states no compensation committee interlocks in 2024 |
| Outside commitments perspective | Board values cross-service across Liberty companies; “non-Liberty” directorships emphasized in governance review |
Expertise & Qualifications
- 36 years media/telecom investment banking and financial analysis; key resource on financial services firm engagement.
- Audit Committee Financial Expert designation under SEC rules.
- Skills matrix: finance, capital markets, M&A, sector expertise aligned with Liberty Media’s portfolio.
Equity Ownership
| Instrument (as of 12/31/2024) | Series | Quantity |
|---|---|---|
| Options (outstanding) | FWONK | 18,976 |
| Options (outstanding) | LLYVK | 9,631 |
| RSUs (outstanding) | FWONK | 0 |
| RSUs (outstanding) | LLYVK | 0 |
- Director stock ownership guidelines: Nonemployee directors must own ≥3x the value of annual cash retainer; 5-year compliance window from initial appointment. (Compliance status by director not disclosed.)
Governance Assessment
- Strengths: Independent, chairs Compensation Committee, and designated Audit Committee Financial Expert—enhances board oversight of pay and financial reporting; active participation across key committees with robust 2024 cadence (Audit 7; Compensation 6; Nominating 4).
- Alignment: Mix of cash fees and equity (options with one-year vest and seven-year term); meaningful outstanding options suggest economic alignment with shareholder value creation.
- Conflicts/related party: Company discloses no compensation committee interlocks or compensation committee related-party engagement in 2024; broader governance steps to limit voting control (Malone exchange agreement) reduce single-holder dominance risk.
- Policies: Insider Trading Policy on file; Code of Ethics and governance guidelines published; independent director executive sessions held (2 in 2024), supporting independent oversight.
- RED FLAGS: None disclosed specific to Gilchrist—no hedging/pledging disclosures specific to him, no related-party transactions, and no attendance issues reported. (Director-specific attendance rates not disclosed.)