Renee L. Wilm
Liberty MediaAbout Renee L. Wilm
Chief Legal Officer (since September 2019) and Chief Administrative Officer (since January 2021) of Liberty Media (Liberty Formula One Group), age 51 . She previously served as CEO of Las Vegas Grand Prix, Inc. from January 2022 to February 2025, leading race operations and commercialization of the Grand Prix Plaza . Liberty Formula One Group delivered another record year in 2024 with primary revenue up 8% year-over-year and Adjusted OIBDA growth, supported by 10% sponsorship growth and record attendance (6.5M), underscoring the operating context for executive performance pay . Over the 2019–2024 window, total shareholder return for Liberty’s Formula One tracking stocks reached ~$200 on a $100 initial investment (FWONA $200.30; FWONK $208.60) as disclosed in pay-versus-performance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Las Vegas Grand Prix, Inc. | Chief Executive Officer | Jan 2022 – Feb 2025 | Led F1 Las Vegas Grand Prix race efforts and year-round commercialization of Grand Prix Plaza; key role in event execution and monetization . |
| Liberty Media Acquisition Corp. (LMAC) | Director | Jan 2021 – Dec 2022 | Governance/transaction oversight at Liberty SPAC platform . |
| Baker Botts L.L.P. | Senior Partner; Exec. Committee; East Coast Corporate Dept. Chair; NY Partner-in-Charge | Pre-2019 (20+ yrs) | Advised Liberty entities across M&A, complex capital structures, governance and securities – core technical and transactional expertise . |
| GCI Liberty | Chief Legal Officer | Sep 2019 – Dec 2020 | Transitioned CLO role through entity restructurings and combination activity . |
| Atlanta Braves Holdings; LMAC; Liberty Broadband; Liberty TripAdvisor; QVC Group | CLO and/or CAO roles (various entities) | 2019–2024 | Enterprise-wide legal/admin leadership across Liberty complex during major transactions (Braves split-off, SiriusXM split-off, internal reclassifications) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Liberty Media Acquisition Corp. (LMAC) | Director | Jan 2021 – Dec 2022 | Board seat at Liberty-sponsored SPAC . |
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base salary (allocated to Liberty Media) | $1,455,000 | 2024 salary shown reflects portion allocated to Liberty Media under services agreements . |
| Target/Max bonus opportunity (Liberty Media portion) | Max $1,620,000 | LMC “Maximum Performance Bonus” allocable to Ms. Wilm; program set at up to 200% of base pay across companies . |
| Max bonus opportunity by entity (for reference) | LMC $1,620,000; QVC $300,000; Liberty Broadband $690,000; Liberty TripAdvisor $150,000; Atlanta Braves $240,000 | Sum aligns with “up to 200% of base pay” construct . |
| Actual 2024 bonus paid (Liberty Media portion) | $1,198,800 | See detailed payout mix below. |
| Actual 2024 bonus paid (All companies combined) | $2,220,000 | Reflects Service Companies’ payouts plus Liberty Media . |
| Other comp (life insurance; 401(k) match) | $2,543; $22,310 | Components of “All Other Compensation” –. |
| Deferred compensation participation (2024) | None | Ms. Wilm did not participate in 2024 . |
Performance Compensation
- Program structure (2024): 60% Individual Performance Bonus; 40% Corporate Performance Bonus (30% consolidated results, plus 10% revenue, 10% Adjusted OIBDA, 10% free cash flow; plus 10% corporate-level achievements) .
- Individual objectives (selected): drive strategic M&A (live events, MotoGP support), manage executive comp/HR, litigation and corporate compliance, complete SiriusXM combination, optimize capital structures, lead LVGP and Grand Prix Plaza commercialization, develop in-house legal talent, government affairs .
| Component (Liberty Media portion) | Max Opportunity | Payout % | Payout $ |
|---|---|---|---|
| Individual Performance Bonus (60% of LMC max = $972,000) | $972,000 | 75.00% | $729,000 |
| Corporate – Financial measures (20% out of 30% achieved → 66.67% of $486,000) | $486,000 | 66.67% | $324,000 |
| Corporate – Corporate-level achievements (9% out of 10% achieved → 90% of $162,000) | $162,000 | 90% | $145,800 |
| Total (Liberty Media portion) | $1,620,000 | — | $1,198,800 |
Corporate performance calibration (Operating Companies as a group): Revenue 5%/10%, Adjusted OIBDA 6%/10%, Free cash flow 9%/10%; 2024 forecast vs actual deviations shown for consolidated portfolio (revenue: +0.03%, Adjusted OIBDA: –0.53%, FCF: –5.76%) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Jan 31, 2025) | 104,000 FWONK; 46,000 LLYVK (in thousands in table; shown here as full shares) . |
| % of shares outstanding | ~0.05% FWONK (104,000 / 222,842,367); ~0.07% LLYVK (46,000 / 63,729,143) (calc; see outstanding shares and holdings ). |
| Vested vs unvested RSUs at 12/31/2024 | Unvested: 14,502 FWONK; 4,420 LLYVK . |
| Options – exercisable | 66,510 FWONK @ $42.06 exp 11/13/2026; 14,116 FWONK @ $42.10 exp 12/10/2027; 17,770 FWONK (of 35,540 tranche) @ $62.92 exp 12/08/2030; 3,211 LLYVK @ $20.01 exp 11/13/2026; 604 LLYVK @ $20.03 exp 12/10/2027; 4,295 LLYVK @ $45.33 exp 12/10/2027; 5,478 LLYVK (of 10,956 tranche) @ $33.97 exp 12/08/2030 –. |
| Options – unexercisable | 35,540 FWONK @ $62.92 exp 12/08/2030 (multiyear vest in 2025/2026); 10,956 LLYVK @ $33.97 exp 12/08/2030 (multiyear vest in 2025/2026) –. |
| Shares pledged | No pledging disclosed for Ms. Wilm (pledge disclosure noted for Mr. Maffei) . |
| Hedging policy | Company does not maintain a hedging/anti-hedging policy; employees/directors may hedge (disclosed) . |
| Ownership guidelines | Executives: own ≥3x value of annual performance RSUs; 5 years to comply . Compliance status for individuals not disclosed . |
Vesting supply/insider selling pressure watch:
- 2025 scheduled vesting (approximate): ~7,251 FWONK + ~2,210 LLYVK RSUs from 2023 multiyear tranches (half of remaining), plus remaining supplemental RSUs of 2,659 FWONK and 2,192 LLYVK vest 12/9/2025 → ~9,910 FWONK and ~4,402 LLYVK RSUs vesting in 2025 (calc from unvested balances and schedules ). At 12/31/2024 prices (FWONK $92.66; LLYVK $68.06), this represents ~$918k FWONK and ~$300k LLYVK of gross value (calc; prices from ).
Equity Awards & Vesting Schedules (recent awards)
| Grant | Instrument | Quantity | Key terms / Vesting |
|---|---|---|---|
| 2024 Chief RSUs (FWONK) | Performance RSUs | 10,789 | Committee approved full vest based on performance/objectives . |
| 2024 Chief RSUs (LLYVK) | Performance RSUs | 3,286 | Committee approved full vest based on performance/objectives . |
| 2024 Chief RSUs (LSXMK) | Performance RSUs | 9,473 | Accelerated at target due to SiriusXM split-off . |
| 2023 Chief Multiyear Options (FWONK/LLYVK) | Options | FWONK 35,540 unexercisable (plus 17,770 already exercisable); LLYVK 10,956 unexercisable (plus 5,478 already exercisable) – | Vest in equal installments on 12/8/2025 and 12/8/2026; 7-year term . |
| 2023 Chief Multiyear RSUs (FWONK/LLYVK) | RSUs | Unvested: 14,502 FWONK; 4,420 LLYVK | Vest in equal installments on 12/9/2025 and 12/9/2026 . |
| 2023 Chief Supplemental RSUs (FWONK/LLYVK) | RSUs | Remaining tranche: 2,659 FWONK; 2,192 LLYVK | Vest 12/9/2025 . |
Employment Terms
- Severance: No severance pay or other benefits upon termination without cause for Ms. Wilm (or Mr. Wendling); economic outcomes tied to equity award vesting mechanics .
- Change-in-control: Single-trigger acceleration – outstanding options and RSUs vest/lapse restrictions upon a change in control (unless equivalent awards are substituted) –.
- Potential payouts (as of 12/31/2024, based on FWONK $92.66; LLYVK $68.06):
- Termination without cause/for good reason: $9,688,923 (options $6,682,669; RSUs $3,006,254) .
- Death or disability: $10,169,405 (options $6,905,900; RSUs $3,263,505) .
- After change in control: $10,169,405 (options $6,905,900; RSUs $3,263,505) .
- Clawback policy: Dodd-Frank compliant policy adopted August 2023; mandatory recovery of incentive-based comp upon accounting restatements; additional company recoupment rights for misconduct and confidentiality breaches .
- Hedging/pledging: No anti-hedging policy; personal pledging not disclosed for Ms. Wilm .
Compensation Structure Analysis
- Mix shift and pay-at-risk: A large portion of Ms. Wilm’s compensation remains variable (performance bonus + equity). Liberty Media paid $1.20M of her 2024 bonus (LMC portion) vs. $1.46M base salary allocated to LMC, with total bonus across entities of $2.22M, reflecting significant variable weighting aligned to defined corporate metrics and individual objectives .
- Metric rigor: Corporate financial measures achieved 20% out of a possible 30% (66.67% factor), indicating partial attainment, while corporate-level achievements paid at 90% of that tranche (9%/10%) .
- Discretion/use of judgment: Compensation committee exercised judgment to vest 100% of 2024 performance RSUs for Ms. Wilm (FWONK and LLYVK), citing individual performance and overall results; discretion also applied to LSXMK acceleration due to structural transaction (split-off) .
- Ownership alignment: Executive stock ownership guideline at 3x annual performance RSU value supports alignment, but hedging is permitted and individual compliance status is not disclosed – a governance gap vs. emerging best practice .
- No tax gross-ups on perquisites; company states compensation practices do not encourage excessive risk-taking .
Say-on-Pay & Shareholder Feedback
- Say-on-pay: Majority of voting power approved 2024 say-on-pay; frequency set to triennial by shareholders and adopted by Board .
Risk Indicators & Red Flags
- Single-trigger CIC acceleration of equity may increase change-of-control payout sensitivity and perceived takeover resistance, though common among tracking-stock structures –.
- Hedging permitted (no anti-hedging policy) – potential misalignment risk vs. long-term shareholder exposure .
- Committee discretion to vest performance RSUs in full (2024) introduces potential for non-formulaic outcomes; transparency was provided in the proxy .
- No severance for termination without cause reduces cash burn risk but pushes more value into equity—heightening focus on vesting event windows for potential selling pressure .
Expertise & Qualifications
- Deep legal, M&A and governance expertise (20+ years advising Liberty entities), executive leadership across Liberty’s portfolio, and operating leadership as CEO of LVGP; roles include complex capital structure execution, large M&A (MotoGP deal support), and major corporate actions (SiriusXM combination) .
Work History & Career Trajectory
- Baker Botts Senior Partner (corporate/M&A/securities; Exec Committee/office lead) → Liberty enterprise CLO/CAO roles (2019–present) → Operating leadership (CEO, Las Vegas Grand Prix, 2022–2025) while maintaining group legal leadership .
Compensation Committee Analysis
- Committee: Independent (Chair: M. Ian G. Gilchrist; members: Larry E. Romrell, Andrea L. Wong); 6 meetings in 2024; external input from Mercer for market analysis; no interlocks or related-party engagement in 2024 .
- Philosophy: pay-for-performance with significant equity and performance bonuses; clawbacks and ownership guidelines in place .
Investment Implications
- Net alignment is constructive: high variable pay tied to multi-metric results and multi-year equity with sizable 2025–2026 vesting tranches creates ongoing retention hooks and line-of-sight to operating KPIs (revenue, Adjusted OIBDA, FCF) .
- Watch governance gaps: single-trigger CIC acceleration and the absence of an anti-hedging policy; also monitor the committee’s discretionary vesting decisions as a forward indicator of pay rigor – .
- Flow/technical signals: 2025 RSU vesting (~9.9k FWONK; ~4.4k LLYVK) and multiyear option vest tranches (FWONK/LLYVK) could incrementally add supply around December 2025 and 2026, though actual selling depends on individual plans and 10b5-1 activity (not disclosed here) –.
- Performance backdrop supportive: Formula One Group’s 2024 record revenue and Adjusted OIBDA, growing sponsorship and attendance, and M&A pipeline (MotoGP) underpin the strategic context for Ms. Wilm’s objectives and incentive payouts .
Sources: Liberty Media (Liberty Formula One Group) 2025 Definitive Proxy (DEF 14A), filed March 28, 2025: executive officer bio and roles ; compensation philosophy and program –; summary comp and components –; equity awards and vesting –; ownership and policies ; CIC/termination economics –; say-on-pay ; F1 operating highlights ; pay vs performance TSR series .