Brian J. Wendling
Liberty BroadbandAbout Brian J. Wendling
Brian J. Wendling is Liberty Broadband’s Principal Financial Officer (since July 2019) and Chief Accounting Officer (since January 2020), age 52, with concurrent finance leadership roles across Liberty Media and QVC Group; he also serves as Senior Vice President & CFO of Liberty TripAdvisor and is a director of comScore, Inc. . Liberty Broadband ties executive pay to long-term value creation with emphasis on revenue, Adjusted OIBDA, and free cash flow, and reports cumulative TSR since 2019 of $59.70 for LBRDA and $59.45 for LBRDK, 2024 net income of $869 million, and 2024 Adjusted OIBDA of $7,554 million (company-wide disclosure for “Pay Versus Performance”) . Wendling’s compensation is performance-based and governed by the services agreement with Liberty Media, with equity awards and cash bonuses granted by Liberty Broadband .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Liberty Broadband | Principal Financial Officer | Jul 2019–present | Led financial reporting, controls, and oversight of GCI; supported capital planning and strategic projects . |
| Liberty Broadband | Chief Accounting Officer | Jan 2020–present | Maintained robust control environment and timely SEC reporting . |
| Liberty Media | Principal Financial Officer | Jul 2019–present | Contributed to consolidated forecasting, liquidity and capital structure initiatives (used in corporate bonus) . |
| Liberty Media | Chief Accounting Officer | Jan 2020–present | Drove cross-portfolio compliance including new SEC cybersecurity rules . |
| QVC Group | Principal Financial Officer; Chief Accounting Officer | Jul 2019–present; resigning Mar 31, 2025 | Supported portfolio-level targets (revenue, Adjusted OIBDA, FCF) in corporate bonus metrics . |
| Liberty TripAdvisor | SVP & CFO | Jan 2016–present | Oversight contributed to “Operating Companies” financial measures used for bonus determinations . |
| Atlanta Braves Holdings | Principal Financial Officer & Chief Accounting Officer | Dec 2022–Aug 2024 | Portion of bonus deemed at target upon management change in Aug 2024 . |
| LMAC (Liberty Media Acquisition Corp.) | Principal Financial Officer & Chief Accounting Officer | Nov 2020–Dec 2022 | SPAC finance leadership and controls . |
| GCI Liberty | Principal Financial Officer & Chief Accounting Officer | Jul 2019/Jan 2020–Dec 2020 | Transitioned awards to Liberty Broadband upon combination . |
| Liberty Broadband, Liberty Media, QVC Group | SVP & Controller | Jan 2016–Dec 2019 | Built reporting and control infrastructure across entities . |
| GCI Liberty | SVP & Controller | Mar 2018–Dec 2019 | Integration of control environment pre-combination . |
| Liberty TripAdvisor | VP & Controller | Aug 2014–Dec 2015 | Accounting leadership . |
| Liberty Broadband; Liberty Media; QVC Group | VP & Controller | Oct/Nov 2011–Dec 2015 | Controllership across multiple issuers . |
| Liberty Media & QVC Group | Various positions | Since 1999 | Long-tenured finance/controls experience . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| comScore, Inc. | Director | Mar 2021–present | Brings measurement/analytics expertise to board oversight . |
Fixed Compensation
- Liberty Broadband does not separately pay a base salary to Wendling under its services agreement; equity awards and performance-based bonuses are provided by Liberty Broadband, while base pay is administered by Liberty Media .
- 2024 Liberty Broadband performance-based cash bonus paid: $309,293, comprised of individual performance ($199,238), corporate financial measures ($75,900), and corporate-level achievements ($34,155) .
| 2024 LBRDA Cash Bonus Structure | Target ($) | Maximum ($) | Actual Paid ($) |
|---|---|---|---|
| Individual performance (60% weight) | $189,750 | $227,700 | $199,238 (87.5% of max individual) |
| Corporate financial measures (Revenue, Adjusted OIBDA, FCF) | — | $113,850 | $75,900 (66.67% of financial component) |
| Corporate-level achievements (M&A, financing, compliance) | — | $37,950 | $34,155 (90% of corporate achievements) |
| Total | — | $379,500 | $309,293 |
Performance Compensation
Annual bonus metrics and payout (2024)
| Metric | Weighting | Target/Structure | Actual performance vs plan | Payout and vesting |
|---|---|---|---|---|
| Individual goals (timely/accurate reporting, controls, GCI oversight, cybersecurity) | 60% | Qualitative evaluation by Comp Committee | Strong performance; 87.5% payable | $199,238 cash; paid Dec 2024 |
| Revenue (Operating Companies) | 10% of corporate | Forecast vs budget (constant currency) | +0.03% vs forecast | 5% of 10% → contributes to 66.67% of financial component |
| Adjusted OIBDA (Operating Companies) | 10% of corporate | Forecast vs budget | -0.53% vs forecast | 6% of 10% → contributes to 66.67% of financial component |
| Free Cash Flow (Operating Companies) | 10% of corporate | Forecast vs budget | -5.76% vs forecast | 9% of 10% → contributes to 66.67% of financial component |
| Corporate-level achievements | 10% | M&A, financing, SEC/audit, litigation, tax | High achievement (90% payable) | $34,155 cash; paid Dec 2024 |
Equity awards
| Award type | Grant date | Units/Options | Terms | Fair value |
|---|---|---|---|---|
| 2024 Chief RSUs (LBRDK) | Mar 6, 2024 | 3,663 | Performance-based; vested in full based on 2024 performance | $205,861 |
| 2023 Chief Multiyear RSUs (LBRDK) | Dec 2023 | 2,720 unvested as of 12/31/24 | Vests 12/9/2025 and 12/9/2026 in equal tranches | $203,347 (market value at 12/31/24) |
| 2023 Chief Multiyear Options (LBRDK) | Dec 2023 | 3,754 ex.; 7,508 unex. | Strike $76.45; expire 12/11/2030; vest 12/11/2025 & 12/11/2026 (equal) | |
| 2023 Chief Supplemental Options (LBRDK) | Dec 2023 | 16,468 ex.; 16,468 unex. | Strike $77.68; expire 12/13/2030; vest 12/13/2025 & 12/13/2026 (equal) | |
| Legacy options (various LBRDK strikes from prior plans) | Various | 25,578 ex. (164.99/164.78 strikes) | Legacy, out-of-the-money at 12/31/24 closing price $74.76 | — |
Multiyear cash awards (retention)
| Award | Grant date | Vesting schedule | Amount recognized (2024) |
|---|---|---|---|
| 2024 Chief Cash Award | Aug 2024 | 50% on 12/11/2024; 50% on 12/11/2025 (service condition) | $625,939 (vested portion in 2024) |
Equity Ownership & Alignment
| Holding | Quantity | Notes |
|---|---|---|
| LBRDA shares | 0 | Beneficial ownership as of Jan 31, 2025 . |
| LBRDK shares | 58,000 (in thousands table) | Includes options exercisable within 60 days (45,800 LBRDK options across directors/NEOs listing) . |
| LBRDP shares | 18,000 (in thousands table) | Preferred shares beneficially owned . |
| Vested vs unvested RSUs | Vested: 3,300 in 2024; Unvested: 2,720 (2013 multiyear RSUs remaining) | 2024 RSUs vested in full; 2023 RSUs scheduled for 2025/2026 . |
| Options (in-the-money value at 12/31/24) | $0 | All outstanding options had exercise prices above LBRDK $74.76 at 12/31/24 . |
| Pledging | None disclosed for Wendling | Pledge disclosures noted for other insiders; no pledge footnote for Wendling . |
| Ownership guidelines | Executive stock ownership guidelines (3x annual performance RSU value) eliminated in March 2025 | Director guidelines also eliminated for 2025 while merger pending . |
| Hedging policy | Company states it has no practices or policies restricting hedging (no prohibitions disclosed) | Governance consideration for alignment . |
2024 insider activity: Wendling did not exercise options; 3,300 RSUs vested with value $227,977 .
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | Not disclosed; compensation governed via Liberty Media services agreement . |
| Severance | No severance entitlement upon termination without cause; unvested cash awards forfeited; forward-vesting for certain equity tranches; RSU vesting subject to performance determination . |
| Death/Disability | Equity options vest; restrictions lapse on cash and RSUs; no severance; values based on LBRDK $74.76 at 12/31/24 . |
| Change-in-control | Single-trigger acceleration: all RSUs, cash awards, and options vest (options out-of-the-money at 12/31/24 carry no value) . |
| Illustrative 12/31/24 benefits table (LBRDA) | Termination without cause: RSUs $445,271; Change-in-control: RSUs $477,193 + cash awards $625,939; total $1,103,132 . |
Compensation Structure Analysis
- Mix trends: In 2024, Wendling’s Liberty Broadband compensation comprised $625,939 multiyear cash awards, $205,861 stock awards, and $309,293 performance bonus; no option grants in 2024 (option grants concentrated in multiyear awards in Dec 2023) .
- Performance linkage: Annual bonus weighted 60% individual and 40% corporate, with corporate metrics spanning revenue, Adjusted OIBDA, free cash flow and corporate achievements; payouts scaled to forecast-vs-budget performance .
- Governance protections: Clawback policy adopted August 2023 compliant with Nasdaq/Dodd-Frank; extends to restatements and misconduct, with additional confidentiality clawbacks in equity agreements .
- Shareholder-friendly practices: No tax gross-ups on perquisites; compensation committee independence; say‑on‑pay most recently approved by a majority (triennial cadence) .
| Summary Compensation (LBRDA only) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | — | — | — |
| Bonus – Multiyear cash awards ($) | — | — | 625,939 |
| Stock awards ($) | 234,765 | 467,488 | 205,861 |
| Option awards ($) | — | 1,224,774 | — |
| Non‑equity incentive plan ($) | 287,431 | 232,805 | 309,293 |
| All other ($) | — | — | — |
| Total ($) | 522,196 | 1,925,067 | 1,141,093 |
Investment Implications
- Pay-for-performance alignment: Cash bonus outcomes tied to objective portfolio-level metrics and qualitative execution, with full vesting of 2024 RSUs suggesting high individual performance; multiyear awards stagger vesting through 2026, reducing near‑term attrition risk .
- Potential selling pressure windows: Upcoming vest dates on Dec 9 & 11, 2025 and 2026 for RSUs and options; however, options are currently far out‑of‑the‑money at $74.76 (12/31/24), moderating option‑driven sales unless price appreciates materially .
- Alignment considerations: No pledged shares and no Liberty Broadband‑specific hedging restrictions disclosed; elimination of executive ownership guidelines in Mar 2025 during pending Charter merger modestly reduces formal alignment requirements .
- Change‑of‑control economics: Single‑trigger acceleration of RSUs and cash awards under a change in control (e.g., Charter transaction), creating a potential liquidity event but not an ongoing severance obligation for Wendling .
- Governance/comp risks: Robust clawback framework and no tax gross‑ups support investor alignment; most recent say‑on‑pay vote passed, indicating shareholder support for the program structure .