Gregg L. Engles
Liberty BroadbandAbout Gregg L. Engles
Independent Class III director of Liberty Broadband (LBRDA) since December 2020; age 67. Former CEO/Chairman with deep operating experience in consumer packaged goods and public company governance, currently bringing executive leadership perspective to the Board’s evaluation of strategic opportunities. Committee memberships: Audit (member) and Nominating & Corporate Governance (member). The Board has determined Engles is independent under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WhiteWave Foods Company | Chairman & CEO | Oct 2012 – Apr 2017 (acquired by Danone) | Led a global food and beverage company to sale; provides operating and strategic perspective to LBRDA board. |
| Dean Foods Company | CEO (and prior Chairman) | Apr 1996 – Oct 2012; Chairman Apr 1996 – Jul 2013; Vice-Chairman Jan–May 2002 | Large-cap public company leadership; consumer ops experience. |
| Borden Dairy Company | Chairman; CEO | CEO Jul 2020 – Nov 2022 | Operational turnaround and leadership experience. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chipotle Mexican Grill, Inc. | Director | Jul 2020 – present | Current “non-Liberty” public board; no disclosed competitive interlock with Charter/GCI. |
Board Governance
- Independence: The Board determined Engles is independent; 86% of directors are independent; independent directors chair Audit, Compensation, and Nominating committees.
- Committee assignments: Audit (member); Nominating & Corporate Governance (member). Audit met 7 times in 2024; Nom/Gov met 3 times in 2024.
- Board activity: 11 Board meetings in 2024; three executive sessions of independent directors; six of eight then-serving directors attended the 2024 annual meeting.
- Leadership structure: Chairman/CEO combined; no lead independent director.
- Risk oversight: Audit oversees financial, operational, cyber, conflict risks; Compensation oversees comp risk; Nom/Gov oversees board composition and structural risks.
Fixed Compensation (Director)
| Year | Component | Amount (USD) |
|---|---|---|
| 2024 | Fees Earned or Paid in Cash | $116,088 |
| 2024 | All Other Compensation (vested portion of Aug 2024 multiyear cash award) | $33,091 |
| 2024 | Total | $149,179 |
| 2025 (Schedule) | Annual Director Fee (non-employee) | $187,650; committee fees: Audit member $15,000 (chair $25,000), Compensation member $10,000 (chair $15,000), Nom/Gov member $10,000 (chair $15,000). 2025 director fees paid solely in cash due to merger agreement. |
Notes:
- 2024: No equity grants to directors; multiyear cash awards granted Aug 2024 vest 50% on Dec 11, 2024 and 50% on Dec 11, 2025, subject to continued service.
- Prior RSU/option election for director fees discontinued for 2025 (cash only).
Performance Compensation (Director)
| Element | Structure | Metrics | Status |
|---|---|---|---|
| Multiyear Cash Award (Aug 2024) | Time-vested cash | None (service-based) | 50% vested Dec 11, 2024; remaining 50% vests Dec 11, 2025 with continued service. |
| Equity awards (Director) | None in 2024 | N/A | No director equity grants in 2024. |
No director performance-based metrics (TSR/financial/ESG) disclosed for Engles’ director compensation.
Other Directorships & Interlocks
| Company | Role | Tenure |
|---|---|---|
| Danone | Director | Apr 2017 – Dec 2020 |
| GCI Liberty, Inc. | Director | Mar 2018 – Dec 2020 |
| Liberty Expedia Holdings, Inc. | Director | Nov 2016 – Jul 2019 |
| Dean Foods Company | Chairman | Apr 1996 – Jul 2013; other roles noted above |
| Treehouse Foods, Inc. | Director | Jun 2005 – May 2008 |
The proxy states no compensation committee interlocks or compensation committee engagement in related party transactions in 2024 at LBRDA.
Expertise & Qualifications
- Significant operational experience from senior leadership at WhiteWave, Dean Foods, and Borden; adds executive leadership perspective to public-company operations and strategy.
- Board skills include evaluating strategic opportunities; contributes to Audit and Nom/Gov oversight as an independent member.
Equity Ownership
| Series | Beneficially Owned Shares | Percent of Series | Notes |
|---|---|---|---|
| LBRDA | — | — | No LBRDA shares listed for Engles in ownership table. |
| LBRDB | — | — | — |
| LBRDK (non-voting) | 16,000 | * (less than 1%) | Includes 12,177 LBRDK shares underlying options exercisable within 60 days after Jan 31, 2025. |
| LBRDP | — | — | — |
- Options held (granted in prior years): 12,177 LBRDK options; exercisable within 60 days after Jan 31, 2025.
- Ownership guidelines: Previously required 3× director fee; eliminated in March 2025 as future director fees will be cash-only until merger with Charter.
- Pledging: No pledging footnote disclosed for Engles; pledging disclosures pertain to another director (Wargo).
Governance Assessment
- Positives: Independent director with relevant operating and public-company governance experience; active membership on Audit and Nom/Gov committees that met 7 and 3 times respectively in 2024; Board majority independent; independent chairs on key committees; no compensation committee interlocks or related-party engagement in 2024.
- Watch items: Elimination of director stock ownership guidelines (March 2025) and cash-only fees may reduce explicit “skin-in-the-game” alignment pre-merger; combined Chair/CEO role with no lead independent director increases reliance on committee independence and executive sessions.
- Conflicts/related-party: No Engles-specific related party transactions or legal proceedings disclosed; Board-level exchange agreement with Chairman aims to prevent any single stockholder exceeding 50% voting power.
- Engagement: Board met 11 times in 2024 and held three independent director executive sessions; annual meeting attendance not disclosed by director, but six of eight then-serving directors attended 2024 annual meeting.
Overall, Engles strengthens Board effectiveness through audit and governance oversight and seasoned operator perspective; alignment signals modestly weakened by removal of director stock-holding guidelines ahead of the Charter merger, but no Engles-specific conflicts or red flags (pledging, related-party transactions, legal proceedings) are disclosed.