J. David Wargo
Liberty BroadbandAbout J. David Wargo
Independent director of Liberty Broadband since March 2015 (Class I; term expires at the 2027 annual meeting). Age 71. Co-Chair of the Compensation Committee and member of the Audit Committee. Founder and President of Wargo & Company, Inc. with deep investment analysis and capital markets expertise across communications; prior senior roles at New Mountain Capital, The Putnam Companies, Marble Arch Partners, and State Street Research & Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wargo & Company, Inc. | Founder & President | 1993 – present | Specializes in investing in the communications industry |
| New Mountain Capital, LLC | Co-founder; Member | 2000 – 2008 | Private equity investing/oversight |
| The Putnam Companies | Managing Director & Senior Analyst | 1989 – 1992 | Public markets investment analysis |
| Marble Arch Partners | Senior Vice President & Partner | 1985 – 1989 | Technology development focus |
| State Street Research & Management | Partner; Senior Analyst; Assistant Director of Research | 1978 – 1985 | Sell-side/buy-side research leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Liberty TripAdvisor Holdings, Inc. | Director | Aug 2014 – present | Liberty-affiliated public company |
| Liberty Global plc (LGP) | Director | Jun 2013 – present | Non-Liberty public board (as categorized) |
| Vobile Group Limited | Director | Jan 2018 – present | Non-Liberty public board |
| Discovery (predecessor to WBD) | Former Director | Sep 2008 – Apr 2022 | Prior service |
| Liberty Global, Inc. (LGI predecessor) | Former Director | Jun 2005 – Jun 2013 | Prior service |
| Liberty Media International (LMI) | Former Director | May 2004 – Jun 2005 | Prior service |
| Discovery Holding Company (DHC) | Former Director | May 2005 – Sep 2008 | Prior service |
| Strategic Education, Inc. | Former Director | Mar 2001 – Apr 2019 | Formerly Strayer Education |
Board Governance
- Independence: Board determined Wargo is independent under Nasdaq/SEC rules .
- Committees: Compensation (Co-Chair); Audit (Member) .
- Committee activity (2024): Compensation met 6 times; Audit met 7 times .
- Board structure: Classified board; Wargo is Class I (term ends 2027) . 11 full Board meetings held in 2024 .
- Engagement: Independent directors held 3 executive sessions without management in 2024 . Six of eight then-serving directors attended the 2024 annual stockholder meeting (individual attendance not disclosed) .
- Leadership: Company combines Chair/CEO roles (no Lead Independent Director named) .
Fixed Compensation
| Item | 2024 Amount | 2025 Policy/Amount | Notes |
|---|---|---|---|
| Annual director retainer (nonemployee) | $182,175 | $187,650 | Paid quarterly in arrears; 2025 to be paid solely in cash |
| Committee fees – Audit (Member/Chair) | $15,000 / $25,000 | Same as 2024 | Per year, per committee |
| Committee fees – Compensation (Member/Chair) | $10,000 / $15,000 | Same as 2024 | Wargo is Co-Chair |
| Committee fees – Nominating & Governance (Member/Chair) | $10,000 / $15,000 | Same as 2024 | Not applicable to Wargo in 2024 |
| Multiyear cash award (Directors) | Granted Aug 2024; 50% vested 12/11/2024; 50% vests 12/11/2025 | Remaining 50% vests 12/11/2025 | Service-based vesting |
| 2024 Director compensation – J.D. Wargo | Fees earned $30,000; All other comp $127,505; Total $157,505 | n/a | “All other comp” reflects value of vested portion of the 2024 Director Cash Award |
Performance Compensation
- No performance-based director equity awards were granted in 2024; directors held legacy options from prior years (Wargo held 31,439 LBRDK options outstanding as of 12/31/2024) . The 2024 director cash award vests by service, not performance (50% in 2024, 50% in 2025) .
| Director Performance Metric | Weight | 2024 Outcome | Payout Impact |
|---|---|---|---|
| Performance-linked metrics for nonemployee directors | Not applicable | Not disclosed for directors | No performance metrics disclosed; 2024 award was time/tenure-based |
Other Directorships & Interlocks
| Company | Category | Overlap/Interlock Relevance |
|---|---|---|
| Liberty TripAdvisor Holdings, Inc. | Liberty-affiliated | Reinforces Liberty ecosystem ties and information flow |
| Liberty Global plc | Non-Liberty public company | Industry expertise; no disclosed conflicts at LBRDA |
| Vobile Group Limited | Non-Liberty public company | Technology/media adjacency |
- Compensation Committee Interlocks: Company reports no compensation committee interlocks and no compensation committee engagement in related party transactions in 2024 .
Expertise & Qualifications
- Capital allocation and corporate finance: decades of investment analysis and management experience; co-founded New Mountain Capital and led at Putnam and State Street Research .
- Communications and technology investing: Wargo & Company specializes in communications sector investing .
- Governance oversight: Co-Chair of Compensation Committee; member of Audit Committee, contributing to pay design, service agreement oversight, and financial reporting oversight .
Equity Ownership
| Security | Beneficial Ownership | Percent of Series | Notable Details |
|---|---|---|---|
| LBRDA | 33,000 shares (includes 1,001 by spouse; disclaimed as to spouse) | <1% (“*”) | 27,602 LBRDA pledged by Wargo; 672 LBRDA pledged by spouse |
| LBRDK | 107,000 shares (includes 3,154 by spouse; disclaimed as to spouse) | <1% (“*”) | 56,329 LBRDK pledged by Wargo; 2,202 LBRDK pledged by spouse |
| Options (exercisable within 60 days) | 31,439 LBRDK options | n/a | Legacy director options outstanding as of 12/31/2024 |
- Stock ownership guidelines (Directors): Previously required ownership equal to 3x director fee; guidelines were eliminated in March 2025 given pending merger; 2025 director fees and any future fees pre-merger to be paid solely in cash .
Governance Assessment
-
Positives
- Independent director with deep finance and communications sector expertise; co-chairs Compensation and serves on Audit, enhancing board oversight of pay and financial controls .
- No compensation committee interlocks or related-party engagement by the compensation committee in 2024, mitigating conflict risk in pay-setting .
- Formal clawback policy adopted in Aug 2023 aligned with Nasdaq/Dodd-Frank rules, supporting accountability for incentive pay (executive-focused but indicative of governance rigor) .
- Active committee cadence (Audit 7; Comp 6) and Board engagement (11 meetings; independent executive sessions) support oversight .
-
RED FLAGS / Watch items
- Pledging of shares: Wargo has pledged 27,602 LBRDA and 56,329 LBRDK (plus spouse pledges), which can pose forced-sale risk in volatility; this is a notable alignment concern for investors .
- Director equity alignment: Director stock ownership guidelines were eliminated in March 2025 due to pending merger; combined with 2025 cash-only fees, this reduces structural equity alignment pre-merger .
- Board environment: Combined Chair/CEO and no Lead Independent Director could concentrate agenda control; board remains classified (reduced annual accountability) .
-
Shareholder feedback and say-on-pay
- Majority support on 2024 say-on-pay; cadence is every three years (last chosen in 2021), suggesting no recent widespread pay concerns among voters; relevant as Wargo co-chairs Compensation .
Overall, Wargo brings strong finance and sector expertise and leads critical pay oversight, but the pledging of shares and elimination of director ownership guidelines are notable governance risks for alignment and potential forced-selling dynamics in stress scenarios .