John C. Malone

About John C. Malone

John C. Malone (age 84) is Chairman of the Board and, effective January 1, 2025, President and Chief Executive Officer of Liberty Broadband (LBRDA). He has served as a director since November 2014 and is widely regarded as a leading figure in media and telecom, previously co-founding Liberty Media’s predecessor while President of TCI; the board cites his sophisticated problem-solving and risk assessment skills as core credentials . The board currently combines the Chair and CEO roles under Malone and has not appointed a lead independent director, citing the pending Charter combination and his deep industry expertise .

Past Roles

External Roles

Board Governance

• Independence and structure: The board is 86% independent; independent directors chair audit, compensation, and nominating committees. Malone is not independent and serves as combined Chair and CEO; the board has not named a lead independent director given current circumstances and pending merger with Charter .
• Committee assignments: Malone is a member of the Executive Committee (the only current member post-January 2025); the committee may exercise full board powers, though it held no meetings in 2024 .
• Board activity and engagement: The board met 11 times in 2024; independent directors held three executive sessions without management. Six of eight then-serving directors attended the 2024 annual meeting .
• Risk oversight: Audit oversees financial, operational, data privacy and cybersecurity risks; Compensation oversees comp risks; Nominating & Governance oversees board composition and structural risks; full board oversees strategic risks .

Fixed Compensation

• Nonemployee director program context: In 2025, nonemployee director fees are paid solely in cash and a multiyear cash award was granted to nonemployee directors in August 2024; Malone’s line item for 2024 reflects only aircraft perquisite and no director fees, consistent with his executive/insider status .

Performance Compensation

• 2024 Named Executive Officer disclosures covered Gregory B. Maffei (CEO through Dec 31, 2024) and did not include Malone. No Malone-specific performance metrics, targets, or variable pay were disclosed for 2024. The company maintains a clawback policy (Aug 2023) compliant with Nasdaq/Dodd-Frank for recoupment of incentive-based compensation upon an accounting restatement, and broader legacy recoupment provisions for misconduct-related restatements .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep domain expertise in media and telecommunications with decades of capital allocation, M&A, and strategic restructuring experience, including leading TCI and chairing multiple public companies across the Liberty ecosystem and media peers. The board specifically cites his sophisticated problem-solving and risk assessment skills as a key qualifier .

Equity Ownership

• Exchange Agreement to cap control: To avoid any single stockholder exceeding 50% of voting power, Malone entered into an Exchange Agreement (June 13, 2022; amended in Nov 2024) requiring exchanges of LBRDB for LBRDK (and vice versa in certain dilutive events) to keep his voting power near but not exceeding ~49% (Target Voting Power ±0.5%). A special committee of independent directors approved the arrangement. Company reimburses reasonable out-of-pocket costs related to the agreement (related-party consideration) .
• Voting/transfer constraints tied to Charter merger: A November 12, 2024 Voting Agreement imposes certain voting and transfer restrictions on Malone-affiliated shares until the Charter combination closes (3).
• Hedging policy: The company states it does not have practices or policies restricting employees or directors from entering into hedging transactions (another governance risk indicator) .

Related-Party Transactions & Conflicts

• Exchange Agreement with Malone:
  • Accretive Event Exchanges (e.g., buybacks, conversions, purchases that would push voting power >49.5%) require Malone/JM Trust to exchange LBRDB into LBRDK to keep voting under cap; Dilutive Event Exchanges allow reverse exchanges to maintain Target Voting Power if it drops below 48.5% .
  • Fundamental Events: protections ensure Malone receives equivalent consideration across share classes or re-delivery of exchanged shares; benefits/obligations intended to be replicated if Malone would hold ≥40% voting power and serve as officer/director of a successor entity .
  • Costs/termination: Company reimburses reasonable expenses; agreement can terminate under stated conditions, including Malone’s voting power falling below 20% .
• Exchange Side Letter (Nov 2024) for GCI divestiture: grants the company the right to exchange certain Malone LBRDB into LBRDK to facilitate tax benefits at Spinco, amends exchange mechanics solely for the GCI transaction, and preserves the agreement through the divestiture; approved by independent directors (structural conflict mitigant) .
• Pledging: Malone has 1.4 million LBRDK shares pledged to a financial institution (market risk and potential overhang) (RED FLAG) (8).

Governance Assessment

• Positives:

  • Strong independent committee leadership (Audit, Compensation, Nominating & Governance), with an audit committee financial expert designated; 86% independent board; independent directors meet in executive sessions .
  • Formal risk oversight allocation across committees; robust disclosure on risk domains including cybersecurity and ESG-related oversight .
  • Special committee oversight and formal agreements (Exchange Agreement and Side Letter) to limit voting control and manage related-party risks in share repurchases and the GCI divestiture .

• Risk indicators / RED FLAGS:

  • Combined Chair/CEO with no lead independent director during a transformative merger process; explicit rationale given, but concentration of power remains a governance concern .
  • High voting influence (49.3% aggregate) notwithstanding exchange constraints; potential to shape outcomes without majority of economic interest .
  • Share pledging: 1.4 million LBRDK shares pledged, raising margin/forced-sale risk under stress (RED FLAG) (8).
  • Lack of formal hedging prohibitions for directors/officers (shareholder-alignment risk) .
  • Executive Committee authority centralized and composed solely of Malone post-CEO transition; while no 2024 meetings occurred, the scope of delegated authority is broad (power to act for the board) .

• Near-term considerations (transactional overhang):

  • Charter has agreed to acquire Liberty Broadband (subject to conditions), with the combination expected to close June 30, 2027; LBRDP preferred to convert into new Charter preferred with substantially mirrored terms; GCI business to be distributed pre-close. Governance and alignment dynamics will evolve as the merger progresses .

Notes on Independence, Attendance, and Director Compensation Mix

• Independence: Board has determined Malone is not independent; independent directors are listed separately and exclude Malone .
• Attendance and engagement: 11 board meetings in 2024; 3 executive sessions of independent directors; 6 of 8 directors attended the 2024 annual meeting (no Malone-specific attendance rate disclosed) .
• Director pay mix: Nonemployee directors receive cash retainers and committee fees (and received a multiyear cash award in Aug 2024). For 2025, director fees are paid only in cash due to merger context; stock ownership guidelines for nonemployee directors were eliminated in March 2025—Malone’s disclosed 2024 compensation reflects a perquisite (aircraft) rather than fees .

Summary Tables

Committee Assignments (Current)

Other Directorships

Equity Ownership and Voting

Director Compensation (2024)

Final Perspective

• Board effectiveness is anchored by strong independent committee leadership, but concentration of authority (Chair/CEO combined, no lead independent director) and Malone’s high voting influence warrant continued monitoring, particularly through the Charter transaction timeline. The Exchange Agreement and special committee actions mitigate control and tax-related conflicts, yet share pledging and the absence of hedging prohibitions remain alignment risks for investors (8) .