John E. Welsh III
Liberty BroadbandAbout John E. Welsh III
Independent director since November 2014 (Class III; term ends 2026), age 74. He serves as Audit Committee Chair and is designated the audit committee financial expert under SEC rules; he is also a member of the Nominating & Corporate Governance Committee . Professional background spans investment banking and investment management with leadership roles at Prudential Securities (Co-Head of M&A), SkyTel (Vice-Chairman), and Avalon Capital Partners (President), supporting Board oversight of finance, M&A, and technology operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avalon Capital Partners LLC | President | 2002–present | Investment management; finance expertise applied to Board oversight |
| CIP Management LLC | Director | Oct 2000–Dec 2002 | Investment/management advisory experience |
| SkyTel | Managing Director; Vice-Chairman of the Board | 1992–1999 | Wireless/technology operations leadership |
| Prudential Securities, Inc. | Managing Director, Investment Banking; Co-Head of M&A | Pre-1992 | M&A leadership; capital markets expertise |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| — | Current public company directorships | — | None |
| LMAC | Director | Jan 2021–Dec 2022 | Former SPAC board service |
| General Cable Corp. | Director; Chairman | 1997–Jun 2018; Chairman Aug 2001–Jun 2018 | Long-tenured chair experience |
| Spreckels Industries, Inc. | Director | 1996–2000 | — |
| York International, Inc. | Director | 1996–2000 | — |
| Integrated Electrical Services Corp. | Director; Audit Committee member (per bio) | 2006–2013 | Audit oversight experience |
| SkyTel | Vice-Chairman | 1992–1999 | Telecom operator governance |
Board Governance
- Committee assignments and roles: Audit Committee Chair; Nominating & Corporate Governance Committee member. Audit Committee comprised entirely of independent directors; Welsh is the designated “audit committee financial expert” .
- Board structure and independence: Board classified into three classes; Welsh is Class III (term ends 2026). Board determined Welsh is independent under Nasdaq and SEC rules .
- Meeting cadence and engagement: Board met 11 times in 2024; independent directors held 3 executive sessions without management; audit committee held 7 meetings; Nominating & Corporate Governance held 3; Compensation held 6 .
- Audit pre-approval controls: As Audit Chair, Welsh is delegated authority to pre-approve auditor services exceeding $50,000 per project or $250,000 cumulatively between meetings, with subsequent disclosure to the full committee; all 2024 services were approved per policy .
- Legal proceedings and conflicts: Company discloses no material legal proceedings for any director in the past ten years .
| Governance Metric (2024) | Count/Status |
|---|---|
| Board meetings | 11 |
| Audit Committee meetings | 7 |
| Nominating & Corporate Governance meetings | 3 |
| Compensation Committee meetings | 6 |
| Independent director executive sessions | 3 |
Fixed Compensation
- Structure: Non-employee director annual retainer $182,175 (2024) and $187,650 (2025). Committee fees: Audit member $15,000 ($25,000 for chair); Compensation member $10,000 ($15,000 for chair); Nominating & Corporate Governance member $10,000 ($15,000 for chair). For 2025, director fees are paid solely in cash (no equity election) in connection with the Merger Agreement .
| Component | 2024 Amount ($) |
|---|---|
| Fees Earned or Paid in Cash (Welsh) | 249,035 |
| Stock Awards | — |
| Option Awards | — |
| All Other Compensation (vested portion of director Cash Award) | 80,771 |
| Total (Welsh) | 329,806 |
| Director Fees Schedule | 2024 ($) | 2025 ($) |
|---|---|---|
| Annual director fee (non-employee) | 182,175 | 187,650 |
| Audit Committee – member / chair | 15,000 / 25,000 | 15,000 / 25,000 |
| Compensation Committee – member / chair | 10,000 / 15,000 | 10,000 / 15,000 |
| Nominating & Corp Gov – member / chair | 10,000 / 15,000 | 10,000 / 15,000 |
| Payment form (director fee) | Cash or equity election | Cash only (2025) |
Performance Compensation
- Multiyear Cash Award: Granted Aug 2024; vests 50% on Dec 11, 2024 and 50% on Dec 11, 2025, contingent on continued board service. Welsh recognized $80,771 in 2024 as the value of the vested portion .
- Equity: No director equity grants in 2024; historically directors could elect to take a portion of fees in RSUs or options vesting one year from grant, but for 2025 director fee is cash only .
- Performance metrics: No performance-conditioned metrics disclosed for director compensation (retainers and time-based award) .
| Award | Grant Date | Vesting Schedule | 2024 Value Recognized ($) |
|---|---|---|---|
| Director Cash Award | Aug 2024 | 50% on 2024-12-11; 50% on 2025-12-11 (service-based) | 80,771 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Former public boards | LMAC (2021–2022); General Cable (1997–2018; Chairman 2001–2018); Spreckels Industries (1996–2000); York International (1996–2000); Integrated Electrical Services (2006–2013); SkyTel (Vice-Chairman, 1992–1999) |
| Interlocks/conflicts | Compensation Committee disclosed no interlocks or related party participation in 2024 |
Expertise & Qualifications
- Audit/finance: Audit Committee Chair; designated “audit committee financial expert” under SEC rules .
- Capital markets/M&A: Former Co-Head of M&A at Prudential Securities; investment banking and investment management experience .
- Technology/telecom operations: Senior leadership at SkyTel; substantial experience managing technology companies .
- Governance: Service on multiple public boards including chairmanship at General Cable .
Equity Ownership
| Series | Shares Beneficially Owned | Options Exercisable within 60 days | Percent of Series |
|---|---|---|---|
| LBRDA | 5 | N/A | * (<1%) |
| LBRDK | 23 | 19,518 | * (<1%) |
- Pledging/hedging: No pledging disclosed for Welsh (pledge disclosures are provided for other directors where applicable). Company states it has no policies restricting hedging transactions by directors or employees, which can reduce alignment with shareholders .
- Director stock ownership guidelines: Previously required 3x annual director fee; eliminated in March 2025 as fees move to cash through the expected merger timeline .
Governance Assessment
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Positives
- Independent director with deep finance/M&A credentials; Audit Committee Chair and SEC-designated financial expert enhances financial reporting oversight .
- Active committee workload and cadence (Audit 7 meetings; N&CG 3; Board 11) indicates meaningful engagement; audit pre-approval controls centralized under Welsh provide added guardrails on auditor independence .
- No legal proceedings disclosed; no Welsh-specific related-party transactions disclosed .
-
Watch items / potential red flags
- Alignment dilution: 2025 director fees payable solely in cash (no equity election) and elimination of director ownership guidelines in March 2025 reduce structural “skin in the game” through the merger period .
- Hedging policy: Company has no prohibition or policy restricting director hedging; this can undermine alignment and is viewed unfavorably by many investors .
- Retention-heavy director award: 2024 multiyear cash award vests solely on continued service (no performance conditions), adding guaranteed compensation elements for directors .
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Overall: Welsh’s independence, audit leadership, and finance expertise are clear governance strengths. The shift away from equity-linked director pay and removal of ownership guidelines ahead of the Charter combination warrant monitoring for potential weakening of long-term alignment, though they appear transaction-driven rather than director-specific .