Julie D. Frist

About Julie D. Frist

Independent Class I director of Liberty Broadband since March 2020; age 54. Background spans investment banking (Goldman Sachs), private equity (Bruckmann, Rosser, Sherrill & Co.), and financial services leadership as Vice-Chair of CapStar Financial Holdings, alongside substantial non-profit governance (The Frist Foundation, Yale Institute for Global Health advisory board, HBS Board of Dean’s Advisors). She is Co‑Chair of the Compensation Committee and a member of the Nominating & Corporate Governance Committee. The Board has determined she is independent.

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee (Co‑Chair) and Nominating & Corporate Governance Committee (Member). Independent director status confirmed by the Board.
• 2024 committee activity: Compensation Committee held 6 meetings (Co‑Chairs: Julie D. Frist and J. David Wargo). Nominating & Corporate Governance held 3 meetings (Co‑Chairs: Richard R. Green and Sue Ann R. Hamilton; members include Frist).
• Board structure and engagement: Board held 11 meetings in 2024; independent directors met in 3 executive sessions without management; 6 of 8 then‑serving directors attended the 2024 annual meeting. Frist is a Class I director with term expiring at the 2027 annual meeting.

Fixed Compensation

• Director fee structure (policy-level):
  • Annual director fee: $182,175 (2024); $187,650 (2025); payable quarterly in arrears.
  • Committee fees (same for 2024 and 2025): Audit member $15,000 (chair $25,000); Compensation member $10,000 (chair $15,000); Nominating & Corporate Governance member $10,000 (chair $15,000).
  • For 2025, the director fee is paid solely in cash; prior years allowed election to receive 50%/75%/100% of the director fee in RSUs or LBRDK options (one‑year vest), but this election is not available for 2025.

Performance Compensation

Commentary: The 2025 shift to cash‑only retainers and the March 2025 elimination of director stock ownership guidelines (until the Charter merger closes) reduce near‑term equity alignment; context is the announced combination with Charter.

Other Directorships & Interlocks

• Compensation Committee interlocks/related parties: No compensation committee interlocks or committee engagement in related party transactions in 2024.

Expertise & Qualifications

• Finance and investing: Investment banking (Goldman Sachs) and private equity background; Vice‑Chair role at a publicly traded bank holding company contributes financial services insight.
• Governance and compensation oversight: Co‑Chair of the Compensation Committee; active on Nominating & Corporate Governance.
• Civic/academic engagement: Non‑profit boards (The Frist Foundation) and advisory roles (Yale Institute for Global Health, HBS Board of Dean’s Advisors).

Equity Ownership

Breakdown (LBRDK) from footnote: (i) 601,507 held by spouse Thomas F. Frist III; (ii) 471,396 by trusts for which her direct family are beneficiaries and she is trustee; (iii) 62,540 by trusts for her children (trustee); (iv) 10,107 by trusts for her children; (v) 1,706 by trusts for relatives (trustee); (vi) 450 by the managed account (Trusts collectively one‑third interest). She disclaims beneficial ownership except to the extent of her pecuniary interest.

• Pledging/hedging: No pledging disclosed for Ms. Frist; pledging noted for another director (Wargo), indicating the proxy would disclose if applicable. Hedging policies for officers/directors are referenced in Security Ownership—Hedging Disclosure.
• Director ownership guidelines: Previously required non‑employee directors (other than Malone) to hold ≥3x the non‑employee director fee within five years; eliminated in March 2025 as 2025+ fees are paid in cash until the Charter merger.

Governance Assessment

• Strengths:

  • Independent director with finance/PE background; currently Co‑Chair of Compensation and member of Nominating & Corporate Governance—positions that influence pay practices and board composition.
  • Active committee cadence (6 Compensation; 3 Nominating in 2024) and regular executive sessions of independents (3 in 2024) support board oversight quality.
  • No current non‑Liberty public company directorships (per proxy) reduces overboarding risk; no compensation committee interlocks or related‑party engagements in 2024.

• Watch items / potential red flags:

  • Alignment: 2025 shift to cash‑only director fees and elimination of director stock ownership guidelines through the Charter combination modestly weaken equity alignment in the interim. Context is transaction‑driven, but it is a governance trade‑off.
  • Ownership structure: Beneficial ownership includes significant family/trust holdings and short‑term exercisable options; while this indicates exposure, she disclaims beneficial ownership except to pecuniary interest—investors should consider how much direct, at‑risk ownership is attributable to her personally.

• Other considerations:

  • Board activity: 11 board meetings in 2024; 6 of 8 directors attended the 2024 annual meeting (individual attendance by director not disclosed).
  • Integrity/family relationships: No family relationships among directors/executives and no material legal proceedings in the last ten years were disclosed.